As used herein and throughout this Agreement:
1.1 Agreement means the entire content of this Basic Terms and Conditions document, the Proposal document(s), together with any other Supplements designated below, together with any exhibits, schedules or attachments hereto.
1.2 User means client, directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers licensors, or any other parties partnering and involved throughout the entire timespan of any business with Blue Beak™ Branding and Marketing™
1.3 Content means all materials, information, photography, writings and other creative content provided by Blue Beak™ Branding and Marketing™ for use in the preparation of and/or incorporation in the Deliverables.
1.4 Provider(s) means any directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors of Blue Beak™ Branding and Marketing and any other extensions of Blue Beak™ Branding and Marketing™.
1.5 Copyrights means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under U.S. Copyright Law.
1.6 Deliverable(s) means the service(s) and/or work, product(s), specified in the Proposal, Quote, Statement of Work, and/or Purchase Order, to be delivered by Provider(s) to User.
1.7 Throughout this Agreement, the terms we, us, our, and Blue Beak™™ refer to Blue Beak™ Branding and Marketing ™ and any other extensions of Blue Beak™ Branding and Marketing ™
2.1 All displays and/or publications of the Deliverables shall bear accreditation and/or copyright notice in Provider(s) name alongside Blue Beak™™ in the form, size and location as incorporated by Blue Beak™ Branding and Marketing ™ in the Deliverables, or as otherwise directed by Blue Beak™.
2.2 All parties retain the right to reproduce, publish and display the Deliverables in portfolios, websites, and galleries, design periodicals and other media or exhibits for the purposes of recognition, of creative excellence, or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.
INDEPENDENT CONTRACTOR, POACHING, AND SOLICITATION
3.1 Provider(s) may and can be an independent contractor, not an employee of Blue Beak™ or the [the principal] or any company affiliated with Blue Beak™ or [the principal] Provider(s) shall provide the Services under the general direction of Blue Beak™ and/or, but Provider(s) shall determine, in Provider’s sole discretion, the manner and means by which the Services are accomplished.
3.3 This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement.
3.4 Provider(s) and the work, product or Deliverables prepared by Provider(s) shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
3.5 During the term of this Agreement, and for a period of six (24) months after expiration or termination of this Agreement, User agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind of basis, any Provider(s), Agent(s), or Contractor(s) of Blue Beak™, whether or not said person has been assigned to perform tasks under this Agreement.
3.6 In the event such employment, consultation or work-for-hire event occurs, User agrees that Blue Beak™ shall be entitled to an agency commission to be the greater of, either (a) 25 percent of said person’s starting salary with, or (b) 25 percent of fees paid to said person if engaged by as an independent contractor.
3.7 In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date. In the event of (b) above, payment will be due at the end of any month during which the independent contractor performed services for .
3.8 Blue Beak™™, in the event of nonpayment and in connection with this section, shall be entitled to seek all remedies under law and equity.
3.9 Provider(s) also agrees to the Solicitation terms above in section 3.1 – 3.8
4.1 The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Both Blue Beak™ and Provider(s) are free to engage others to perform services of the same or similar nature to those provided by Provider(s) and Provider(s) shall be entitled to offer and provide services to others, solicit other clients, and otherwise advertise the services offered by Provider(s).
FEES AND CHARGES
5.1 Due to the fragile and precarious nature of releasing and showing unique ideas prior to being paid. Ideally Blue Beak™ asks for full payment up front. If full payment is not appropriate, then a minimum of 50% is usually required. This is routine, and has unfortunately been borne through necessity. The final balance is due 30 days afterwards unless otherwise determined by a payment schedule specified in the Proposal, Quote, Statement of Work, and/or Purchase Order. Only when the final payment has been received will any requested digital files be released. Only on this final payment will full rights to the logo design be transferred.
6.1 Applied to outsourced services. In consideration of the Services to be performed by Provider(s), Blue Beak™ shall collect Provider’s fee with an additional 20% on behalf of Blue Beak™ for administrative compensation, and pay to Provider(s) fees in the amounts and according to the payment schedule set forth in the Proposal, Quote, Statement of Work, and/or Purchase Order, and all applicable sales, use or value added taxes, even if calculated or
assessed subsequent to the payment schedule.
DEPOSIT TO SECURE JOB
Projects are only secured into schedule on receipt of the deposit. If there is any kind of delay at this point, other projects may take priority. This is not to pressure in any way, but for scheduling purposes. Once deposit is received, a receipt of the payment is received via email.
8.1 Late payments are an additional 5% – 10%. This is usually non negotiable.
9.1 Deposits are NON-Refundable after the Opt Out period (2 days) after deposit.
10.1 Blue Beak™ reserves the right to suspend any project if : interferes with excessive micromanaging, demonstrates a continued lack of trust and inability to move forward after showing more than a reasonable number of unique logo ideas/concepts and/or shows reluctance in paying the final payment. Fair notice will be given with fair chance to remedy the situation without resorting to project suspension or termination. Any suspension or termination will not result in any refunds.
11.1 Regardless of whether this Agreement is terminated or not, each Party shall keep strictly confidential all the business secrets, proprietary information, customer information and all other information of a confidential nature about the other Party known by it during the execution and performance of this Agreement (collectively, the “Confidential Information”). Unless a prior written consent is obtained from the Party disclosing the Confidential Information (the “Disclosing Party”) or unless it is required to be disclosed to third parties according to the stipulation of relevant laws and regulations or the requirement of the place where its affiliate is listed on a stock exchange, the Party receiving the Confidential Information (the “Receiving Party”) shall not disclose to any third party any Confidential Information.
11.2 The Receiving Party shall not use any Confidential Information other than for the purpose of performing this Agreement.
11.3 When you work with Blue Beak™™ and/or use our site, as part of the buying and selling process, we collect the personal information you give us such as your name, address and email address. we also automatically receive your computer’s internet protocol (IP) address in order to provide us with information that helps us learn about your browser and operating system. Email marketing: With your permission, we may send you emails about our store, new products and other updates.
11.4 When you provide us with personal information to complete a transaction, verify your credit card, place an order, arrange for a delivery or return a purchase, we imply that you consent to our collecting it and using it for that specific reason only. If we ask for your personal information for a secondary reason, like marketing, we will either ask you directly for your expressed consent, or provide you with an opportunity to say no. How do I withdraw my consent? If after you opt-in, you change your mind, you may withdraw your consent for us to contact you, for the continued collection, use or disclosure of your information, at anytime, by contacting us
11.5 We may disclose your personal information if we are required by law to do so or if you violate our Terms of Service.
11.6 – To protect your personal information, we take reasonable precautions and follow industry best practices to make sure it is not inappropriately lost, misused, accessed, disclosed, altered or destroyed. If you provide us with your credit card information, the information is encrypted using secure socket layer technology (SSL) and stored with a AES-256 encryption. Although no method of transmission over the Internet or electronic storage is 100% secure, we follow all PCI-DSS requirements and implement additional generally accepted industry standards.
12.1 acknowledges that it shall be responsible for performing the following in a reasonable and timely manner: (a) coordination of any decision-making with parties other than the designer; (b) provision of Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal; and (c) final proofreading and in the event that [the principal] has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, shall incur the cost of correcting such errors.
DISPUTES AND REJECTIONS
13.1 Any dispute arising out of and in connection with this Agreement shall be resolved through consultations among the Parties. Failure to reach agreement within thirty (30) days after the dispute arises may consequently provoke fees and legal action by involved parties.
13.2 If User rejects the Deliverables or disapproves of the work ethic, behavior, and or punctuality of Provider(s), THIS DOES NOT INCLUDE PRELIMINARY work, Provider(s) must forfeit 50% of payment set forth in proposal. The forfeited revenue is credited back to the client. Blue Beak™ in no way accepts responsibility for such claims nor does any member of Blue Beak™ have any say or influence over such decisions. User must make a considerable argument.
14.1 The headings herein are used for reference only, and in no event shall such headings be used for or affect the interpretation of the provisions hereof.
15.1 Each provision contained herein shall be severable and independent from each of the other provisions. If any one or more provisions herein become invalid, illegal or unenforceable at any time, the validity, legality and enforceability of the remaining provisions herein shall not be affected as a result thereof.
LEGALITIES AND ACCEPTABLE USE OF SERVICE
16.1 I User Agree to adhere to all applicable laws, rules and regulations.
16.2 Blue Beak™™ in no way accepts responsibility for infringement claims filed against Deliverables. accepts full responsibility of legal claims against Deliverables. Blue Beak™ will never intentionally infringe on intellectual property. Blue Beak™™ supports the protection of intellectual property and asks their artists, designers and users to do the same. If you believe that your work has been used without your permission, please contact us. It is our policy to expeditiously respond to clear notices of alleged copyright infringement that comply with the United States Digital Millennium Copyright Act (“DMCA”), the text of which can be found at the U.S. Copyright Office website, http://www.copyright.gov.
16.3 Blue Beak™™ offers our website, including all information, tools and services available from our site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here. By visiting our site and/ or purchasing something from us, you engage in our Service and agree to be bound by the following terms and conditions (Terms of Service, Terms), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
16.4 We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website.
16.5 We reserve the right to refuse service to anyone for any reason at any time. You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.
16.6 By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site. You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws). You must not transmit any worms or viruses or any code of a destructive nature. A breach or violation of any of the Terms will result in an immediate termination of your Services.
DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
17.1 We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free. We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable. You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you. You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement. In no case shall Blue Beak™™, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
18.1 In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
I , (end user or representative of a corporation) herein and throughout this Agreement, understand and Agree this is a legally binding contract binding all parties to the terms specified herein and any other Supplements designated above, together with any exhibits, schedules or attachments hereto. This Agreement shall commence upon payment, and will continue during the full term of this contract until one of the following occur: Completion and approval of Deliverables, or termination due to withdrawal or breach of agreed terms by either party, which may consequently provoke fees and legal action by involved parties.