This Agreement, for Design Services (the “Agreement”) is between Yaroslav Syniavskyi, founder of Renddder.com (“Creator”), and it’s client (“Client”) (together known as the “Parties”), for the performance of said Design Services and the production of Deliverables, as described in Statement of Work. The Parties agree as follows:
1. DEFINITIONS
As used herein and throughout this Agreement:
1.1 “Agreement” means the entire content of this document, the Proposal document(s) (if any), Statement of Work together with any other Supplement, Exhibits, or additional documents.
1.2 “Client Content” means all materials, information, photography, writings and other creative content provided by Client for use in the preparation of and/or incorporation in the Deliverables.
1.3 “Copyrights” means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under the United States Copyright Law.
1.4 “Deliverables” means the services and work product, as mutually agreed upon by Client and Creator, to be delivered by Creator to Client at the end of each iteration, milestone or revision, in the form and media specified in Statement of Work.
1.5 “Creator Tools” means all design tools developed and/or utilized by Creator in performing the Services.
1.6 “Final Art” means all creative content developed or created by Creator, or commissioned by Creator, exclusively for the Project and incorporated into and delivered as part of the Final Deliverables, including, but not limited to, any and all visual designs, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, modifications to Client Content, and Creator’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials, and as approved and accepted by Client.
1.7 “Final Deliverables” means the final versions of Deliverables provided by Creator and approved and accepted by Client.
1.8 “Preliminary Works” means all artwork including, but not limited to, concepts, storyboards, sketches, scripts, visual presentations, or other alternate or preliminary designs and documents, developed by Creator and which may or may not be shown and or delivered to Client for consideration.
1.9 “Project” means the scope and purpose of Client’s identified usage of the work product.
1.10 “Services” (or “Creator’s Services”) means all services and the work product to be provided to Client by Creator as described and otherwise further defined in the Deliverables.
1.11 “Third Party Materials” means proprietary third party materials which are incorporated into the Final Deliverables, including, but not limited to, stock music, stock photography, videography or stock 3D assets.
1.12 “Trademarks” means trade names, words, symbols, designs, logos or other devices or designs used to designate the origin or source of goods or services.
2. INTELLECTUAL PROPERTY PROVISIONS
2.1 Client Content. Client Content, including all pre-existing Trademarks and copyright material, shall remain the sole property of Client, and Client shall be the sole owner of all rights in connection therewith. Client hereby grants to Creator a nonexclusive, non transferable license to use, reproduce, and modify the Client Content solely in connection with Creator’s performance of the Creator’s Services and the production of the Deliverables.
2.2 Third Party Materials. All Third Party Materials are the exclusive property of their respective owners. Creator shall inform Client of all Third Party Materials that may be required to perform the Design Services or otherwise integrated into the Final Art. Under such circumstances, Creator shall inform Client of any need to license.
2.3 Assignment of Copyrights. Upon completion of the Services and conditioned upon full payment of all fees and costs due, Creator shall assign to Client all ownership rights, including any copyrights, in and to any artworks or designs comprising the works created by Creator as part of the Final Art and Final Deliverables for use by Client. Creator shall cooperate with Client and shall execute any additional documents reasonably requested by Client to evidence all such assignments of intellectual property.
2.4 Assignment of Final Art. Upon completion of the Design Services, and subject to full payment of all fees, costs and expenses due, Creator hereby assigns to Client all right, title and interest, including without limitation, copyright and other intellectual property rights, in and to the Final Deliverables and the Final Art. Creator agrees to reasonably cooperate with Client and shall execute any additional documents reasonably necessary to evidence such assignment.
3. FEES
Payment Terms and Schedule will be specified in Statement of Work. In consideration of the Services to be performed by Creator, Client shall pay to Creator fees in the amounts and according to the Payment Terms and Schedule, as set forth in Statement of Work. Each payment to be received via Stripe, Zelle or Bank transfer.
4. TIMING AND ACCEPTANCE
4.1 Timing. Creator shall prioritize performance of the Services as may be necessary or as agreed upon by the Parties, and will undertake commercially reasonable efforts to perform the Services. Client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) approve and accept the Deliverables in writing (which may then become the Final Deliverables) or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to Creator.
4.2 Force majeure. Deliverables may be postponed when events occur that are beyond either Party's control, causing contract performance to be impractical or impossible. Force majeure events typically involve but are not limited to things such as war, riots, extreme weather, government orders etcetera.
4.3 Acceptance. Client, within 3 business days of receipt of each Deliverable and/or Final Deliverable, shall notify Creator, in writing, of any failure of such Deliverable and/or Final Deliverable to comply with the specifications as agreed upon by the Parties, or of any other objections, corrections, changes or amendments Client wishes made to such Deliverable and/or Final Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and Creator shall undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from Client within said stated time period, the Deliverable and/or Final Deliverable shall be deemed accepted. Either Party shall respond to messages (Telegram, WhatsApp, Viber or Skype), and email within 24 hours if possible, within 3 business days at the latest. Failure to respond in a timely manner may result in late delivery and/or extra fees. If Client fails to respond within 3 business days, Creator may redirect her/his resources to other project(s). If Client fails to respond within 3 business days, Creator may choose to move production capacity to other project(s) and by doing so the production on Client’s project may be resumed when Creator becomes available.
5. CLIENT RESPONSIBILITIES
Client acknowledges that he shall be responsible for performing the following in a reasonable and timely manner:
(a) Coordination of any decision-making with parties other than the Creator;
(b) Provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables with or without further preparation; and,
(c) Final proofreading pursuant to Provisions 4.1 and 4.2.
6. RECOGNITION
Creator retains the right to reproduce, publish and display any Deliverables and/or Final Deliverables in Creator’s portfolios and websites, and other media for the sole purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of Deliverables and/or Final Deliverables in connection with such uses. Either Party, subject to the other’s written approval, may include a link to the other Party’s website.
7. CONFIDENTIAL INFORMATION
Each Party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other Party, including, but not limited to, Preliminary Works (“Confidential Information”). Each Party, its agents, employees and independent contractors shall hold and maintain in strictest confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations pursuant to this Agreement, except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
8. RELATIONSHIP OF THE PARTIES
8.1 Independent Contractor. Creator is an independent contractor, not an employee of Client or any company affiliated with Client. Creator shall provide the Services under the general direction of Client, but Creator shall determine 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. Creator and the Deliverables prepared by Creator 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.
8.2 No Exclusivity. The Parties expressly acknowledge that this Agreement does not create an exclusive relationship between the Parties. Client is free to engage others to perform services of the same or similar nature to those provided by Creator, and Creator shall be entitled to offer and provide Design Services to others, solicit other clients and otherwise advertise the services offered by Creator.
9. WARRANTIES AND REPRESENTATIONS
9.1 By Client. Client represents, warrants and covenants to Creator that
(a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content; and,
(b) To the best of Client’s knowledge, the Client Content does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties.
9.2 By Creator.
(a) Creator hereby represents, warrants and covenants to Client that Creator will provide Creator’s Services and produce the Deliverables and Final Deliverables as identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services.
(b) Creator further represents, warrants and covenants to Client that
• (i) The Final Deliverables shall be the original work of Creator; and,
• (ii) To the best of Creator’s knowledge, the Final Art provided by Creator does not infringe the rights of any party, and use of the same in connection with the Project will not violate the rights of any third parties.
10. INDEMNIFICATION
10.1 By Client. Client agrees to indemnify, save and hold harmless Creator 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, Client shall promptly notify Creator in writing of any claim or suit. Client has sole control of the defense and all related settlement negotiations. Creator shall provide Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section.
10.2 By Creator. Subject to the terms, conditions, express representations and warranties provided in this Agreement, Creator 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 Creator’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.
11. TERM AND TERMINATION
11.1 This Agreement shall commence upon the Effective Date in Statement of Work and shall remain effective until the Services are completed and the Final Deliverables and the Final Art are delivered.
11.2 This Agreement may be terminated at any time by either Party effective immediately upon notice, or the mutual agreement of the Parties.
11.3 Upon termination of this Agreement:
(a) Each Party shall return or, at the disclosing Party’s request, destroy the Confidential Information of the other Party; and,
(b) Other than as provided herein, all rights and obligations of each Party under this Agreement, exclusive of the Services, shall survive.
(c) Termination of this Agreement by Client may result in penalty fees.
12. GENERAL
12.1 Modification/Waiver. This Agreement may be modified by Creator.
12.2 Notices. All notices to be given hereunder shall be transmitted in writing by email.
12.3 Governing Law. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction.
12.5 Integration. This Agreement comprises the entire understanding of the Parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the Parties relating to the subject matter of this Agreement.
By their execution, the Parties hereto have agreed to all of the terms and conditions of this Agreement and each Party represents that it has the full authority to enter into this Agreement and to bind her/his respective Party to all of the terms and conditions herein.
Founder @ Renddder.com
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