These Terms and Conditions set forth the entire agreement and understanding of the parties with respect to the subject matter hereof and supersede any and all prior oral or written agreements and understandings, and any and all contemporaneous oral agreements and understandings between you and UZ Marketing regarding the subject matter of these Terms and Conditions.
You acknowledge and agree that we shall have the right (but not the obligation) in our sole discretion, to pre-screen, refuse or remove any project and/or user provided content that violates these Terms or is otherwise objectionable, including, without limitation, projects or content that are illegal, obscene, indecent, defamatory, incites religious, racial or ethnic hatred, or violates the rights of others. Activity that is brought to our attention which appears in our sole judgment to violate the law will be brought to the attention of the proper authorities. You acknowledge, consent and agree that we may access, preserve, and disclose your account information and content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any content violates the rights of third-parties; (d) respond to your requests for customer service; or (e) protect our rights, property, or safety of the rights, property, or safety of our users or the public.
UZ Marketing may update our Terms and Conditions from time to time at our sole discretion without any notification.
PROJECT ESTIMATES & PROPOSALS
UZ Marketing will make every effort to be as accurate and complete as possible in our project estimates and proposals. In order to write an accurate estimate, we must know the exact specifications the job entails. In some cases, a range estimate will be given, based on knowledge of project at the time. Minor revisions are anticipated, but major design/content changes may go beyond the scope of the estimate. The client’s approval will be obtained for any increases in fees or expenses that exceed the original estimate by 10%. Final fees and expenses will be detailed in our invoices. Estimates are valid for 30 days from date of estimate. All outsourced fees will be estimated separately (e.g. printing).
Major revisions include any changes that require us to step back to a prior development phase detailed in the project proposal. For instance, if you request major changes to the design of a website that can’t be accomplished with code after the Photoshop mockup of the website has been approved and the coding phase has begun, UZ Marketing will bill for that additional time.
Projects are billed hourly and by the quarter hour after the first hour (we have a one hour minimum) or by the project, depending on the scope of the work. Specific fees and payment terms will be detailed in your project proposal. For balances under $1,000, payment is due within 15 days of invoice date (Net 15). For balances over $1,000, payment is due within 30 days of invoice date (Net 30), unless otherwise noted. A 10% late fee will be applied to any outstanding balance on all invoices not paid within the terms stated on the invoice (Net 15 or Net 30). Finished work not yet approved by client beyond 15 days shall be billed. There is a $25.00 fee on all returned checks, plus any additional bank fees. Client assumes responsibility for all collection of legal fees necessitated by default in payment. UZ Marketing may request a progressive payment option at our discretion which will be expressed in the project proposal (we typically as for 50% of the estimated project cost before work begins and ask for the remaining 50% upon project completion).
A payment plan can be negotiated for projects over $8,000.
Quick payments are payments received within a week of the invoice due date, which results in 5% off the balance due. If you want to take advantage of the 5% off, pay only the amount in the “quick payment balance due” field on the invoice within five business days.
CANCELLATION FEES & DEPOSITS
In the event of cancellation of a project, the ownership of all copyrights and original artwork, including sketches, PDF files of layouts, and any other mockups, shall be retained by UZ Marketing. Any usage by the client of any of the project elements will result in appropriate legal action. A cancellation fee for work completed shall be paid by the client. The cancellation fee is as follows: 50% of total project fee for preliminary work, concepts, or comps; 75% of total project fee after preliminary work but before completion, 100% of total project fee for completed work regardless of final approval.
Depending on the size of project, a 25-50% non-refundable deposit may be requested before any work begins. The deposit serves to show that you are committed to the project and by accepting the deposit, it 1shows good faith that UZ Marketing will do provide the work detailed in the proposal according to the terms laid out in this document.
Out-of-pocket expenses will be subject to an industry-standard markup to cover time and costs involved. Unless projected to be costly, they will not be included in estimate. Any expenses expected to be above $100 will be discussed with the client. The client shall reimburse UZ Marketing for expenses arising from this project, including but not limited to: photography, fonts, hi-res scanning, digital proofs, production expenses, long distance, postage, travel, sales tax (when applicable), messenger services, shipping, hiring of contract writers/designers, software, web hosting, and printing fees. Items generated in-house, such as color/black & white output and DVDs/CDs, or royalty-free images from our collection, will be billed at a flat rate fee per item, established by UZ Marketing. Mileage may be billed at the IRS 2010 mileage rate of 50¢/mile.
The client will be ultimately responsible for final approval of all comps, including the checking of typos and misspellings. It is important to make all final corrections before the project either goes live or is sent to the printer to avoid delays and additional fees. UZ Marketing will not be held liable for any work that has received final approval.
WRITTEN & ORAL AUTHORIZATION
Invoices will include (and the client shall be obligated to pay) fees or expenses that were authorized either by email, writing or over the phone.
COMPLETION & DELIVERY DATES
Any delay in the completion of a project due to external forces beyond our control (such as unusual transportation delays, unforeseen problems at a vendor site, computer/Internet related issues, holidays, bad road conditions, Acts of God, etc.), or actions and negligence of the client (i.e., content delivery delays), shall entitle UZ Marketing to extend the completion/delivery date, upon notifying the client, by the time equivalent of such a delay without penalty.
If the client wishes to make additional uses of the work, client shall seek permission from UZ Marketing and pay an additional fee to be agreed upon.
It is the sole responsibility of the client to ensure that any intellectual property (artwork, code, etc.) that they provide is owned by them in accordance with copyright laws. UZ Marketing cannot be held responsible for any copyright violations or resulting fees due to assets provided by the client.
Under U.S. copyright law, UZ Marketing retains ownership of the original artwork pieces created for the client (source files, such as: PSD and AI files), although the client shall be owner of the final product/implementation (i.e. website). The original artwork may not be reproduced without consent from UZ Marketing. As an option to you, the original artwork may be purchased in a separate negotiation. Programming and design code produced by UZ Marketing are site and project specific, and may not be reused for any other websites or purposes without the express written permission of UZ Marketing. Client code modification within the contracted scope of work is permitted without reservation.
Prohibited Uses. Except as expressly permitted in these Terms and Conditions, you may not display or print the content from the Services and in no event may you broadcast, circulate, distribute, download, perform, publish, rent, reproduce, sell, store, transmit or create decorative works related to the Services. Additionally, you agree to comply with all applicable laws (including, without limitation, any applicable export controls) in connection with your use of the Services, and with such further limitations or rules as may be posted or otherwise provided in connection with the Services. Without limiting the foregoing, you agree not to transmit, distribute, post, communicate or store information or other material on, to or through the Services that (i) is copyrighted, unless you are the copyright owner; (ii) reveals trade secrets, unless you own them; (iii) infringes on any other proprietary or intellectual property rights of others, on the privacy or publicity rights of others, or any statutory right; (iv) is obscene, defamatory, threatening, harassing, abusive, hateful, or embarrassing to any other person or entity; (v) is sexually-explicit; (vi) constitutes advertisements or solicitations of business, chain letters or pyramid schemes; or (vii) contains viruses, Trojan horses, worms, time bombs, or other computer programming routines or engines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information. You further agree not to (I) use any incomplete, false or inaccurate biographical information or other information for purposes of registering as a Client; (II) delete or revise any material or other information of any other user of the Services; (III) take any action that imposes an unreasonable or disproportionately large load on the Services’ infrastructure; (IV) use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any activity being conducted through the Services; (V) use or attempt to use any engine, software, tool, agent or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Web Site, other than the search engine and search agents available from us through the Services and other than generally available third-party web browsers (e.g., Microsoft Internet Explorer, Google Chrome); or (VI) attempt to decipher, decompile, disassemble or reverse-engineer any of the software comprising or in any way making up a part of the Services.
CREATIVE & INTELLECTUAL PROPERTY
Rights of Clients. Subject to your compliance with these Terms, you shall own the final Response composition provided to you by us (the “Final Product“). You shall not, however, own the Creative and Revision Briefs, individual Responses provided to you or any materials, media or other content generated during any revision cycles leading up to the Final Product, and we expressly reserve all right, title and interest in and to the same. For greater clarity, we retain the rights to all artwork concepts and other content not selected by you. You acknowledge that your ownership rights under these Terms are limited to the Final Product, and that no ownership interest in any trademarks or service marks contained in or made a part of any Final Product are being conveyed under these Terms. You hereby acknowledge that we shall have no obligation or duty to perform trademark, service mark or copyright searches or inquiries, or the like, in order to validate the propriety or legality of the Final Product. Accordingly, you are encouraged to perform your own independent searches with regard to the Final Product. Furthermore, you acknowledge that we shall have no responsibility or obligation of any kind to assist you in seeking state or federal intellectual property protection (i.e., without limitation, trademark or copyright registration) for the Final Product, nor shall we be responsible for otherwise assisting you in any way in your attempt to perfect your rights in or to the Final Product.
If modifications to the project proposal are needed, changes must be documented. The client shall pay for all completed work that has been written or verbally authorized.
LIMITATION OF LIABILITY
UZ Marketing cannot be held liable for any consequential or special damages, such as profit losses.
UZ Marketing may reproduce any design, artwork, or layout in promotional materials such as brochures, mailers and websites. UZ Marketing may use the completed project and any preliminary designs for the purpose of design competitions, future publications on design, educational purposes and the marketing of UZ Marketing. Where applicable, the client will be given any necessary credit for usage of the project elements.
See the provided invoice, quote or project proposal to determine your responsibilities to the completion of the project. It is important that you complete your responsibilities, and your written or oral consent binds you to fulfilling these objectives in a timely fashion.
Written approval or a signature on this document from you, the client, or payment of an invoice issued as a result of a quote or estimate, indicates authorization from your company to proceed with the project at the terms described within this document. You are stating that you are a legally authorized representative and are committing to pay for all fees incurred in the production of this project and that you agree to the terms laid out here.
The client shall bear all costs, expenses and attorney’s fees in any action brought to recover payment under this contract or in which UZ Marketing may become a party by reason of this contract.
LOGO – TERMS OF SERVICE
The Customer will be provided with the Service according to the Packages chosen by the Customer as detailed on The Logo Page. Customer’s Designs will be created iteratively through a Design process of Creative Briefing-Basic Concepts-Feedback-Revision Stage-Feedback-Revision Stage, ultimately resulting in a final Design conforming to Customer’s Creative Briefing and Feedbacks.
Creative Briefing and Designs. The Customer is solely responsible for preparing and sending detailed answers to our logo’s specification briefing (“Logo Design Brief”). UZ Marketing is under no obligation to review a Creative Briefing for further Feedback for any purpose, including accuracy, completeness of information, quality or clarity. UZ Marketing may decide, in its sole discretion, to deny a Creative or Revision Briefing or Feedback.
i. Subject to your compliance with these Terms, you shall own the Final Product. You shall not, however, own any materials, media or other content generated during any revision cycles leading up to the Final Product, and we expressly reserve all right, title and interest in and to the same. We retain the rights to all artwork concepts and other content not selected by you.
ii. You acknowledge that your ownership rights under this agreement are limited to the Final Product, and that no trademarks or service marks in or to any Final Product are being conveyed under this agreement.
iii. We do not guarantee that your logo or tagine will not have similarities to those designed by us for our other customers. Apart from your logo or tagline as a whole, you obtain no right or claim of any kind to any individual design element or elements of the logo or tagline and we reserve the right to use one or more of the design elements in other projects for other customers.
iv. The logo ownership certificate provided with your logo is for promotional/branding purposes only. It does not implicitly or explicitly convey a copyright transfer, as referenced in part ii.
GENERAL – CONTACT INFORMATION
UZ Marketing shall not be responsible for failure or delay of performance if caused by an act of war, hostility, or sabotage, acts of God, electrical, internet, or telecommunication outage that is not caused by us, government restrictions (including the denial or cancellation of any export or other license), or other events beyond our reasonable control.
UZ Marketing will provide you with phone support at no additional charge for technical questions and issues relating to your use of the Site. You may contact our support services by dialing 1-832-598-7226, Monday-Friday 10am-5pm CST, or emailing us at firstname.lastname@example.org. Our mailing address is UZ Marketing, 6401 Bingle Rd., Ste 116 Houston TX 77092.
All sections of this Agreement which, by their nature, should, shall survive termination including payment, indemnity and the disclaimers of warranty and limitations of liability.