All services and/or products (hereafter "Project(s)") that Gordon Bond Designs (hereafter "GBD") may be contracted to produce or provide for the client (hereafter "Client") will be subject to the following terms unless expressly otherwise indicated in writing by GBD. NOTE: All clients MUST print out, sign and mail the "Hiring Agreement" before work will begin.
GBD bases its design charges on a per hour fee. This fee is applicable, but not limited, to time spent on Research and concept development; Creation and submission of comps; Design and layout; Revisions; Preparation of final art for production; Facilitation and oversight of third party production.
Costs associated with actual production, fulfillment and shipping will be dependent on third party quotes. GBD reserves the right to alter its rates with reasonable advanced notice to the Client.
COMPENSATION FOR SERVICES RENDERED
In return for providing the services and/or products that are completed and delivered, the Client shall compensate GBD within thirty (30) days of receipt of invoice. In the event the Client fails to make any of the payments as indicated by the invoice within said thirty (30) days, GBD shall have the right, but is not obligated, to pursue any or all of the following remedies: (1) withhold all files, artwork, source, commitments or any other service to be performed by GBD for the Client, (2) bring legal action.
GBD will give estimates to the Client based on information and specifications supplied by the Client and/or estimates provided by third party production. The Client accepts that these are only estimates and that final costs are subject to change. The Client agrees to give GBD an estimated budget in advance for all Projects. GBD agrees to work within such budgets and to inform the Client of any potential overrun before they are incurred.
Except for the Client's proprietary material, GBD shall hold all right, title and interest in all original artwork, whether in draft, mock-up, concept or final development associated with the Project. The Client shall not do anything that may infringe upon or in any way undermine GBD's right, title and interest. Notwithstanding the above, the Client shall retain and, GBD shall have no proprietary rights whatsoever in all of the Client's intellectual property in any and all text, images or other components and/or materials owned by the Client, or which the Client has the legal right to use, that are delivered to GBD, including but not limited to software, related documentation, Client material, logos, and tag lines (hereafter "Customer's Proprietary Material") GBD agree that they shall not use Customer's Proprietary Material for any other purpose than those expressly set forth in this Agreement.
Upon successful completion of all compensation terms and outstanding balances owed to GBD, the Client will be granted full and unlimited reproduction rights to the Project. GBD retains the right to reproduce the Project in any form for self-marketing, future publications, competitions or other self-promotional uses. GBD shall at no time reproduce the Project for use in commercial means or for-profit use. The Client may not reproduce or otherwise use design mock-ups, drafts, sketches etc. created by GBD during work on the Project but not included into the final version of the Project. Such artwork belongs solely to GBD who may use it at his own discretion. The Client is responsible for any Copyright or Trademark issues related to the creation and use of Project files by the Client. The Client shall be solely responsible for any Trademark or Copyright searches pertaining to the Project. GBD will not knowingly copy other rightfully trademarked or copyrighted material.
The Client and GBD acknowledge and agree that the specifications and all other documents and information related to the development of the Project, excluding, Customer's Proprietary Material, (the "Confidential Information") will constitute trade secrets of GBD. The Client shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without GBD's prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information.
LIMITED WARRANTY & DAMAGES
The Client shall assume and retain right of final approval for release of all Projects. As such, the Client shall assume full responsibility for the correctness of content. GBD agrees not to release any Project without expressed written consent of the Client's duly appointed representative(s).GBD warrant the Project will conform to the previously agreed-to specifications. If the Project does not conform to the specifications, GBD shall be responsible for the timely correction of the Project, without charge to the Client, to bring the Project into conformance with the Specifications. This warranty shall be the exclusive warranty available to the Client. The Client waives any other warranty, express or implied. The Client acknowledges that GBD is not responsible for the results obtained by the Client's use of any part of the Project. The Client acknowledges that GBD is not responsible for fixing any problems, errors or omissions on the Project, once mass produced or after the Client has tested, proofed and approved the Project. Except as otherwise expressly stated herein, the Client waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to GBD as set forth in the invoice provided for that specific Project.