Terms of Service

Fees

Estimated fees are based on Someone Creative current studio hourly rate, usage, and anticipated time required by the project. Unless the project changes in scope or process, what is bid is what will be billed at completion of the project.

Expenses

Estimated expenses are good faith estimates for budget purposes and will be billed at cost + fees for expenses incurred. An industry standard 10% markup on all printing, services, and products purchased by Someone Creative for the Client is included in any fees or expenses.

Deposit and payment

A non-refundable deposit (half of the Fees) is required to initiate most projects and will serve as Kill Fee in event of project cancellation before completion of the project. Final payment not received at thirty days of invoice date will result in an additional charge of 2% per month. Client must notify Someone Creative before project commences if their payment schedule differs. The Client is responsible for costs of collection including reasonable attorney fees incurred in the collection process. Any payment not received within 90 days of invoice date will result in work stoppage by Someone Creative until that payment is received. The Client further agrees that invoices submitted prior to the term of this Agreement also will be subject to the payment terms and conditions in this Agreement. Someone Creative reserves the right to pursue equitable relief including, but not limited to, temporary restraining orders and preliminary injunctions for uses that have not been paid for in full.

Rights, usage and deliverables

All rights not expressly granted herein are retained by Someone Creative, including, but not limited to, all rights in sketches, comps or other preliminary materials. Client’s final materials and

All rights not expressly granted herein are retained by Someone Creative, including, but not limited to, all rights in sketches, comps or other preliminary materials. All original material, artwork and electronic
files remain the property of Someone Creative. Client’s final materials and
deliverables as set out in the Proposal as approved by Client shall be referred
to in this Agreement as “Work Product”. Client acknowledges and agrees that Someone Creative is bound by third-party licensing agreements (eg. font licenses) that may restrict how materials in the Work Product may be distributed. Any use additional to that expressly granted herein requires arrangement for payment of a separate fee. Accordingly, Someone Creative hereby grants to Client the sole non-exclusive license to use the following Work Product for Client purposes: (1) branding projects: final electronic logo files and electronic style guide, if created; (2) print projects: final professionally printed pieces and/or final high resolution PDF; (3) web projects: files posted to the client’s web host server that encompass the working site; (4) presentation decks: PowerPoint, Keynote, or Google Slides template and any accompanying JPG/PNG image files. The Client may file for trademark(s) on the logo Work Product in its name and Someone Creative agrees that Client shall be the owner of such trademark(s). Client may format the Work Product as necessary for these uses, but may not extract elements of the Work Product and/or use elements outside of the Work Product (i.e. fonts, design elements, etc.). 

Publicity

Someone Creative shall be permitted to showcase Client’s name and non-confidential Work Product for marketing, portfolio or promotional purposes.

Editorial material

Someone Creative assumes no responsibility for production or editing of manuscript for projects unless this service is specified. Supplied editorial material must be accurate and complete at the time it is released for production. Client will have every opportunity to proof all copy and is responsible for technical accuracy. Your signature on proofs or emailed approval is agreement that materials are correct as shown. Someone Creative may provide assistance in areas such as headlines, title, language, etc., if needed and requested.

Art

Estimates do not include fees related to the production of original illustration, music, animation, video or photography unless noted. Additional charges for these services will be specified prior to being incurred. The usage rights of original artwork remain the property of the original artist unless otherwise negotiated with the Client. Services must be agreed upon at the time of design approval and prior to contract negotiations.

Design Clearance

To ensure that selected designs, marks or trademarks are reasonably distinguishable from any trademarks in the US and from any design marks currently registered or pending registration with the US Patent and Trademark Office (USPTO), as between Client and Someone Creative, Client will be solely responsible for conducting a comprehensive search and legal clearance (“Design Clearance”).

Warranties

Someone Creative will not incur any liability or obligation, financial or otherwise, to any third party based on the creation, production and use of the materials of this project. The Client agrees to indemnify and hold Someone Creative harmless against any and all claims, costs, and expenses, including attorney fees, due to materials included in the project at the request of the Client for which no copyright permission or privacy release was requested, or for which uses exceed the uses allowed pursuant to a permission or release.

Alterations (for fixed fee/non-hourly projects only)

Although reasonable Author’s Alterations (“AAs”) are an expected part of the design process and included in our estimates, excessive AAs will be billed additionally for time (at current hourly rate) and material incurred. The estimated expenses associated with the review cycle are based on a process of: (1) branding and print projects: one set of concepts followed by up to three rounds of PDFs of the chosen concept direction for review by the client; or (2) web projects: one PDF or storyboard per concept followed by up to three rounds of PDFs of the chosen concept direction for review by the client and three rounds of functionality revisions to a working site prototype.

Independent Contractor

Nothing herein shall be construed to create an Nothing herein shall be construed to create an employer- employee relationship between the Client and Someone Creative. Someone Creative is operating as an independent contractor, not an employee of the Client or any of its subsidiaries or affiliates. The Client will not withhold any amounts for payment of taxes from compensation hereunder. Someone Creative will determine, in its reasonable discretion, the manner and means by which the Services, including Deliverables, are accomplished, subject to the requirement that Someone Creative shall at all times comply with applicable law and proper business practices and meet accepted professional and industry standards.

Disputes

In the event of any dispute arising under this Agreement, the parties shall first negotiate in good faith to resolve the dispute. Any dispute regarding this Agreement shall be adjudicated in the Commonwealth of Massachusetts under the laws of the United States and/or of the Commonwealth without regard to conflict of laws principles. In the event of a dispute and an award or judgment in favor of the prevailing party, the non-prevailing party shall pay all court costs, reasonable legal fees and expenses, and legal interest on the award/judgment.

Term and Termination

This Agreement shall commence upon the date of Client’s Signature below. In case of agreement termination by Client, Someone Creative will be entitled to payment for all services performed hereunder prior to the date of termination. Someone Creative shall not be responsible for any delays in delivery of Work Product due to Client’s failure to provide materials requested by Someone Creative that are necessary to complete any Work Product, any other delays caused by Client, or Client’s failure comply with any terms of this Agreement.

Someone Creative reserves the right to cease work on and hold all work in progress at any time or to terminate this Agreement, without penalty, should these terms not be met or should Client breach any term of this Agreement.

General

The failure of either party to require performance under this Agreement shall not affect the full right to require performance any time thereafter, nor shall the waiver by either party of any breach of a provision of this Agreement be held to be a waiver of breach of the Agreement itself. In the event any provision of this Agreement shall be held to be unenforceable or invalid under applicable law or applicable court decision, such unenforceability or invalidity shall not invalidate the Agreement as a whole, or, if it would, shall provision shall be amended to be in compliance with the law or struck entirely from the Agreement. This Agreement contains the entire agreement between the parties and supersedes any prior agreement or understanding, whether written or oral. The following paragraphs shall survive the expiration or termination of this Agreement: Rights, usage and deliverables; Publicity; Design Clearance; Warranties; Independent Contractor; Disputes; Term and Termination; General. Any amendments to this Agreement must be in writing and signed by both parties

If you have any questions or concerns regarding these terms, please do not hesitate to call.

Receipt of deposit, signed contract, and/or written emails approving the start of a project or ongoing projects indicates acceptance of these terms.

Any custom contracts supersede these terms.

LAST UPDATED DECEMBER 21, 2021