TERMS
OF AGREEMENT
Updated March 2009
By entering into any contract or agreement with Designer
Graphics for products and/or services to be provided by Designer
Graphics, including without limitation ordering any products
or services through the Designer Graphics web site (hereinafter
referred to as your “Contract” with Designer Graphics),
you hereby agree to abide by, comply with and be legally bound
by the policies, terms and conditions hereinafter set forth
(these “Terms and Conditions”).
For purposes of these Terms and Conditions, references to
the products and/or services provided by Designer Graphics
shall include, without limitation, logos, designs, names,
graphics or similar materials or information, whether or not
protectable, web design, stationery, brochures, marketing
materials and other design services, printing services, and
any and all future product or service offerings of Designer
Graphics.
If you do not agree with any provision of these Terms and
Conditions, you should not order any products or services
from Designer Graphics or enter into your Contract with Designer
Graphics. These Terms and Conditions are hereby incorporated
by reference into your Contract. To the extent that any provision
of these Terms and Conditions conflicts with any provision
of your Contract, the provision set forth herein shall be
deemed amended so as to be consistent with the provisions
of your Contract.
Designer Graphics reserves the right to modify, amend, update
and change these Terms and Conditions from time to time without
notice. You are responsible for regularly viewing these Terms
and Conditions. You acknowledge and agree that Designer Graphics
shall not be liable to you or to any third party for any modification,
amendment, suspension, discontinuance or other change to these
Terms and Conditions.
PAYMENT
Payment for any and all products and services to be provided
by Designer Graphics under your Contract is due in advance
of the commencement of any work by Designer Graphics. If the
email you provide is not valid or is filtered by your email
system, Designer Graphics will not be liable for any late
service fees and will not refund clients for this reason.
Designer Graphics shall be entitled, in its sole and absolute
discretion, to withhold any products or services it is otherwise
obligated to deliver or provide under your Contract until
such time as payment in full has been received. Designer Graphics
will notify you of any additional charges under your Contract
prior to commencing performance of its obligations there under.
DELIVERY AND ACCEPTANCE
Upon completion of its products and/or services in accordance
with the terms and conditions set forth in your Contract,
Designer Graphics shall deliver your product via email for
your review. You shall have 14 business days from the date
of delivery to notify Designer Graphics in writing of your
acceptance or rejection of the product and/or service. Your
failure to notify Designer Graphics in writing of your rejection
of the product and/or service within said 14 day period shall
constitute your acceptance of the product and/or service.
In the event you reject the product and/or service, you shall
notify Designer Graphics in writing of your rejection within
said 14 day period, including a detailed explanation for such
rejection, following which Designer Graphics shall use commercially
reasonable efforts to provide a substitute or replacement
product or service as soon as practicable. Upon your written
acceptance of the product or service, or any substitute or
replacement product or service, Designer Graphics shall release
and deliver the same to you, to such location and in such
format as agreed upon in your Contract. This project will
be determined to be closed if we do not have written, phone
or in person contact from 14 days from the last revision.
The project may be re-opened only upon Designer Graphics’
discretion.
PROPRIETARY RIGHTS
You represent and warrant that you are the owner of or have
the exclusive right to use any and all proprietary information
you provide to Designer Graphics or refer to Designer Graphics
in furtherance of or in connection with your Contract, including
without limitation any and all trade names, trademarks, copyrights,
graphics, images, icons, designs, logos, written content/copy
for any use.
DESIGNER GRAPHICS MAKES NO REPRESENTATION OR WARRANTY THAT
IT HAS THE EXCLUSIVE RIGHT, TITLE AND INTEREST IN AND TO THE
PRODUCTS AND/OR SERVICES PROVIDED TO YOU OR THAT SUCH PRODUCTS
AND/OR SERVICES DO NOT AND WILL NOT INFRINGE ON THE INTELLECTUAL
PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY. Designer
Graphics WILL NOT TAKE ANY ACTION IN FURTHERANCE OF PROTECTING
THE PRODUCTS AND/OR SERVICES TO BE DELIVERED UNDER YOUR CONTRACT,
AND WILL DELIVER THE SAME “AS IS” AND WITHOUT
ANY REPRESENTATION OR WARRANTY AS TO YOUR ABILITY TO USE SUCH
PRODUCTS AND/OR SERVICES OR TO OBTAIN TRADEMARK, COPYRIGHT
OR SIMILAR PROTECTION OF SUCH PRODUCTS AND/OR SERVICES, IN
THE UNITED STATES OR ANY OTHER JURISDICTION.
Upon your acceptance of the product or service and Designer
Graphics’ receipt of payment in full therefore, Designer
Graphics will assign, convey, transfer and deliver all of
its right, title and interest in and to the products and/or
services provided by Designer Graphics for you under the terms
of your Contract. Any products or services, including samples,
rejected or otherwise not delivered by Designer Graphics and
accepted by you shall at all times remain the property of
Designer Graphics and you shall have no right in or to such
products or services.
Designer Graphics retains and reserves the perpetual, royalty-free
right to use any and all products and/or services developed
by Designer Graphics for display and self-promotional purposes,
regardless of your acceptance and Designer Graphics’
delivery of the same to you.
Designer Graphics specializes in custom designs. We can not
grant requests to duplicate any designs that have been previously
designed by Designer Graphics or any other company unless
you can provide notarized written notice from an executive
member of the company. Designer Graphics will attempt to create
designs with a similar look and feel as the design you requested.
Refunds will not be provided to companies who have ordered
designs and did not receive an identical design to an already
trademarked or designed logo. Designer Graphics will work
with your company to develop an original design you are satisfied
with.
DISCLAIMER OF WARRANTIES
YOU HEREBY EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE INFORMATION,
SOFTWARE, CODES, PRODUCTS, SERVICES, TEXT, GRAPHICS, LOGOS
OR OTHER ITEMS AND MATERIALS PROVIDED OR MADE AVAILABLE BY
DESIGNER GRAPHICS ARE PROVIDED “AS IS” WITHOUT
ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND. TO THE FULLEST
EXTENT PERMITTED BY LAW, DESIGNER GRAPHICS HEREBY DISCLAIMS
ALL IMPLIED WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION
WARRANTIES OF MERCHANTABILITY, SUITABILITY, INFRINGEMENT OF
INTELLECTUAL PROPERTY RIGHTS, OR FITNESS FOR A PARTICULAR
PURPOSE. DESIGNER GRAPHICS MAKES NO WARRANTY THAT ITS PRODUCTS
OR SERVICES WILL BE PROVIDED IN A TIMELY AND SECURE MANNER,
OR WITHOUT ERRORS OR DEFECTS, OR THAT ITS PRODUCTS OR SERVICES
WILL NOT INFRINGE ON THE INTELLECTUAL PROPERTY OR PROPRIETARY
RIGHTS OF ANY THIRD PARTY. DESIGNER GRAPHICS DOES NOT WARRANT
THAT THE RESULTS OBTAINED FROM YOUR USE OF THE PRODUCTS OR
SERVICES PROVIDED BY DESIGNER GRAPHICS WILL MEET YOUR EXPECTATIONS.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL
DESIGNER GRAPHICS OR ANY SUBSIDIARY, AFFILIATE, OFFICER, DIRECTOR,
SHAREHOLDER, AGENT, EMPLOYEE OR REPRESENTATIVE THEREOF BE
LIABLE TO YOU OR ANY THIRD PARTY MAKING A CLAIM THROUGH YOU
FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY
SPECIAL, INCIDENTAL, DIRECT, INDIRECT, PUNITIVE OR CONSEQUENTIAL
DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION DAMAGES FOR
LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION OR LOSS
OF INFORMATION OR THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS
OR SERVICES), ARISING OUT OF OR RELATED TO YOUR CONTRACT,
THESE TERMS AND CONDITIONS, OR THE PRODUCTS OR SERVICES PROVIDED
DESIGNER GRAPHICS TO YOU, EVEN IF DESIGNER GRAPHICS HAS BEEN
ADVISED OF THE POTENTIAL FOR SUCH DAMAGES AND WHETHER SUCH
DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE,
IN EQUITY, AT LAW OR OTHERWISE. NOTWITHSTANDING ANY PROVISION
TO THE CONTRARY CONTAINED IN YOUR CONTRACT OR THESE TERMS
AND CONDITIONS, DESIGNER GRAPHICS LIABILITY TO YOU FOR ANY
DAMAGES RELATED TO OR ARISING OUT OF THE CONTRACT OR DESIGNER
GRAPHICS PROVISION OF PRODUCTS OR SERVICES SHALL NOT EXCEED
THE AGGREGATE AMOUNT PAID BY YOU TO DESIGNER GRAPHICS UNDER
YOUR CONTRACT OR FOR SUCH PRODUCTS OR SERVICES.
PRINTING LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL
DESIGNER GRAPHICS OR ANY SUBSIDIARY, AFFILIATE, OFFICER, DIRECTOR,
SHAREHOLDER, AGENT, EMPLOYEE OR REPRESENTATIVE THEREOF BE
LIABLE TO YOU OR ANY THIRD PARTY MAKING A CLAIM THROUGH YOU
FOR ANY PRINTING DAMAGES WHATSOEVER, (to include for example,
yet not exclude any other printing issues: color variation,
product delivery, pricing, condition of product upon delivery,
necessity or quality of printed proofs, typing or content
errors) as they may relate to print services that have been
fulfilled by vendors or companies outside of Designer Graphics.
This includes any vendors that may be listed on Designer Graphics.net.
INDEMNIFICATION
You agree to indemnify and hold Designer Graphics, its subsidiaries,
affiliates, directors, officers, shareholders, agents and
employees, harmless from and against any loss, damage, liability,
cost or expense of any kind, including attorneys’ fees,
incurred by Designer Graphics in connection with a third party
claim, demand or otherwise, due to, arising out of, related
to or otherwise attributable to the actual or alleged infringement
or violation of any intellectual property right asserted by
a third party, or otherwise arising out of or related to (i)
any materials or intellectual property provided by you in
furtherance of the project contemplated by your Contract,
or (ii) your use of any of the products or services provided
by Designer Graphics pursuant to your Contract.
COPYRIGHT AND TRADEMARK NOTICES
All intellectual property of Designer Graphics, including
all web site screens and portions thereof, graphics, original
text elements, site design, logos, pictures and icons, as
well as the selection, format and organization thereof, constitute
proprietary and confidential information that is protected
by applicable intellectual property and other laws. Except
as expressly authorized by Designer Graphics in writing or
otherwise required by applicable law, any rent, lease, sale,
modification, duplication, distribution, alteration, retransmission
or publication of any intellectual property or proprietary
information of Designer Graphics is strictly prohibited.
GOVERNING LAW
These Terms and Conditions shall be interpreted, construed,
governed by and enforced in accordance with the laws of the
State of Oregon. Under no circumstances shall the laws of
any other state be applied, even where such a result would
be implicated by conflict of law principles. You hereby irrevocably
consent to the personal and exclusive jurisdiction and venue
of the federal and state courts located in Oregon regarding
any and all disputes relating to your Contract or these Terms
and Conditions.
GENERAL
These Terms and Conditions, together with your Contract, shall
constitute the sole agreement and understanding between you
and Designer Graphics regarding the matters set forth herein,
and any and all previous agreements and understandings between
or among you and Designer Graphics regarding the subject matter
hereof, whether written or oral, other than your Contract,
are superseded by these Terms and Conditions. No agreement
or other understanding other than your Contract purporting
to modify these Terms and Conditions shall be binding upon
Designer Graphics unless otherwise agreed to by Designer Graphics
in writing. The failure of Designer Graphics to exercise or
enforce any right or provision of these Terms and Conditions
shall not constitute a waiver of such right or provision.
Any provision of these Terms and Conditions which is invalid
or unenforceable in any jurisdiction shall be ineffective
to the extent of such invalidity or unenforceability without
invalidating or rendering unenforceable the remaining provisions
hereof; and any such invalidity or unenforceability in any
jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.
LOGO DESIGN TECHNICALITIES
The logo designed will have a CMYK color model. If Pantone
colors are needed the exact values should be specified by
you. The source file will be .eps, and will allow editing
of size, color etc and the fonts will be converted into paths/outlines/graphic
objects.
Other formats sent will be:
• JPEG• TIFF • GIF • BMP
WEBSITE DESIGN TECHNICALITIES
AUTHORIZATION
Under your Contract, you are engaging Designer Graphics as
an independent contractor for the specific project of developing
a Web site to be installed either on Designer Graphics’
host account, or on your own web space on an Internet Service
Provider's computer. You hereby authorize Designer Graphics
to access this account, and authorize the Internet Service
Provider to provide Designer Graphics with "write permission"
for your web page directory, cgi-bin directory, and any other
directories or programs which need to be accessed for this
project.
CONTENT, IMAGE OR LOGO SUBMISSION
Content, images, logos or other files to be included in your
website will be supplied by you in electronic form (Word file
for copy, high resolution digital formats for images, etc.).
CHANGES TO SUBMITTED TEXT
Time required to make substantive changes to the copy you
provide which are requested after the Web pages have been
constructed and the site has gone live, will be billed at
an hourly rate of $50.
INTERNET SERVICE PROVIDER/WEB HOST
Under your contact, should you choose to use your own Internet
Service Provider (ISP), you understand that anyISP services
require a separate contract with the ISP of your choice. You
agree to select an ISP which allows Designer Graphics full
access to the Web site and a cgi-bin directory via FTP and
telnet. In case you have not secured Web space on an ISP computer
by the time the Web pages are completed, the Web pages may
be delivered to you on diskette.
FUNCTIONS
Designer Graphics does not warrant that the functions contained
in their Web pages or the Internet Web site will meet your
requirements or that the operation of the Web pages will be
uninterrupted or error-free. The entire risk as to the quality
and performance of the Web pages and Web site is with you.
In no event will Designer Graphics be liable to you or any
third party for any damages, including any lost profits, lost
savings or other incidental, consequential or special damages
arising out of the operation of or inability to operate these
Web pages or Web site, even if Designer Graphics has been
advised of the possibility of such damages.
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