Jackson Designz is a freelance Graphic and Web Company.
The Company carries on the business of providing custom graphic or web design services focusing on the creation and execution of developing a website for the purposes of business growth (hereinafter referred to as the “Design Services”), as well as carries on the business of providing support, guidance, and mentorship of other designers for the purposes of business growth (hereinafter referred to as the “Program” or “Coaching Services”).
The final work delivered (“Final Deliverables”) for a web design project is composed of a digital file (.PDF) which outlines key features and plugins on the site, the current username and password and applicable contact information.
The final work delivered (“Final Deliverables”) for a graphic design project(s) is composed of digital files (.PNG and .EPS), unless otherwise requested.
All copy and required information must be received in full / complete before any web design work is done.
A “revision set” shall be defined as any and all changes included in a single email.
Turnaround time for each revision set is approximately 2-3 days, though can be longer depending on circumstances of the Company.
Fees and Payment
Payments are due in full unless discussed otherwise with client. Additional fees may apply for over 3 revisions requested.
All logo designs come with up to 3 revisions on the final logo mock up design.
Once a website design has been commenced and approved, it cannot be edited unless discussed further with the designer. Additional fees may apply.
Final designs will not be turned over to the Client until the Package is paid in full.
The Client is responsible for any foreign transaction or other processing fee their financial institution may charge for processing the payment.
All transactions will be invoiced and are processed in US Dollars (USD) and are non-refundable.
Delayed Payment: If, after the project has commenced, subsequent invoices are not paid within 7 days, a 15% “delayed payment” fee will be charged. This initial 15% figure will be added upon each recurring 7 day period until the full amount has been received by the Company.
**All payments are final once the work has commenced within any project, which client understands when making payment. If there is a special and client agrees to no longer work on the current project, full price will be applied for the work that has been completed voiding out the sale price.
During the term of this Agreement, the Client agrees as follows:
(a) to provide as much needed information as possible about their business before work begins.
(b) to provide any and all content needed to complete the website/graphic design in a timely fashion. If the content is not provided, this can and will delay the launch of the project.
During the term of this Agreement, the Company agrees as follows:
(a) devote sufficient time and effort to the Design Services.
(b) provide Final Deliverables at or before the agreed upon due date, to the best of their ability; if delays arise, for whatever reason, the Company shall notify the Client immediately.
Each party shall use reasonable efforts to notify the other party, in writing, of a delay.
The Client shall use all reasonable efforts to provide needed information, materials and approvals. Any delay by Client will result in a day-for-day extension of the due date for all Final Deliverable(s).
Any delay by the Client will result in a day-for-day extension of the Design Services and Final Deliverables.
In the event that any cause beyond the reasonable control of either Party, including without limitation acts of God, war, curtailment or interruption of transportation facilities, threats or acts of terrorism, State Department travel advisory, labor strike or civil disturbance, make it inadvisable, illegal, or impossible, either because of unreasonable increased costs or risk of injury, for either Party to perform its obligations under this Agreement, the affected Party’s performance shall be extended without liability for the period of delay or inability to perform due to such occurrence.
Termination of Services
Company is committed to providing all clients with a positive experience. By signing with Lakeasha Jackson and Jackson Designz, the Client agrees that the Company may, at its sole discretion, terminate this Agreement without refund or forgiveness of monthly payments already received if Client becomes disruptive or upon violation of the terms. The Client shall, upon termination by either Party, pay the Company all unpaid amounts due for Content / Services completed prior to notice of termination.
The Client shall not unreasonably withhold acceptance of, or payment for, the project. If, prior to completion of the project, the client observes any non-conformance with the design plan, the Company must be promptly notified, allowing for necessary corrections.
Rejection of the completed Project or cancellation by the Client during its execution will result in forfeiture of deposit and the possible billing for all additional labor or expenses to date. No refunds will be issued for work already completed. All elements of the project must then be returned to the Company.
Intellectual Property / Copyright
Copyright to the finished design produced by Company is owned by Company. Rights to photos, graphics, work-up files, and computer programs are specifically not transferred to the Client, and remain the property of their respective owners. Company grants client an irrevocable license to use the finished product for business purposes. Client may not change, create derivative works or extract portions of the Final Deliverable(s). Any adaptation, reproduction or distribution by anyone other than the Client is hereby strictly prohibited unless expressly agreed to by the Company.
Copyright to the finished design (but not any preliminary proofs, designs or sketches) produced by Company may be purchased and transferred to the Client, with a release of raw and / or vector files (.EPS, .PS, etc), for a rate discussed per file. Rights to photos, graphics, work-up files, and computer programs would specifically not be transferred to the Client, and remain the property of their respective owners.
The Client represents to the Company and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Company for inclusion in the designs are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements and shall hold harmless, protect, and defend Company, its subsidiaries, agents, affiliates, successors, assigns, employees, and subcontractors from any claim or suit arising from the unlawful use of such elements furnished by the Client.
The Company researches and choose images and fonts for designs that are provided or sold either for Public Use or Commercial Use (not Personal Use Only).
Any logos that contain stock-photo clip art are referred to as “unofficial” logos. This means they may be used on business cards, letterhead, stationary, etc.; this is basic branding. “Official” refers to a logo that is legally trademarked, exclusive to the company, or used as a service mark. If you wish to have an “official” logo, please let the Company know, as it may require text-only (image-less) or use of specific images. If you do not plan to trademark the logo, this does not affect you.
The Company reserves the right at their sole discretion to remove Content or material alleged to be infringing without prior notice or liability to the Client.
The Company may request that Client include a byline and link on the bottom of the web page establishing authorship credit by the Company. This byline is upon the agreement of both Parties and must be removed at any time upon written request by the Company.
All Content created by the Company, unless explicitly stated as containing confidential information, will be used as promotional and marketing materials of the Company, labeled as previous examples of work created.
During the first two (2) months following the completion of a project, the Company shall provide up to one (1) hour of Support Services at no additional cost to the Client. Support Services means commercially reasonable technical support and assistance to maintain and update the Final Deliverable(s), including correcting any errors or deficiencies. Requests for additional support will be billed on a time and materials basis at the Company’s standard hourly rate of $125 USD / hour. The services in the Warranty Period do not include enhancements to the Project or other services outside the scope of the Proposal.
Compelled Disclosure of Confidential Information
Notwithstanding anything in the foregoing, in the event that Client is required by law to disclose any of the Confidential Information, Client will (i) provide Company with prompt notice of such requirement prior to the disclosure, and (ii) give Company all available information and assistance to enable Company to take the measures appropriate to protect the Confidential Information from disclosure.
Client shall not make any false, disparaging, or derogatory statement in public or private regarding Company, its employees, or agents. Company shall not make any false, disparaging, or derogatory statements in public or private regarding Client and its relationship with Company.
Client agrees to indemnify and hold harmless Company, its affiliates, and its respective officers, directors, agents, employees, and other independent contractors from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, arising out of, or relating to, Client’s participation or action(s) under this Agreement. Client agrees to defend against any and all claims, demands, causes of action, lawsuits, and/or judgments arising out of, or relating to, the Client’s participation under this Agreement, unless expressly stated otherwise by Company, in writing.
If a dispute is not resolved first by good-faith negotiation between the Parties to this Agreement, every controversy or dispute to this Agreement will be submitted to Arbitration. The arbitration shall occur within ninety-(90)-days from the date of the initial arbitration demand and shall take place in [Suffolk County, Long Island]. The Parties shall cooperate in exchanging and expediting discovery as part of the arbitration process and shall cooperate with each other to ensure that the arbitration process is completed within the ninety-(90)-day period. The written decision of the arbitrators (which will provide for the payment of costs, including attorneys’ fees) will be absolutely binding and conclusive and not subject to judicial review, and may be entered and enforced in any court of proper jurisdiction, either as a judgment of law or decree in equity, as circumstances may indicate.
This Agreement is considered a mutual non-disclosure agreement. Both Parties agree not to disclose, reveal or make use of any information learned by either party during discussions, Or otherwise, throughout the Term of this Program (“Confidential Information”). Confidential Information includes, but is not limited to, information disclosed in connection with this Agreement, and shall not include information rightfully obtained from a third party. Both Parties shall keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information. The obligation of the Parties hereunder to hold the information confidential does not apply to information that is subsequently acquired by either Party from a third party who has a bona fide right to make such information available without restriction. Both Parties agree that any and all Confidential Information learned as of the Effective Date shall survive the termination, revocation, or expiration of this Agreement.
Entire Agreement; Amendment; Headings
This Agreement constitutes the entire agreement between the Parties with respect to its relationship, and supersedes all prior oral or written agreements, understandings and representations to the extent that they relate in any way to the subject matter hereof. Neither course of performance, nor course of dealing, nor usage of trade, shall be used to qualify, explain, supplement or otherwise modify any of the provisions of this Agreement. No amendment of, or any consent with respect to, any provision of this Agreement shall bind either party unless set forth in a writing, specifying such waiver, consent, or amendment, signed by both parties. The headings of Sections in this Agreement are provided for convenience only and shall not affect its construction or interpretation.
This Agreement may be executed in one or more counterparts (including by means of facsimile or electronic mail via portable document format), each of which shall be deemed an original but all of which together will constitute one and the same instrument.
Should any provision of this Agreement be or become invalid, illegal, or unenforceable under applicable law, the other provisions of this Agreement shall not be affected and shall remain in full force and effect.
The waiver or failure of Company to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder.
This Agreement may not be assigned by either Party without express written consent of the other Party.
Company makes no guarantee regarding the measurable conversion rate of a completed website, other than that the Services offered in this Program shall be provided to Client in accordance with the terms of this Agreement.
Client accepts and agrees that Client is 100% responsible for its progress and results from the Coaching Program. Company will help and guide Client; however, participation is the one vital element to the Program’s success that relies solely on Client. Company makes no representations, warranties or guarantees verbally or in writing regarding Client’s performance. Client understands that because of the nature of the program and extent, the results experienced by each client may significantly vary. By signing below, Client acknowledges that there is an inherent risk of loss of capital and there is no guarantee that Client will reach its goals as a result of participation in the Program and Company’s comments about the outcome are expressions of opinion only. Company makes no guarantee other than that the Services offered in this Program shall be provided to Client in accordance with the terms of this Agreement.
This agreement is governed by the laws of the State of New York and the applicable laws of New York, regardless of the conflict of laws principles thereof.
The Client and the Company agree to attorn to the jurisdiction of the State of New York, in New York, in the event of a dispute between themselves.