Terms
When you work with Inventare Creative, you agree to these terms. They will also be included in your signed agreement. Inventare Creative may change these terms at any time and without advance warning.
Inventare Creative Marketing Services, LLC, dba Inventare Creative
Commencement of Work
The Client agrees to provide signed approval of the proposal and agreement before work commences. A scanned and emailed copy of the signed agreement will suffice. Proposals are good for 21 days.
PaymentThe Client agrees that Inventare Creative Marketing Services, LLC requires the Client to pay a non-refundable deposit of 50% of the estimated amount before any work on a project can begin. The remaining balance will be billed Net 30, once the project is complete. (The remaining balance for websites is due before the site goes live.) There is a finance charge of 1.5% per month (18% annually) on all overdue balances. Tangible goods, such as but not limited to final artwork, are subject to state sales tax. Client acknowledges that other elements of the project may be subject to state sales tax. No additional updates will be made to completed projects until the invoice is paid in full.
Payments will be credited first to late payment charges and next to the unpaid balance. Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. Inventare Creative Marketing Services, LLC reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full.
Inventare Creative Marketing Services, LLC currently accepts checks and also credit cards through PayPal.
Scope of Work
The Client agrees that the fee for service will be the cost estimates provided in the signed agreement plus additional costs for stock photos, illustrations, copywriting or other such products used in the development of the project, including any bought for project development at the request of the Client but not necessarily used in the finished version.
The estimate will include a defined number of concepts and revisions allowed under the estimate; additional concepts and/or revisions will be additionally billed with the written consent of the Client. Any additional concepts and/or revisions will not proceed unless the Client agrees to an additional estimate in writing, and the original outstanding work will be billed.
Changes to completed and signed-off artwork may incur additional billing, which is solely at the discretion of Inventare Creative Marketing Services, LLC.
Client Content
The Client acknowledges that he/she will provide the content for the project unless otherwise specified, which includes any text, images, photographs, audio, video or other materials the Client wishes to include in the project. If the Client needs text written or any other type of content developed for a project, it will be included in the estimate.
The Client agrees that all Client Content (text, artwork, or any other element of the project provided by the Client) is the Client’s to use freely, does not infringe on any other company’s or person’s copyrights and is true and accurate. The Client holds Inventare Creative Marketing Services, LLC and its members, employees, agents, directors, etc. harmless against any and all claims in the case that the Client does not have the rights to use said project materials. Inventare Creative Marketing Services, LLC is not responsible for the truthfulness or accuracy of the Client's content, whether provided by the Client or developed at the direction of the Client.
Copyright and Samples
The Client agrees that Inventare Creative Marketing Services, LLC and/or Sharon Van Poperin, President, retain rights to display finished projects in printed and online portfolios into perpetuity.
The Client also agrees to provide Inventare Creative Marketing Services, LLC and/or Sharon Van Poperin, President, samples of any printed piece produced in a quantity to be determined by Inventare Creative Marketing Services, LLC and/or Sharon Van Poperin, President upon request.
Upon final payment, the Client will retain all reproduction rights to the finished project. If the Client wants to buy the original working files, a payment of 50% of the finished project amount will be required prior to file delivery. The Client may not recreate and/or alter a finished project outside of the original working files produced by Inventare Creative Marketing Services, LLC.
All Inventare Creative-produced websites will have a small attribution link in the footer linking to the Inventare Creative website, unless both parties agree otherwise.
Completion/Delivery of Project
Upon agreement execution and receipt of deposit, Inventare Creative Marketing Services, LLC and the Client will determine a work schedule and timeline for completion. Any delay in the completion of the project due to actions or negligence of Client, including delayed approvals, as well as unusual transportation delays, unforeseen illness, or external forces beyond the control of Inventare Creative Marketing Services, LLC, such as but not limited to printer delays, shall entitle Inventare Creative Marketing Services, LLC to extend the completion/delivery date, upon notifying the Client, by the time equivalent to the period of such delay.
Force Majeure. Inventare Creative Marketing Services, LLC shall not be deemed in breach of this agreement if Inventare Creative Marketing Services, LLC is unable to complete the services or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, death, illness or incapacity of Inventare Creative Marketing Services, LLC or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Inventare Creative Marketing Services, LLC’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Inventare Creative Marketing Services, LLC shall give notice to Client of its inability to perform or of delay in completing the services and shall propose revisions to the schedule for completion of the services.
If the Client does not communicate with Inventare Creative Marketing Services, LLC by email or phone for a period of 15 business days, the project ends, and the Client will not receive a refund.
Rejection/Cancellation of Project
The Client shall not unreasonably withhold acceptance of, or payment for, the project. If, prior to completion of the project, the Client observes any nonconformance with the design plan, Inventare Creative Marketing Services, LLC must be promptly notified, allowing for necessary corrections. Rejection of the completed project or cancellation during its execution will result in forfeiture of deposit and billing for all additional labor or expenses to date.
All Preliminary Works related to the project must then be returned to Inventare Creative Marketing Services, LLC. Inventare Creative Marketing Services, LLC retains all rights in and to all Preliminary Works. Any usage by the Client of those Preliminary Works will result in appropriate legal action. Client shall bear all costs, expenses, and reasonable attorney’s fees in any action brought to recover payment under this agreement or in which Inventare Creative Marketing Services, LLC may become a party by reason of this agreement.
Relationship of the Parties
Independent Contractor. Inventare Creative Marketing Services, LLC is an independent contractor, not an employee of Client or any company affiliated with Client. Inventare Creative Marketing Services, LLC shall provide the services under the general direction of Client, but Inventare Creative Marketing Services, LLC shall determine, in its sole discretion, the manner and means by which the services are accomplished. This agreement 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 this agreement. Inventare Creative Marketing Services, LLC and the work product or deliverables prepared by Inventare Creative Marketing Services, LLC shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, 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 agreement.
No Exclusivity. The parties expressly acknowledge that this agreement does not create an exclusive relationship between the parties. The Client is free to engage others to perform services of the same or similar nature to those provided by Inventare Creative Marketing Services, LLC, and Inventare Creative Marketing Services, LLC shall be entitled to offer and provide services to others, solicit other clients, which may include competitors of the Client, and otherwise advertise the services offered by Inventare Creative Marketing Services, LLC.
Indeminification/Liability
By Client. Client agrees to indemnify, save and hold harmless Inventare Creative Marketing Services, LLC 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 this agreement. Under such circumstances Inventare Creative Marketing Services, LLC shall promptly notify Client in writing of any claim or suit; (a) Client has sole control of the defense and all related settlement negotiations; and (b) Inventare Creative Marketing Services, LLC 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 Inventare Creative Marketing Services, LLC in providing such assistance.
By Inventare Creative Marketing Services, LLC. Subject to the terms, conditions, express representations and warranties provided in this agreement, Inventare Creative Marketing Services, LLC 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 Inventare Creative Marketing Services, LLC’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 (a) Client promptly notifies Inventare Creative Marketing Services, LLC in writing of the claim; (b) Inventare Creative Marketing Services, LLC shall have sole control of the defense and all related settlement negotiations; and (c) Client shall provide Inventare Creative Marketing Services, LLC with the assistance, information and authority necessary to perform Inventare Creative Marketing Services, LLC’s obligations under this section. Notwithstanding the foregoing, Inventare Creative Marketing Services, LLC 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 Inventare Creative Marketing Services, LLC.
Limitation of Liability. THE SERVICES AND THE WORK PRODUCT OF DESIGNER ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF DESIGNER, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“DESIGNER 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 DESIGNER. IN NO EVENT SHALL DESIGNER 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 DESIGNER.
Severability
If an aspect of these terms and conditions is overruled by a court of law, all other terms and conditions stated herein will remain in force.
Entire Agreement
This agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written. This agreement supersedes any prior written or oral agreements between the parties.
Amendment
This agreement may be modified or amended if the amendment is made in writing and is signed by both parties.
Applicable Law
This agreement shall be governed by the laws of the State of Texas.
Updated 2/28/12.