- Vendor: J Schilling Photo, LLC., DBA Fine Art Productions
- Client: You
- Services: Creative Visual Communications
- Final Deliverables: Creative materials to be used in customer endpoint communications that will be delivered in a specified file format.
- Design Source Files: These are the native application files that are used or compiled to create the Final Deliverables for the project.
- Client Content: This is content that will be used in the preparation of or included in the Final Deliverables, and will come directly from the Client.
Our subscriptions are sold on a recurring basis. If you decide to pick biweekly or monthly, they automatically renew within that cadence. By signing up for our service, you agree to be billed automatically at the cadence that you’ve specified.
Subscriptions will be processed immediately when purchased and may take approximately 2-3 business days for funds to settle. During that time you may still sign in to your account and begin submitting your creative requests.
Vendor is an independent contractor, not an employee of Client or any company affiliated with Client. Vendor shall provide the Services under the general direction of Client, but Vendor shall determine, in Vendor’s sole discretion, the manner and means by which the Services are accomplished. This purchase does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party to endeavors outside those Services. Vendor and the work product or Final Deliverables prepared by Vendor shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Estimate.
Copyright 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. Upon completion of the project and pursuant to these Terms and Conditions, and expressly subject to full payment of all fees, costs and expenses due, Vendor hereby assigns to Client all right, title and interest, including intellectual property rights and copyright as outlined below, in and to the Final Deliverables; At which time Vendor also grants client an exclusive, transferable license to use, reproduce, modify, display, and publish Final Deliverables pursuant to their sole discretion. Vendor agrees to reasonably cooperate with Client and shall execute any additional documents reasonably necessary to evidence such assignment.
Copyright is retained by Vendor for all other works pursuant to concepts, iterations, drafts, notes, or other preliminary sketches in aid of development towards the Final Deliverables.
Client Content, including all pre-existing Trademarks, shall remain the sole property of Client or its respective suppliers. Client hereby grants to Vendor a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Vendor’s performance of the Final Deliverables and limited promotional uses of the Final Deliverables as authorized in these Terms and Conditions.
Client grants Vendor perpetual, non-exclusive, worldwide right and license to use Final Deliverables, concepts, or modified works in Vendor’s portfolios, websites, social media, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence, advertisement of services, or professional advancement, and to be credited with authorship in connection with such uses.
Design Source Files (DSF)
Upon completion of the project, the DSF will be provided to Client at no additional fee. These files are not to be mistaken for the Final Deliverables, and are the native application files that are used or compiled to create the Final Deliverables for the project, and otherwise make modifications to the art or website.
Client will have as many alterations to the Final Deliverables during the creative review stage until they are completely satisfied with the result. The changes will not incur any additional expense. Vendor agrees to unlimited design revisions within fair and reasonable practices.
Vendor hereby represents, warrants and covenants to Client that Vendor will provide the services identified in this Estimate in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services. Vendor is an independent contractor, not an employee of Client or any company affiliated with Client. This Estimate 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 these Terms and Conditions.
Client represents, warrants and covenants to Vendor that
- Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content.
- To the best of Client’s knowledge, the Client Content does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks does not and will not violate the rights of any third parties,
- Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and
- Client shall comply with all laws and regulations as they relate to the Project Estimates and Final Deliverables.
The parties expressly acknowledge that this Estimate does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Vendor, and Vendor shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Vendor.
Vendor retains the right to engage and/or use third-party vendors or other service providers as independent contractors in connection with the Services. Notwithstanding, Vendor shall remain fully responsible for such vendoragents’ compliance with the various terms and conditions of our site.
All Third Party Materials are the exclusive property of their respective owners. Vendor shall inform Client of all Third Party Materials that may be required to perform the Services or otherwise integrated into the Final Deliverables. Under such circumstances Vendor shall inform Client of any need to license, at Client’s expense, and unless otherwise provided for by Client, Client shall obtain the license(s) necessary to permit Client’s use of the Third Party Materials consistent with the usage rights granted herein. In the event Client fails to properly secure or otherwise arrange for any necessary licenses or instructs the use of Third Party Materials, Client hereby indemnifies, saves and holds harmless Vendor from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the Final Deliverables.
Unless otherwise explicitly stated, these Terms and Conditions remain in force during the life of the subscription.
Vendor shall not be deemed in breach of their responsibilities if unable to complete the Final Deliverables or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, death, illness or incapacity of Vendor or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Vendor’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Vendor shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose updates to the schedule of completion of the Services.
Client agrees to indemnify, save and hold harmless Vendor from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under our Terms and Conditions. Under such circumstances Vendor shall promptly notify Client in writing of any claim or suit;
- Client has sole control of the defense and all related settlement negotiations; and
- Vendor provides Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by Vendor in providing such assistance.
Subject to the terms, conditions, express representations and warranties provided in these Terms and Conditions, Vendor agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Vendor’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of Client provided that:
- Client promptly notifies Vendor in writing of the claim;
- Vendor shall have sole control of the defense and all related settlement negotiations; and
- Client shall provide Vendor with the assistance, information and authority necessary to perform Vendor’s obligations under this section. Notwithstanding the foregoing, Vendor shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Vendor.
Limitation of Liability
The Services and the work product of Vendor are sold “as is.” In all circumstances, the maximum liability of Vendor, its directors, officers, employees, Vendor agents and affiliates (“Vendor Parties”), to Client for damages for any and all causes whatsoever, and Client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of Vendor. In no event shall Vendor be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by Vendor, even if Vendor has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
Term and Termination
These Terms and Conditions shall commence upon the date that the purchase begins processing, and shall remain effective for the duration of the subscription. The subscription may be terminated at any time by either party effective immediately upon written notice, suspension of the subscription online, or the mutual agreement of the parties, or if any party:
- Becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or
- Breaches any of its material responsibilities or obligations under this Estimate, which breach is not remedied within 10 days from receipt of written notice of such breach.
In the event of termination, Vendor shall be compensated for the work performed through the date of termination in the amount of any payment(s) that have previously been drafted. In the event of termination by Client AND upon full payment of compensation as provided herein, Vendor grants to Client such right and title as provided for in the Copyright of these Terms and Conditions with respect to those Final Deliverables provided to, and accepted by Client as of the date of termination. Upon expiration or termination of this Estimate:
- Each party shall return or, at the disclosing party’s request, destroy any confidential information of the other party related to Client Content, and
- Other than as provided herein, all rights and obligations of each party under these Terms and Conditions, exclusive of the work, shall survive.