1. SCOPE OF WORK
By purchasing the semi-custom brand kit product, you understand that you will receive a single brand kit with limited alterations from the brand that was purchased. Logo design will remain in the consistent style of the purchased kit. Fonts will not be changed from the kit purchased.


Client understands and agrees that Company is only responsible for the semi-custom design of the brand and not the implementation or ongoing management of the brand design. Client is responsible for all other duties as outlined in Section 6. A la carte add-on services selected by Client in proposal will be subject to the same terms and conditions outlined in this agreement.


Inclusions of project are:
1 designated “Design Day” with up to 6 hours of communication in Slack
Primary & Secondary logo (style as shown on purchased product)
Submark or icon logos x 2 (style as shown on purchased product)
Tagline logo (style as shown on purchased product)
Customized color palette
Font stack (as shown on purchased product)
Business card design
Final brand kit
2. PROJECT SCHEDULE
The Parties agree to adhere to the project deadlines to the best of their abilities. These deadlines will be carefully outlined inside of the Client’s project portal that will be sent to Client within seven (7) days of submitting the contract and full payment of semi-brand. Should Client fail to complete pre-project assignments in accordance to the outlined schedule, resulting in Company deeming it necessary to move the project start date, the fee to adjust the project date to a more suitable start date will be an additional 50% of the total project price.

Any failure by Client to make a deadline will result in a delay to the Project Schedule and may incur additional fees outlined in Section 3 below. Company will strictly adhere to all deadlines to the best of its ability unless a delay is attributed to Client or there is an Act of God as indicated in Section 28.
3. FEES
Client shall reserve the services by purchasing their brand kit through ThriveCart, as well as signing and returning this Agreement. No services are reserved until the Agreement and full payment are received through the ThriveCart portal and service contract is signed in Dubsado.

Should Client wish to move their project date after payment has been submitted and a design date has been reserved by Company, the fee to adjust the project date to a new start date will be an additional 50% of the total project price, contingent on Company design date availability. The fees in this Agreement are based on Company’s current pricing at the time of booking. The price list is adjusted periodically, and future bookings will be charged at the prices in effect at the time.

Any additional services beyond the scope of this Agreement will be billed by Company to Client at the rate outlined on the a la carte services menu. Client calls are not included in this package. Should the client deem a call necessary, it will be billed at a supplemental rate of $100 per hour.
4. RUSH FEE
Any brand design work that must be rushed ahead of project schedule is subject to a rush fee. Rush work means work that Client requests Company to start a project within two (2) weeks of signing this contract. Rush service fees are charged at a premium basis of 150% (one hundred and fifty percent) of the Company’s standard fee for the type of work requested. The rush fee is indicated on the Client’s invoice. Rush service availability is at the discretion of Company.
5. DELAYS TO PROJECT SCHEDULE
Client and Company understand that keeping with the Project Schedule produces the best results. Should Client not comply with homework requirements, Company reserves the right to reschedule the project up to one calendar year from initial project start date. Should the Client's delay impact Company's project calendar, Company reserves the right to cancel Client project and retain all payments previously submitted. Client feedback is required during the "Design Day" and any delays in the requested/required feedback can result in the cancellation of the project by Company.
6. CLIENT RESPONSIBILITIES
Client understands and agrees that it is his/her responsibility to get all requested materials, questionnaires, and forms to Company at least 72 hours before Client's start date on {{job.start | mediumDate}}. The Client is responsible to provide Company with the following before the project:

1. Complete the Brand Vision Questionnaire
2. Complete a joint Pinterest board, unless otherwise agreed to by the Company and Client
3. Join Slack channel for communication on "Design Day" via Company invitation

Failure to submit the Project's forms and any required information to complete the Project on time will result in a reschedule of the Project start date, which could be anytime within the following year. All requested materials, questionnaires, and forms to Company must be submitted via Slack on the Client "Design Day" (Project Start) and all final feedback forms and any applicable agreements will be submitted inside of the Client's Project Portal in Dubsado.

Client understands that it is his/her responsibility to provide Company with timely feedback on the brand design assets. Consistent communication is required throughout the designated "Design Day," which is also referred to as "Project Start Date." Company may request feedback and insight on semi-custom brand edits throughout the "Design Day." Client will be asked to provide feedback based on progress and revisions via Slack during the "Design Day." Company will provide revised semi-custom brand kit within one business day from the "Design Day" based on pre-project homework and communication provided in Slack.

Within two (2) weeks of the "Design Day" (Project Start Date), Client will receive all brand assets/ Semi-Custom package inclusions. Any selected/ purchased package add-ons will be delivered within two (2) calendar weeks.
Formal feedback for final assets must be submitted by Client via the project feedback forms located inside of Client's project portal. Feedback regarding Branding will be due within the designated "Design Day." Final asset feedback (provided within 2 weeks from "Design Day") will be due within 48 hours of delivery by Company. Failure to submit feedback within the outlined timeline may result in delay fees indicated in Section 3 and/or cancellation of the project by Company.
7. COMPANY RESPONSIBILITIES
Company will deliver all agreed upon assets in the scope of work as outlined in Section 1. Company will meet all project deadlines outlined Section 2. Company is not responsible for the backup, storage, and services provided by Client’s finalized brand.

Company is responsible for ensuring that a brand’s visual experience is consistent with the industry standard of brand designers. However, Company cannot guarantee that its work will function with all browsers across the market or with browsers and versions developed in the future.

8. CHANGES TO PROJECT SCOPE
Company recognizes that Client may have new ideas to include in the brand design and Company will work to accommodate Client to the best of its ability. Client shall inform Company of the changes or additions at least 5 business days prior to start date, and if they are not already provided for in the existing quotation given, Company will provide a separate quotation to cover the additional design elements. Client must sign an amendment to this Agreement and pay the additional design fee in order for Company to start on additional projects.
9. EDITING REVISIONS
Client will be given complimentary revision sessions to give input and make changes to the final asset design. Revision rounds are outlined as;


Brand kit: 2 rounds of revisions (provided via Slack on "Design Day")
Any selected a la carte service add-ons: 1 round of revisions (provided via Dubsado)
Additional revision rounds, outside of the package inclusions, would be billed at a supplemental rate of $250 per round. Formal feedback must be submitted by Client via the project feedback forms located inside of Client's project portal.
10. FINAL DELIVERY
All files that are required for the brand to function properly will be uploaded to Clients server within two calendar weeks after Client’s final approval of the design. Client must sign off on the Final Brand Subagreement before Company exports and uploads the final brand files to the Client's Google Drive. No future design revisions are included within this Agreement after the final brand is completed and uploaded to shared Google Drive.

Any additional revision supplements will be added to the Client invoice balance and sent at project completion. Failure to complete outstanding payments after the final delivery will result in additional late fees added onto the final invoice as outlined in Section 3. Company reserves the right to withhold delivery of project assets until final payments are rendered.
All brand designs by TIQUE are its property, will remain its property, and are protected by United States Copyright Laws (USC Title 17). Client is given a limited, perpetual, exclusive license-to-use the brand design for his/her own business purposes only and shall not sell or use the brand design for commercial purposes. Client may edit the original design to his/her liking but shall not alter the design so as to be completely different than the original version without the express written permission from Company. Violators of this federal law will be subject to civil and criminal penalties.

Company shall not use the complete, unique brand design in totality in the future or resell the design for commercial use without express consent from Client. However, Company may use similar elements from the design in future design projects in its sole discretion.

Any and all trademarks, whether registered or unregistered, remain the property of the contributing Party. Company agrees that any trademarks created by Company for the Client in the process of fulfilling this Agreement are assigned as the sole property of Client.
11. CLIENT AND COMPANY COPYRIGHT AND TRADEMARK RIGHTS TO THE DESIGN
All brand designs by TIQUE are its property, will remain its property, and are protected by United States Copyright Laws (USC Title 17). Client is given a limited, perpetual, exclusive license-to-use the brand design for his/her own business purposes only and shall not sell or use the brand design for commercial purposes. Client may edit the original design to his/her liking but shall not alter the design so as to be completely different than the original version without the express written permission from Company. Violators of this federal law will be subject to civil and criminal penalties.

Company shall not use the complete, unique brand design in totality in the future or resell the design for commercial use without express consent from Client. However, Company may use similar elements from the design in future design projects in its sole discretion.

Any and all trademarks, whether registered or unregistered, remain the property of the contributing Party. Company agrees that any trademarks created by Company for the Client in the process of fulfilling this Agreement are assigned as the sole property of Client.


12. REIMBURSEMENTS
Client will reimburse Company for costs that are incurred in order to complete the project, including, but not limited to, charges for brand usage fees and license fees. Company will include these charges in its invoices.
13. ERRORS AND OMISSIONS
Company will use its best efforts to prevent errors and omissions in the brand design. If such errors or omissions occur, Client agrees to notify Company immediately, and Company will correct them without charge. Client agrees to relieve and hold Company harmless from all liability involved with potential errors and omissions.
14. MATERIALS PROVIDED BY CLIENT
Where Client provides Company materials in the course of the project, Client guarantees that he/she owns them or has been given permission to use them. Ownership of these materials will remain with Client (or the persons who licensed them) at all times. Client grants Company a royalty-free license to use them for the project and to retain copies in Company business records.

Company shall not be responsible for any damage or consequences if the materials Client provided infringe someone else’s rights or are unlawful or illegal. Client will indemnify Company for such occurrences.
15. SOFTWARES AND FONTS
Company software, such as Adobe, used for the project remain Company’s property and will not be released to Client. Client is responsible for purchase of all brand materials (inclusive of font packs) to ensure individual licensure.
16. ARTISTIC STYLE
Client has spent a satisfactory amount of time reviewing Company’s work and has a reasonable expectation that Company will perform the services in a similar manner and style as indicated on Company’s website, social media, and galleries, unless otherwise specified within this Agreement.

Client understands and agrees that:

1. Every client is different, with different tastes, budgets, and needs.
2. Brand design services are often a subjective art and Company has a unique vision, with an ever-evolving style and technique.
3. Company will use its artistic judgment when providing design services for Client, which may not include strict adherence to Client’s suggestions.
4. Although Company will use reasonable efforts to incorporate Client’s suggestions and desires when providing Client with the services, Company shall have final say regarding the aesthetic judgment and artistic quality of the services.
5. Dissatisfaction with Company’s aesthetic judgment or artistic ability are not valid reasons for termination of this Agreement or request of any monies returned.
17. CONFIDENTIALITY
Company shall not (i) disclose to any third party any details regarding the business of the Client, including, without limitation the prices it's paid, the prices at which it sells products, it’s manner of operation, it’s plans, it’s strategies, any of the Client’s trade secrets or any other information pertaining to the business of the Client (the “Confidential Information”), (ii) make copies of any Confidential Information or any content based on the concepts contained within the Confidential Information for personal use or for distribution unless requested to do so by the Client, or (iii) use Confidential Information other than solely for the benefit of the Client. Company may utilize designs from Client projects in marketing promotions, which may include Client name.


18. THIRD-PARTY VENDORS
Company may purchase or license from third-party vendors materials used in Client’s project (including source code, work-up files, software programs, photographs, illustrations etc.). Where Company licenses such material, the intellectual property rights in the licensed material remain the property of the third-party vendors.
19. WORK RELATIONSHIP
Client and Company agree and understand that Company is an independent contractor. No portion of this Agreement or any previous or subsequent dealings should be interpreted as establishing or attempting to establish an employer-employee relationship. Client agrees to provide a 1099-MISC form to Company at the end of the year if necessary.
20. DISCLAIMER OF WARRANTIES
Company shall create a brand designed for Client’s purposes and to Client’s specifications. DESIGNER DOES NOT REPRESENT OR WARRANT THAT SAID BRAND WILL CREATE ANY ADDITIONAL PROFITS, SALES, EXPOSURE, BRAND RECOGNITION, OR THE LIKE. DESIGNER HAS NO RESPONSIBILITY TO CLIENT IF THE BRAND DOES NOT LEAD TO CLIENT’S DESIRED RESULT(S).
21. GUARANTEES
Company does NOT guarantee that brand design services will provide any specific outcome, such as monetary gain or increased SEO/site visitation, to Client’s business.
22. CANCELLATION
Client or Company may cancel this contract at any time, by informing the other party in writing at least fourteen (14) days in advance. Company reserves the right to cancel its project with Client in the event of communication issues, difference of artistic opinion, and/or numerous delays and/or reschedule requests. In the event of cancellation, Client agrees to pay Company for any outstanding work completed. Any payments submitted by Client and collected by Company are immediately non-refundable and non-transferrable.
23. NON-DISPARAGEMENT
Company and Client agree that, at all times during this Agreement and in perpetuity, they shall use reasonable and good faith efforts to ensure that neither party engages in any vilification of the other, and shall refrain from making any false, negative, critical or disparaging statements, implied or expressed, concerning the other, including, but not limited to, management style, methods of doing business, the quality of products and services, role in the community, or treatment of one another. The Parties further agree to do nothing that would damage the others business reputation or good will; provided, however, that nothing in this Agreement shall prohibit either party’s disclosure of information which is required to be disclosed in compliance with applicable laws or regulations or by order of a court or other regulatory body of competent jurisdiction.
24. COMMUNICATION
Company utilizes Dubsado, Slack, video calling platforms, and email for gathering all client information. Company’s office hours are Monday through Friday from 9:00AM to 5:00PM EST (Eastern Standard Time). Company’s primary source of communication is through the Project's Client Portal located inside of Dubsado, and through its email operations@tiquehq.com. Company will respond to Client’s emails within those office hours, and no more than 72 hours after Client emails Company.
25. MAXIMUM DAMAGES
The sole remedy for any actions or claims by Client shall be limited to a refund, the maximum amount not to exceed the total monies paid by Client under this Agreement.
26. LIMITATION OF LIABILITY
In no event shall Company be liable under this Agreement to Client or any other third party for consequential, indirect, incidental, special, exemplary, punitive, or enhanced damages, arising out of, relating to, or in connection with any breach of this Agreement, regardless of (a) whether such damages were foreseeable, (b) whether or not Client was advised of such damages, and (c) the legal or equitable theory (contract, tort, or otherwise) upon which the claim is based.
27. INDEMNIFICATION
Client hereby agrees to indemnify, release, discharge and hold harmless the Company, its heirs, legal representatives, assigns, employees or any persons or corporations acting under permission or authority of the Company from and against any liability or claims arising as a result of any work done related to this Agreement.
28. FORCE MAJEURE
No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) control, including, but not limited to, the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) a natural disaster (fires, explosions, earthquakes, hurricane, flooding, storms, explosions, infestations), epidemic, or pandemic; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns or other industrial disturbances; and (i) shortage of adequate power or transportation facilities. The Impacted Party shall give Notice within 5 – 10 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 15-30 days following Notice given by it, the other party may thereafter terminate this Agreement upon Notice. The retainer and all other payments made by Clients up to the date of Notice of a Force Majeure Event are non-refundable. In the event this Agreement is terminated due to the impossibility of the Impacted Party to cure its performance obligations, such payments shall be credited to Clients’ account and must be used within 12 months from the date of Notice of the Force Majeure Event.
29. CANCELLATION OF SERVICES BY COMPANY
In the event Company determines, in its sole discretion, that it cannot or will not perform its obligations under this Agreement due to circumstances including, but not limited to, injury, illness, death of family member, pregnancy, military orders, religious obligations, or other personal emergencies, it will:


Immediately give notice to Client;
Issue a refund or credit based on a reasonably accurate percentage of services rendered; and
Excuse Client of any further performance and/or payment obligations under this Agreement.
30. ENTIRE AGREEMENT
This is a binding Agreement that incorporates the entire understanding of the Parties, supersedes any other written or oral agreements between Company and Client, and any modifications must be in writing, signed by both Parties, and physically attached to the original agreement.
31. VENUE AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida including all matters of construction, validity, performance, and enforcement and without giving effect to the principles of conflict of laws. The Parties agree that any dispute or lawsuit arising out of, or concerning, this Agreement shall be resolved exclusively in a federal or state court of competent jurisdiction located in Seminole county, Florida. The Parties assume responsibility for their own collection costs and legal fees incurred should enforcement of this Agreement should it become necessary.
32. ARBITRATION
Any and all disputes or disagreements rising between the Parties out of this Agreement upon which an amicable understanding cannot be reached, shall be decided by arbitration in accordance with the procedural rules of the American Arbitration Association. The Parties agree to be bound by the decision of the arbitrator(s). The arbitration proceeding shall take place in Seminole county, Florida, unless another location is mutually agreed to by the Parties. The cost and expenses of the arbitrators shall be shared equally by the Parties. Each party shall be responsible for its own costs and expenses in presenting the dispute for arbitration.
33. SEVERABILITY & NO WAIVER
In the event that any part of this Agreement is found to be invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable. Any failure by one or both Parties to enforce a provision of this Agreement shall not constitute a waiver of any other portion or provision of this agreement.
34. TRANSFER
This agreement cannot be transferred or assigned to any third party without written consent of both Parties.
35. HEADINGS
Headings and titles are provided in this Agreement for convenience only and will not be construed as part of this Agreement.
36. NOTICE
Parties shall provide effective notice (“Notice”) to each other via email at the date and time which the Notice is sent: Company’s Email: operations@tiquehq.com; Client’s Email: {{client.email}}.
37. COUNTERPARTS; FACSIMILE SIGNATURES
A copy of this Agreement may be executed by each individual/entity separately, and when each has executed a copy thereof, such copies, taken together, shall be deemed to be a full and complete agreement between the Parties. The Parties agree that a facsimile copy (electronic copy) of this Agreement, which contains the Parties’ signatures, may be used as the original.

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