For and in consideration of the respective agreements herein, receipt and sufficiency of which valuable consideration is hereby acknowledged, Art with Alex, LLC DBA Mountain Cane Media (“Mountain Cane Media”), and (the “Client”) agree to be bound as follows.
Mountain Cane Media agrees to the deliverables as outlined in the preceding proposal and the quoted amount for the Client.
OWNERSHIP: WHAT YOU CAN DO WITH THE DESIGNS AFTER PAYMENT
You’ll be entirely responsible for making sure our designs and tag lines are free for you to use and that they don’t infringe anyone else’s rights – we cannot and do not accept any liability for these matters. These designs cannot be trademarked per our contract with Envato Elements. We’ll sign any documents that are reasonably needed to confirm or evidence that you own the designs, provided you bear any legal and other fees that are incurred by either you or us in the process.
You own all of the rights, titles, and interests of the work product we have created for you after any and all invoice are paid in full. However, during the course of this project, we might use intellectual property that we own or have licensed from a third party, but that does not qualify as “work product.” This is called “background IP.” Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and web application tools. We are not giving the you this background IP. But, as part of the Contract, we are giving the you a right to use and license (with the right to sublicense) the background IP to market your products and services. You may use this background IP worldwide and free of charge, but you cannot transfer the rights to the background IP. You cannot sell or license the background IP separately from its products or services.
Upon payment of all our outstanding invoices for the project, and in exchange for such payment, we grant you a royalty-free license to use the deliverables for the uses stated without any changes or additions (except that you can make the designs smaller or larger for printing or display purposes). Additionally, you grant us a royalty-free and permanent license to use representations of the designs and taglines in our portfolio (in all types of media), as a sample of our past works, in trade publications, educational material, to promote ourselves, and for competitions.
If you want to put the deliverables to additional uses, or make changes to them, additional fees will apply, and we might have to obtain additional licenses from third party vendors – contact us and we’ll be happy to work out some terms with you. Otherwise we will have to look to you to cover us for any damage, legal fees and consequences if you put the deliverables to additional uses without prior authorization.
We recognize that you may have new ideas which you may want to include later on, and we’ll be able to accommodate you. Inform us of the changes or additions, and if they are not already provided for in the existing quotation given, we will provide a separate quotation to cover them.
We understand that there may be urgent changes to the project scope that need to be carried out right away. You can request and approve an oral quote in order for us to start work on urgently needed changes, and we will follow up with an invoice later on.
Where you provide us materials in the course of the project, you guarantee that you own them or have been given permission to use them. Ownership of these materials will remain with you (or the persons who licensed them to you) at all times. You grant us a royalty-free license to use them for the project and to retain copies in our business records.
We will not be responsible for any damage or consequences if the materials you provided infringe someone else’s rights or are unlawful or illegal. You will indemnify us and pay for all damages, costs, fees, expenses and legal fees on an indemnity basis that we incur due to your materials being infringing, unlawful or illegal in any country.
The Client understands and agrees that the services to be provided by Mountain Cane Media involve a degree of artistic and literary creativity and professional judgment and that Mountain Cane Media cannot and does not guarantee any specific results hereunder. Mountain Cane Media does not assume any legal responsibility for the content.
This Agreement is not an employment agreement. Nothing in this Agreement should be deemed or interpreted to render Mountain Cane Media as an employee, partner, agent, or joint venture of the Client.
Mountain Cane Media shall have no authority to enter into any binding agreement on behalf of the Client or hold himself/herself out as having the authority to enter into agreements on behalf of the Client.
Mountain Cane Media will not be liable to you for lost profits or other special or consequential damages of any kind, nor will we be liable to you for direct damages unless caused by our gross negligence or fraud. The maximum damages payable to you, in any event, will not exceed the amount of fees actually invoiced and paid to us in connection with the project in question.
The parties consent to the personal and exclusive jurisdiction and venue in the State or Federal courts for Roanoke, Virginia, and waive any jurisdictional, venue or inconvenient forum objections to such courts.
The effective date of this agreement is the date the first payment was submitted. If on a payment plan, payments will recur automatically each month on the day of your first payment submission until paid in full.
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