Terms and Conditions
1. Services rendered: Creative Mammals shall perform the services (the “Services”) and provide the deliverables (“Deliverables”) as set out in the Estimate, annexed hereto and made a part hereof, for the design fee (“Design Fee”) set forth on Schedule A and perform such other services for such fees as the parties agree upon in Writing.
2. Client Provides: Client assumes responsibility for providing detailed creative information regarding requirements for the project and Creative Mammals shall be entitled to rely upon the accuracy and completeness of all information supplied to it by Client in order to fulfill this agreement. Creative Mammals shall have no liability to Client or third parties for any delay or damage caused by Client because of Client’s failure to deliver said information and materials as outlined. Client also understands that overages can also be the result of inaccuracies, changes, alterations or additions outside the scope and parameters of this agreement as outlined in the Estimate deliverables. Creative Mammals agrees to notify client before additional monies are incurred or if any unanticipated expenses arise during the execution of the agreement.
3. Time Sensitive: Client will act on its own behalf with respect to the project and who will render timely decisions for approvals when requested by Creative Mammals. Client acknowledges and agrees that Creative Mammals’ delivery on time and within the budget is conditioned upon Creative Mammals’ receipt of prompt written approval (or other agreed upon method of approval) for each stage of production by Client’s authorized person. Client agrees that if approvals and or decisions are NOT made within the agreed schedule timeline, that over-time hours and rush charges could be incurred and will be additional costs. Creative Mammals shall be entitled to charge, for all alterations from the approved deliverable product, designs or developed materials. Client will be advised in advance of and will provide approval for any and all project revisions that will cause the budget to change.
4. Fees and Expenses: Payments shall be invoiced in 2 payments. 50% before job start, and 50% remainder upon completion. Upon payment in full, Creative Mammals agrees to transfer and assign the usage rights of the Deliverables.
5. Copyrighted / 3rdParty Materials: As needed, Client shall be responsible for obtaining and paying for permission to use any copyrighted, trademarked or proprietary information or materials supplied to Creative Mammals for use in connection with the performance of its services hereunder and for obtaining and paying for all releases, permissions and clearances for any talent involved in the project. Client represents and warrants said information and materials will not infringe any copyright, patent, trade secret, trademark or other proprietary right of any third party, including the right of privacy, defamation, and publicity. Client agrees to indemnify and hold Creative Mammals harmless against any and all liability, Cost, loss, expense, (including reasonable attorney’s fees) or damages paid, incurred or occasioned by any claim, demand, suit, settlement or recovery against Creative Mammals, without limitation, arising out of Client’s breach of this Agreement. Additionally, all necessary purchased 3rdparty assets and/or services will be billed at cost + 25% mark up.
6. Fund Security: Client represents and warrants that it is able to meet any financial obligation it may be required to incur hereunder, including and without limitation, the obligation to make payment of all fees and expenses due Creative Mammals hereunder.
7. Termination: Creative Mammals shall be entitled to charge Client, and Client agrees to pay Creative Mammals, for all labor and hard costs incurred by Creative Mammals up to and including the termination date in addition to a kill fee of 25% of the total value of the project.
8. Non Completion: Creative Mammals shall be under no liability if it shall be unable to carry out any part of this Agreement for any reason beyond its control including, but without limitation, any act of God, legislation, war, re, flood, drought, power failures, lock-out, strike or any action taken by employees in contemplation of furtherance or any dispute or owing to any inability to produce materials required for the Agreement. In such event, the Client may, by written notice to Creative Mammals, elect to terminate the Agreement and pay for the Work done and materials used and take delivery or choose to accept delivery of the work when it becomes available.
9. Legal Entities: The parties are separate and independent legal entities. Creative Mammals is performing services for Client as an independent contractor. Nothing contained in this Agreement shall be deemed to constitute either Creative Mammals or Client an agent, representative, partner, joint venture or employee of the other party for any purpose. Neither party has the authority to bind the other or to incur any liability on behalf of the other, nor to direct the employees of the other.
10. Miscellaneous: This Agreement, including the Estimate provided, contains the entire scope, understanding and Agreement of the parties with respect to the subject matter contained herein, supersedes all prior oral or written understandings and Agreements, including without limitation, purchase orders, relating thereto except as expressly otherwise provided, and may not be altered, modified or waived in whole or in part, except in writing, signed by duly authorized representatives of the parties. This Agreement shall be construed and interpreted according to the laws of the State of Georgia, Without regard to conflicts of law principles. Client and Creative Mammals agree that any action at law or in equity that arises out of or relates to this Agreement will be led only in the state or federal courts located in Fulton County, and Client and Creative Mammals hereby consent and submit to the jurisdiction of such Courts for the purposes of litigating any such action.
11. Cont’d: In the event that any provision of this Agreement or any obligation or grant of rights by either party is found invalid or unenforceable pursuant to a judicial decree or decision, any such provision, obligation or grant of rights shall be deemed and construed to extend only to the minimum permitted by law and the remainder of this Agreement shall remain valid and enforceable according to its terms.
Creative Mammals’ liability for damages or losses of any kind, whether in contractor in tort, resulting from any claim, by a third party or otherwise, arising out of this Agreement or the services provided hereunder by Creative Mammals, is limited to the amount of fees payable by the Client with respect to those services, and (ii) neither party shall be responsible or liable for any consequential damages (including but not limited to any loss of revenue or profits or loss of air-time) or punitive, special, indirect or incidental damages resulting from any breach of the Agreement or claim arising out of this Agreement or the services provided hereunder by Creative Mammals.
Creative Mammals shall retain the right to use and include the Deliverables, in whole or in part, in its professional promotional materials.
All the terms and provisions of this Agreement shall be binding upon and shall insure to the benefit of the parties, their successors and assigns and legal representatives.