TERMS & CONDITIONS
THE BASIC TERMS AND CONDITIONS LISTED BELOW WILL ACT AS A BINDING CONTRACT DETAILING THE DESIGN SERVICES AGREEMENT MADE AND ENTERED INTO BY AND BETWEEN WALLENDORF STUDIO, AND [ANY CLIENT WHO HAS READ THIS PAGE IN IT’S ENTIRETY, AND BY RETURNING THE SIGNED QUOTE, HAS AGREED TO AND ACKNOWLEDGED ALL OF THE TERMS LISTED HEREIN]. WE RESERVE THE RIGHT TO UPDATE OUR TERMS & CONDITIONS PERIODICALLY AS NEEDED. (HEREINAFTER REFERRED TO AS THE “CLIENT” (HEREINAFTER REFERRED TO AS THE “CLIENT”, AND JOINTLY WITH “WALLENDORF STUDIO” SHALL BE REFERRED TO AS THE “PARTIES”), FOR THE PERFORMANCE OF THE SERVICES DESCRIBED IN THE QUOTE PRESENTED TO THE CLIENT. (HEREINAFTER REFERRED TO AS THE “QUOTE”). THE PARTIES THEREFORE AGREE AS FOLLOWS:
Basic Terms and Conditions
1. DEFINITIONS
As used herein and throughout this Agreement:
1.1 Agreement means the entire content of this Agreement, the quote document(s) as Exhibit “A”, Intellectual Property Provisions as Exhibit “B”, together with any other Supplements designated below, together with any exhibits, schedules or attachments hereto.
1.2 Wallendorf Studio Address means 11956 Bernardo Plaza Dr. #449. San Diego, California 92128
1.3 Client Address means [ADDRESS OF CLIENT]
1.4 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.
1.5 Copyrights mean the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under applicable law.
1.6 Deliverables mean the services and work product specified in the quote to be delivered by Wallendorf Studio to Client, in the form and media specified in the Quote.
1.7 Designer Tools mean all design tools developed and/or utilized by Wallendorf Studio in performing the Services, including without limitation pre-existing and newly developed software, including source code, Web authoring tools, type fonts, and application tools, together with any other software, or other inventions, whether or not patentable, and general non-copyrightable concepts such as sketches, mood-boards, design quotes, website design, architecture, layout, navigational and functional elements.
1.8 Effective Day means the [Date the Quote is signed and returned by the Client to Wallendorf Studio]
1.9 Final Art means all creative content developed or created by Wallendorf Studio, or commissioned by Wallendorf Studio, exclusively for the Project and incorporated into and delivered as part of the Final Deliverables, including and by way of example, not limitation, any and all visual designs, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, modifications to Client Content, the selection of Wallendorf Studio selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials.
1.10 Final Deliverables mean the final versions of Deliverables provided by Wallendorf Studio and accepted by Client through a physical or digital written form.
1.11 Preliminary Works mean all artwork including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by Wallendorf Studio and which may or may not be shown and or delivered to Client for consideration but do not form part of the Final Art.
1.11 Preliminary Works mean all artwork including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by Wallendorf Studio and which may or may not be shown and or delivered to Client for consideration but do not form part of the Final Art.
1.12 Project means the scope and purpose of the Client’s identified usage of the work product as described in the Quote.
1.13 Services mean all services and the work product to be provided to Client by Wallendorf Studio as described and otherwise further defined in the quote.
1.14 Third Party Materials mean proprietary third party materials which are incorporated into the Final Deliverables, including, without limitation stock photography or illustration, typographies, and other licensed media.
1.15 Trademarks mean trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of Client.
2. QUOTE
The terms of the Quote shall be effective for 30 days after presentation to Client. In the event Client does not execute this Agreement within the aforementioned period of time, the quote, together with any related terms and conditions and Deliverables, may be subject to amendment, change or substitution and they shall not be binding for Wallendorf Studio.
3. FEES AND CHARGES
3.1 Fees. In consideration of the Services to be performed by Wallendorf Studio, Client shall pay to Wallendorf Studio fees in the amounts and according to the payment schedule set forth in the quote, and all applicable sales, use or value added taxes, even if calculated or assessed subsequent to the payment schedule.
3.2 Expenses. Client shall pay Wallendorf Studio’s expenses incurred in connection with this Agreement as follows: (a) travel expenses, including transportation, meals, and lodging, incurred by Wallendorf Studio with Client’s prior written approval.
3.3 Additional Costs. The Project pricing includes Wallendorf Studio’s fee only. Any and all outside costs that are not listed in the original quote including, but not limited to, equipment rental, photographer’s costs and fees, photography and/or artwork licenses, prototype production costs, talent fees, music licenses and online access or hosting fees, will be billed to Client unless specifically otherwise provided for or outlined in the quote.
3.4 Invoices. All invoices are payable within 15 days of receipt. A monthly overdue interest charge of 1.5% or greater amount allowed by State or Federal laws is payable on all overdue balances. Payments will be credited first to late payment charges and next to the unpaid balance. Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. Wallendorf Studio reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses, and Fees, Charges, or the costs of Changes.
4. SERVICES LIMITATION
4.1 The quote made by Wallendorf Studio to the Client does not include the following services:
a) Content and/or text, except for slogans and naming if included in the quote;
b) Uploading, storing and/or managing of content to websites or social networks;
c) Hosting and/or Electronic Mail services, including but not limiting technical start up, support or issues solutions.
4.2. Wallendorf Studio shall not start performing the services described in the quote if those services includes packaging design and Client does not bring to Wallendorf Studio the content, product or substance that such package will contain. In the case Client has its domicile outside of the U.S., Client shall provide the specifications about measurements, requirements or others needed to comply with the service.
5. CHANGES
5.1 General Changes. Unless otherwise provided in the quote, and except as otherwise provided for herein, Client shall pay additional charges for changes requested by Client which are outside the scope of the Services on a time and materials basis, at Wallendorf Studio’s standard hourly rate of USD $125 per hour. Such charges shall be in addition to all other amounts payable under the Quote, despite any maximum budget, the contract price or final price identified therein. Wallendorf Studio may extend or modify any delivery schedule or deadlines in the quote and Deliverables as may be required by such Changes.
5.2 Substantive Changes. If Client requests or instructs Changes that amount to a revision of at least 15% of the time required to produce the Deliverables, and or the value or scope of the Services, Wallendorf Studio shall be entitled to submit a new and separate quote to Client for written approval and this new and separate quote shall be part of this Agreement. Work shall not begin on the revised services until a fully signed revised quote and, if required, any additional retainer fees are received by Wallendorf Studio.
5.3 Timing. Wallendorf Studio will prioritize performance of the Services as may be necessary or as identified in the quote, and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the quote. Client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) approve the Deliverables in writing or (ii) provide written comments and/or corrections enough to identify the Client’s concerns, objections or corrections to Wallendorf Studio. Wallendorf Studio shall be entitled to request written clarification of any concern, objection or correction. Client acknowledges and agrees that Wallendorf Studio’s ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the quote and that any delays in Client’s performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay caused by Client or a Third Party shall not constitute a breach of any term, condition or Wallendorf Studio’s obligations under this Agreement.
Accordingly, with the aforementioned, every delay of the Client’s obligations hereunder shall entitle Wallendorf Studio to change the timing of the Agreement delivery terms in proportion of such delay.
5.4 Testing and Acceptance. Wallendorf Studio will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to Client. Client, within 5 business days of receipt of each Deliverable, shall notify Wallendorf Studio, in writing, of any failure of such Deliverable to comply with the specifications set forth in the quote, or of any other objections, corrections, changes or amendments Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and Wallendorf Studio will 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, the Deliverable shall be deemed accepted.
6. CLIENT RESPONSIBILITIES
Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:
b) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the quote; and
a) coordination of any decision-making with parties other than Wallendorf Studio;
c) final proofreading and review and in the event that Client has approved Deliverables and several errors persist in them, such as describing but not limiting to: typographic errors or misspellings, Client shall incur the cost of correcting such errors.
(d) Client is responsible for any cost quotation needed with a Third Party, regarding the use of, but not limited to, preliminary work, deliverables, final deliverables and final art made by Wallendorf Studio;
e) Client will be responsible for the result of any design, such as, not limited to, preliminary work, deliverables, final deliverables and final art if Client does not meet the technical specifications of printing materials made by Wallendorf Studio.
f) Client is responsible for the legal use and licensing for the suggested typography and any other content including but not limiting videos, images, photos, etc., as well as any other licensed media suggested by Wallendorf Studio.
7. ACCREDITATION/PROMOTIONS
All displays or publications of the Deliverables shall bear accreditation and/or copyright notice in Wallendorf Studio’s name in the form, size and location as incorporated by Wallendorf Studio in the Deliverables, or as otherwise directed by Wallendorf Studio. Wallendorf Studio retains the right to reproduce, publish, and display the Deliverables in Wallendorf Studio’s portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.
8. 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 limiting the Preliminary Works, databases, personal data, any kind of documents for internal use, pricing lists, commercial information, providers and competitor information, market research, etc. (Hereinafter referred to as the “Confidential Information”). Each party, its agents and employees shall hold and maintain in strict 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 under the Quote except as may be required by a court or governmental authority. In the aforementioned case, the party obligated to disclose the Confidential Information by a court or a governmental authority, shall notify immediately to the counter-party, such obligation, and shall cooperate to only disclose the minimum necessary information to the court or the 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.
9. RELATIONSHIP OF THE PARTIES
9.1 Independent Contractor. Wallendorf Studio is an independent contractor, not an employee of Client or any company affiliated with Client. Wallendorf Studio shall provide the Services under the general direction of Client, but Wallendorf Studio shall determine, in Wallendorf Studio’s sole discretion, 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. Wallendorf Studio and the work product or Deliverables prepared by Wallendorf Studio 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.
9.2 Design Agents. Wallendorf Studio shall be permitted to engage and/or use third party designers or other service providers as independent contractors in connection with the Design Services (“Design Agents”). Notwithstanding, Wallendorf Studio shall remain fully responsible for such Design Agents’ compliance with the various terms and conditions of this Agreement.
9.3 No Solicitation. During the term of this Agreement, and for a period of twelve (12) months after expiration or termination of this Agreement, Client agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consultant, work-for-hire or any other kind of basis, any Designer, employee or Design Agent of Wallendorf Studio, whether or not said person has been assigned to perform tasks under this Agreement. In the event such employment, consulting or work-for-hire event occurs, Client agrees that Wallendorf Studio shall be entitled to an agency commission to be the greater of, either (a) 100 percent of said person’s starting salary with Client, or (b) 100 percent of fees paid to said person if engaged by Client as an independent contractor. In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date. In the event of (b) above, payment will be due at the end of any month during which the independent contractor performed services for Client. Wallendorf Studio, in the event of nonpayment and in connection with this section, shall be entitled to seek all remedies under law and equity.
10. WARRANTIES AND REPRESENTATIONS
10.1 By Client. Client represents, warrants and covenants to Wallendorf Studio 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,
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,
c) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and
d) Client shall comply with all laws and regulations as they relate to the Services and Deliverables.
10.2 By Wallendorf Studio
a) Wallendorf Studio hereby represents warrants and covenants to Client that Wallendorf Studio will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services.
b) Wallendorf Studio further represents, warrants and covenants to Client that (i) except for any Third Party Materials and Client Content, the Final Deliverables shall be the original work of Wallendorf Studio and/or its independent contractors, (ii) in the event that in the development of the Project, Final Deliverables include the work of any licensed web, app or graphic design templates, or commissioned independent contractors, for the Project by Wallendorf Studio, Wallendorf Studio shall have secure agreements for the use of such licensed materials, as well as secure agreements with any such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for Wallendorf Studio to grant the intellectual property rights and any other rights of use provided in this Agreement, and (iii) to the best of Wallendorf Studio’s knowledge, the Final Deliverables provided by Wallendorf Studio and Wallendorf Studio’s subcontractors does not infringe the rights of any party, and use of same in connection with the Project will not violate the rights of any third parties. Client understands that in the case that a third party non-exclusive web, app or graphic design template is used in the creation and development of the Project, Client will not own the intellectual rights to the templates themselves and has no rights to resale the templates in any way shape or form. If any third party web, app or graphic design templates are licensed and/or purchased, and used to complete the Project, Wallendorf Studio will deliver such licenses to Client with Final Deliverables and Client will be solely and fully responsible to follow the guidelines and terms set forth within said licenses. In the event Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the quote or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of Wallendorf Studio shall be void.
c) Except for the express representations and warranties stated in this Agreement, Wallendorf Studio makes no warranties whatsoever, Wallendorf Studio explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the project.
11. INDEMNIFICATION/LIABILITY
11.1 By Client. Client agrees to indemnify, save and hold harmless Wallendorf Studio 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 Wallendorf Studio shall promptly notify Client in writing of any claim or suit;
a) Client has sole control of the defense and all related settlement negotiations; and
b) Wallendorf Studio provides Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by Wallendorf Studio in providing such assistance.
11.2 By Wallendorf Studio. Subject to the terms, conditions, express representations and warranties provided in this Agreement, Wallendorf Studio 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 Wallendorf Studio’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 provided that
a) Client promptly notifies Wallendorf Studio in writing of the claim;
b) Wallendorf Studio shall have sole control of the defense and all related settlement negotiations; and
c) Client shall provide Wallendorf Studio with the assistance, information and authority necessary to perform Wallendorf Studio’s obligations under this section. Notwithstanding the foregoing, Wallendorf Studio shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Wallendorf Studio.
11.3 Limitation of Liability. The services and the work product of Wallendorf Studio are sold in an “as is” basis and delivered with the prior approbation and the satisfaction of the Client. But in all circumstances, the maximum liability of Wallendorf Studio, its directors, officers, employees, design agents and affiliates (“Designer Parties”), to Client for damages for any and all causes whatsoever, and client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of Wallendorf Studio. In no event shall Wallendorf Studio be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by Wallendorf Studio, even if Wallendorf Studio has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
11.3.1 Wallendorf Studio is not liable for the errors in the work and/or services of any third party related to, but not limited to, preliminary work, deliverables, final deliverables, and final art made by Wallendorf Studio in the scope of this Agreement.
11.3.2 Wallendorf Studio will not be held responsible for any subjective or personal opinion regarding the Final Art. This includes any opinion made towards similarities about the Final Art and Deliverables with others from the competition.
11.3.3 Wallendorf Studio will not be held responsible for any problem regarding the shipment of materials.
11.4 Refunds. If applicable, any refund is limited to the total value of the fees paid to Wallendorf Studio for their services. Wallendorf Studio is exempt of any refund for subjective reasons such as, but not limited to, preferences, likes and other personal opinions. Like a parking ticket, all invoices paid to Wallendorf Studio are non-transferable and non-refundable. Any deposit does not constitute a credit, and therefore cannot be used toward our other services. You are accountable for the full balance of your contract whether you decide to complete the contracted work detailed within this agreement or not.
12. TERM AND TERMINATION
12.1 This Agreement shall commence upon the [Date the Quote is signed and returned by the Client to Wallendorf Studio], and shall remain effective until the Services are completed and delivered.
12.2 This Agreement may be terminated at any time by either party effective upon notice by writing made by either party at least 30 days before the termination effective date, or the mutual agreement of the Parties, or if any party:
a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or
b) breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within 10 days from receipt of written notice of such breach.
12.3 In the event of termination, Wallendorf Studio shall be compensated for the Services performed through the date of termination in the amount of
(a) any advance payment,
(b) a prorated portion of the fees due, or
(c) hourly fees for work performed by Wallendorf Studio or Wallendorf Studio’s agents as of the date of termination, whichever is greater; and Client shall pay all Expenses, fees, out of pockets together with any Additional Costs incurred through and up to, the date of cancellation.
12.4 In the event of termination by Client and upon full payment of compensation as provided herein, Wallendorf Studio grants to Client such right and title as provided for in Schedule A of this Agreement with respect to those Deliverables provided to, and accepted by Wallendorf Studio as of the date of termination.
12.5 Upon expiration or 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.
13. GENERAL
13.1 Modification/Waiver. This Agreement may be modified by the Parties. Any modification of this Agreement must be in writing, except that Wallendorf Studio’s invoices may include, and Client shall pay, expenses or costs that Client authorizes by electronic mail in cases of extreme time sensitivity. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights, nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
13.2 Notices. All notices to be given hereunder shall be transmitted in writing either by facsimile or electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified below, unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of fax or email, upon confirmation of receipt.
13.3 No Assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party.
13.4 Force Majeure. Wallendorf Studio shall not be deemed in breach of this Agreement if Wallendorf Studio is unable to complete the Services or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, death, illness or incapacity of Wallendorf Studio or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Wallendorf Studio’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Wallendorf Studio shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.
13.5 Governing Law and Dispute Resolution. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States of America and the state of California, without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the Parties agree to attempt to resolve any dispute by negotiation between the Parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration, or any other legal form of resolve mutually agreed to by the Parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. In all other circumstances, the Parties specifically consent to the local, state and federal courts located in the state of California. The Parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail. Client acknowledges that Wallendorf Studio will have no adequate remedy at law in the event Client uses the Deliverables in any way not permitted hereunder, and hereby agrees that Wallendorf Studio shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief, at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein.
13.6 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
13.7 Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.
13.8 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. In the event of a conflict between the quote and any other Agreement documents, the terms of the quote shall control. This Agreement comprises this Basic Terms and Conditions document, the quote and Schedule A below.
13.9 Appointments. Any visit from the Client to Wallendorf Studio in the latest office should be arranged in advance. Wallendorf Studio is not obliged to receive Client in their office without a previous appointment.
13.10 Non solicitation. During the term of this Agreement and after three years from the termination of this Agreement (hereinafter Non Solicitation Period), Client shall not, without the prior written consent of Wallendorf Studio, either directly or indirectly Wallendorf Studio’s own behalf or in the service or on behalf of others, solicit or attempt to solicit, divert or hire away any person employed by Wallendorf Studio or any customer of Wallendorf Studio. If Client directly or indirectly solicit or attempt to, solicit, divert or hire away any person employed by Wallendorf Studio, or any customer of Wallendorf Studio, Client shall pay to Wallendorf Studio the amount resultant of three months of salary of such employee or three months of net profit lost by Wallendorf Studio derived from such solicitation.
13.11 Non gratuities. Client during the term of this Agreement shall never proceed to:
a) Offered or gave a gratuity (e.g., an entertainment or gift) to an officer, official, or employee of Wallendorf Studio; and
b) Intended, by the gratuity, to obtain a contract or favorable treatment under a contract. Any failure of this section shall entitle Wallendorf Studio to end this Agreement without responsibility of any kind, and also shall entitle Wallendorf Studio to reclaim damages to Client in any moment.
13.12 Work communication ways. Client communication to Wallendorf Studio will only be made by the following official communication channels:
1. By e-mail into the following e-mail addresses:
Commercial Management and General inquiries, info@wallendorfstudio.com
Payments, concierge@wallendorfstudio.com
Project Managers, david@wallendorfstudio.com and jacob@wallendorfstudio.com
2. By phone with this phone number: +1 (858) 345-6220
13.13 Accordingly to the section 10.3 of this Agreement, every work authorized by Client will not give Wallendorf Studio any kind of responsibility, Client is the only responsible to comply with the U.S. and International Laws such as (describing but not limiting): Intellectual Property Laws, Copyright Laws, Civil and Mercantile Laws and third parties rights.
By their execution, the Parties hereto have agreed to all of the terms and conditions of this Agreement effective as of the [Date the Quote is signed and returned by the Client to Wallendorf Studio], and each signatory represents full understanding and compliance with the terms and conditions listed herein. Furthermore, each signatory 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.
Exhibit “B”: Intellectual Property Provisions 
1. RIGHTS TO DELIVERABLES OTHER THAN FINAL ART
1.1 Client Content. Client Content, including all pre-existing Trademarks, shall remain the sole property of Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all rights in connection therewith. Client hereby grants to Wallendorf Studio a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Wallendorf Studio’s performance of the Services and limited promotional uses of the Deliverables as authorized in this Agreement.
1.2 Third Party Materials. All Third Party Materials are the exclusive property of their respective owners. Wallendorf Studio shall inform Client of all Third Party Materials that may be required to perform the Services or otherwise integrated into the Final Art. Under such circumstances Wallendorf Studio shall inform Client of any need to license, at Client’s expense, and unless otherwise provided for by Client, Client shall obtain the license(s) necessary to permit Client’s use of the Third Party Materials consistent with the usage rights granted herein. In the event Client fails to properly secure or otherwise arrange for any necessary licenses or instructs the use of Third Party Materials, Client hereby indemnifies, saves and holds harmless Wallendorf Studio 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 Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the Final Art.
1.3 Preliminary Works. Wallendorf Studio retains all rights in and to all Preliminary Works. Client shall return all Preliminary Works to Wallendorf Studio within 30 days of completion of the Services and all rights in and to any Preliminary Works shall remain the exclusive property of Wallendorf Studio.
1.3.1 Preliminary work may include competitors’ legends, slogans, logos and others; which are not intended to be the final Deliverables. This is just for demonstration purpose, therefore it cannot be subject of complaints or the reason for soliciting any kind of refund.
1.4 Original Artwork. Wallendorf Studio retains all right and title in and to any original artwork comprising Final Art, including all rights to display or sell such artwork. Client shall return all original artwork to Wallendorf Studio’s within 30 days of completion of the Services.
1.5 Trademarks. Upon completion of the Services and expressly conditioned upon full payment of all fees, costs and out-of- pocket expenses due, Wallendorf Studio assigns to Client all ownership rights, including any copyrights, in and to any artworks or designs comprising the works created by Wallendorf Studio for use by Client as a Trademark. Wallendorf Studio shall cooperate with Client and shall execute any additional documents reasonably requested by Client to evidence such assignment. Client shall have sole responsibility for ensuring that any proposed trademarks or Final Deliverables intended to be a Trademark are available for use in commerce and federal registration and do not otherwise infringe the rights of any third party. Client hereby indemnifies, saves and holds harmless Wallendorf Studio from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by any third party alleging any infringement arising out of Client’s use and/or failure to obtain rights to use or use of the Trademark.
1.6 Designer Tools. All Designer Tools are and shall remain the exclusive property of Wallendorf Studio. Wallendorf Studio hereby grants to Client a nonexclusive, nontransferable (other than the right to sublicense such uses to Client’s web hosting or internet service providers), perpetual, worldwide license to use the Designer Tools solely to the extent necessary with the Final Deliverables for the Project. Client may not directly or indirectly, in any form or manner, decompile, reverse engineer, create derivative works or otherwise disassemble or modify any Designer Tools comprising any software or technology of Wallendorf Studio.
2. RIGHTS TO FINAL ART
2. B Assignment: Upon completion of the Services, and expressly subject to full payment of all fees, costs and expenses due, Wallendorf Studio hereby assigns to Client all right, title and interest, including without limitation copyright and other intellectual property rights, in and to the Final Art. Wallendorf Studio agrees to reasonably cooperate with Client and shall execute any additional documents reasonably necessary to evidence such assignment.
Exhibit “C”: Environmental-specific Terms and Conditions
2. Additional Client Responsibilities
Client acknowledges that Client shall be responsible for performing the following in a reasonable and timely manner:
(a) Communication of administrative or operational decisions if they affect the design or production of  Deliverables, and coordination of required public approvals and meetings;
(b) Provision of accurate and complete information and materials requested by Wallendorf Studio such as, by way of example, not limitation, site plans, building plans and elevations, utility locations, color/material samples and all applicable codes, rules and regulation information;
(d) Final proofreading and written approval of all project documents, including, by way of example, not limitation, artwork, message schedules, sign location plans and design drawings before their release for fabrication or installation. In the event that Client has approved work containing errors or omissions, such as, by way of example, not limitation, typographic errors or misspellings, Client shall incur the cost of correcting such errors;
(c) Provision of approved naming, nomenclature; securing approvals and correct copy from third parties such as, by way of example, not limitation, end users or donors as may be necessary;
1. Photographs of the project Wallendorf Studio shall have the right to document, photograph or otherwise record all completed designs or installations of the Project, and to reproduce, publish, and display such documentation, photographs or records for Wallendorf Studio’s promotional purposes in accordance with Section 6 of the Basic Terms and Conditions of this Agreement.