The "Designer" refers to Climb New Heights LLC.
1. Governing law and consent to jurisdiction. This Contract shall be governed by the laws of the state of Michigan. The parties agree that any action for enforcement may be brought in the Circuit Court of Macomb County, Michigan and consent to Macomb County as the venue for any such action. The Client shall pay Designer all court costs, reasonable attorney's fees, and legal interest on any award of judgment in favor of the Designer.
2. Time for payment. Unless otherwise negotiated, all invoices are payable upon completion of the project. The grant of any license or right of copyright is conditioned on receipt of full payment.
3. Late fees. If payment is not received within five days of the due date specified in section 2 above, Designer may, at its option, assess a late fee in the amount of $25 to be added to the principal amount owed. Should Designer choose to assess a late fee, Designer agrees not to bring any action for enforcement so long as payment of the amount due and the late fee is received within fifteen days of the due date specified in section 2 above. Bounced checks will result in a fee to be determined by the bank. The client will be responsible for paying the fee imposed by the bank for said check on top of the amount already owed to the designer.
4. Default. Default occurs if payment is not received within thirty days of the due date specified in section 2 above. Should Client default: the amount due and owing shall be accelerated; interest at the rate of nine percent per annum shall be assessed on the entire amount of principal due and owing; Designer shall be entitled to bring an action for enforcement; and unpaid late fees shall be deemed part of the principal amount due and owing.
5. Estimates. If this form is used for an estimate or assignment confirmation, the fees and expenses shown may be minimum estimates only. Final fees and expenses shall be shown when invoice is rendered. Client's approval shall be obtained for any significant increase in fees or expenses. Client shall reimburse Designer for all expenses arising from this assignment.
6. Changes. A predetermined amount of revisions are included as part of this agreement. Requested revisions beyond this limit will be quoted by the Designer and approved by the client before being executed.
7. Cancellation. In the event of cancellation of this assignment, ownership of all copyrights and the original artwork shall be retained by the Designer, and a cancellation fee for work completed, based on the contract price and expenses already incurred, shall be paid by the Client. All concept artwork remains the property of the Designer and may not be used or altered by the Client. Designer also retains the right to cancel this agreement at any time.
8. Ownership of Artwork. Unless otherwise negotiated, the Designer retains ownership of all original artwork, whether preliminary or final, and the Client shall return such artwork within thirty days of use. The Designer owns all concept artwork and build files used to create finished electronic artwork.
9. Self Promotion. If exclusive copyrights of the artwork are transferred to the Client, the Designer may still reproduce the artwork, limited for his own self promotion. If the Designer uses licensed, registered, or trademark images in a design project, the Designer may reproduce the design project, limited to his own self promotion.
10. Modification. Modification of the Agreement must be written, except that the invoice may include, and the Client shall pay, fees or expenses that were orally authorized in order to progress promptly with the work.
11. Default in payment. The Client shall assume responsibility for all collection of legal fees incurred by the Designer, necessitated by default in payment.
12. Concept artwork. All concepts pencil sketches, concept color roughs, and preliminary, creative stage electronic designs are the property of the Designer and may not be finished or altered without written authorization from the Designer. Creative stage concept artwork may only be used for its intended purpose, and may not be used or copied, by the Client, for final design. Concepts not used for final artwork are the property of the Designer.
13. Confirmation of Assignment. If a signed work order, or a signed copy of this estimate, is not given by the Client, then this estimate shall serve as the work order, and it will be assumed that the Client agrees to all the information given on this estimate, if oral authorization is given by the Client.
14. Releases. The Client shall indemnify the Designer against all claims and expenses, including reasonable attorney's fees, due to uses for which no release was requested in writing or for uses which exceed authority granted by a release.
15. Search Engine Optimization. The Designer makes no guarantees as to the results of search engine optimization. Because of the highly dynamic nature of this product, and due to proprietary search engine algorithms, results are not guaranteed.
16. Resignation. At each major milestone, Designer reserves the right to resign the project. All files paid for by the client at that point will be provided in a format that will allow the client to take the project to another Designer.
17. Limitation of Liability. Client agrees that it shall not hold the Designer or his agents or employees liable for any incidental or consequential damages which arise from the Designer's failure to perform any aspect of the Project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of the Designer or a third party. Client agrees that it shall not hold the Designer or his agents or employees liable for any damages which arise from the use of project result or information and content within the project result.
18. Ownership of code and assets. Upon completion of project and once all project invoices have been paid in full, all code, art, and files will be transferred to client.
19. Print Work. All print work must be signed off by the client before it is sent off to print. We as the designer are not responsible for misspellings in approved proofs, please triple check all spelling, grammar and capitalization. It is the clients responsibility to proof read and check for errors.
20. Downpayments. A 50% deposit must be put on all print jobs before they are sent off to print, this deposit is non-refundable so please make sure your files look exactly the way you want them before we send them off to print. A mockup fee is required before work can begin on any websites. Again this mockup fee is non-refundable.