Such Chaos Project Terms
Agreement as of the date stated in the Estimate, between Such Chaos (hereinafter referred to as the “Designer”), located at 4736 Onondaga Blvd Ste 419, Syracuse, NY 13219 and the “Client”, d/b/a and Client address as stated in the Estimate
1. Assignment Description
As agreed upon between the Designer and Client. The Designer may submit an Assignment Description electronically, and outside of the Project Terms
2. Assignment Deliverables
As agreed upon between the Designer and Client. The Designer may submit the Assignment Deliverables electronically, and outside of the Project Terms
3. Fee Payment Schedule
Upon acceptance of the Project Estimate and Project Terms, the Client shall make a deposit of 33% of the total fee, and 50% of the total Expenses.
4. Estimated Expenses
Client shall reimburse the Designer for all expenses. Expense amounts are estimates only. Expenses not used shall be credited to the Client. Expenses are outlined in the Estimate
5. Rights Transferred – Non-Exclusive Usage (Option 1)
The Designer transfers to the Client the following non-exclusive rights of Usage and Reproduction:
- Title of Product: (to be agreed-up between the Designer and the Client in the final Agreement)
- Category of Use: (to be agreed-up between the Designer and the Client in the final Agreement)
- Medium of Use: (to be agreed-up between the Designer and the Client in the final Agreement)
- Edition (if book): (to be agreed-up between the Designer and the Client in the final Agreement)
- Geographic Area: (to be agreed-up between the Designer and the Client in the final Agreement)
- Time Period: (to be agreed-up between the Designer and the Client in the final Agreement)
Any usage rights not exclusively transferred are reserved to the Designer. The Designer will retain all original materials associated with the Deliverables of this Agreement and/or created by the Designer including, but not limited to native design files, layouts, sketches, prototypes, photography, videos, illustrations, website utilities, website components, website code, software, and editorial material. Any transfer of usage rights is conditional upon receipt of full payment.
6. Rights Transferred – Exclusive / Copyright Transfer (Option 2)
(The final details of an Exclusive Rights Transfer shall be agreed-up between the Designer and the Client in the final Agreement.)
Upon successful completion and fulfillment of the terms of this Agreement, the Designer hereby agrees to:
-  Transfer All Copyright and Usage Rights;
-  Grand Exclusive Rights of Usage;
pertaining to the Deliverables of this agreement to the Client including, but not limited to native design files, layouts, sketches, prototypes, photography, videos, illustrations, website utilities, website components, website code, software, and editorial material. Any material and content used in the Work that is previously covered by existing Copyright and Usage Licenses is not cover under this Agreement and shall not transfer including, but not limited to stock photography, stock video, stock vectors, illustrations, artwork, website utilities, website components, website code, software, and editorial material. The Designer agrees to submit, along with the Transfer, an itemized schedule of material covered by existing Copyright and Usage Licenses.
Furthermore, the Designer transfers to the Client:
-  The right to make further copies of all or part the Work for any use, internal or public;
-  The right to edit, change or modify all or part the Work.
Rights to Retain :
The Client agrees to grand the Designer Limited Usage rights of a Non-Editable version of the Work solely for presentation and Designer’s marketing purposes including, but not limited to the Designer’s website, Designer print and digital collateral, promotional and advertising purposes, Designer case studies and client presentations. The Designer agrees not to reproduce, resell or edit native files of the Work.
The Client agrees to pay the Designer an agreed-upon Transfer of Rights fee of __ percent of final and/or estimate fee.
7. Website and Technology Specific Terms
- Third Party Applications – Client agrees that it shall not hold the Designer or his/her agents or employees liable and/or responsible for incompatibilities of Third Party utilities to the Client’s Website and/or Technology Specific Projects due to Third Party updates, edits and modifications after the successful completion of the Project between the Client and the Designer. The Client shall offer first the Designer the opportunity to provide services at the agreed-up terms and rates to fix any problems resulting from Third Party incompatibilities.
8. Additional Terms
- Independent Contractor Status – Both parties agree that the Designer and Client are acting as independent contractors. This agreement is not an employment agreement, nor does it constitute a join venture or partnership between the Designer and Client.
- Time of Payment – All invoices are payable within 30 days of receipt unless issued differently by the Designer. Time of Payment shall be included in the final invoice. A 2% monthly service charge is payable on all overdue balances. The grant of any license or right of copyright is conditioned on receipt of full payment.
- Default in Payment – The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.
- Estimates – The fees and expenses shown are minimum estimates only. Final fees and expenses shall be shown when final invoice is rendered. The Client’s approval shall be obtained for any increase in fees or expenses that exceed the original estimate by 15% or more.
- Design Advances & Deposits – At the time of signing this Agreement, Client shall pay The Designer a non-refundable agreed-upon percent of the fee as an advance against the total fee.
- Printing Deposits – At the time of signing this Agreement, Client shall pay The Designer a non-refundable 75% deposit of the total fee as an advance against the total fee.
- Expenses – Client agrees to reimburse the Designer for all expenses of production as well as related expenses including but not limited to illustration, photography, travel, models, props, messengers, and telephone. At the time of signing this Agreement, Client shall pay The Designer 50 percent as a nonrefundable advance against expenses. If the advance exceeds expenses incurred, the credit balance shall be used to reduce the fee payable or, if the fee has been fully paid, shall be reimbursed to Client.
- Online Payment – A 2% Online Payment Merchant Fee will be added to final project cost for all payments made online.
- Changes – The Client shall be responsible for making additional payments for changes requested by the Client outside the original assignment. However, no additional payment shall be made for changes required to conform to the original assignment description. The Client shall offer the Designer the first opportunity to make any changes. Any additional work that falls outside of the agreed-upon fee shall be billed at $135/hour for graphic, layout and branding. The client will be notified prior to editions being made.
- Idle Status – If a project remains open and idle for 20 consecutive business days, the Designer shall issue a Partial Invoice for Payment of work performed and/or completed. The Partial Invoices may include agreed-up fees and reimbursable expenses associated with work performed and/or completed. The Payment shall be applied as credit towards the final Invoice.
- Cancellation / Kill Fee – In the event of cancellation by the Client, the following cancellation payment shall be paid by the Client: A) Cancellation prior to the Deliverables of this Agreement being turned in: 35% of the total term fee; B) Cancellation due to the Deliverables of this agreement being unsatisfactory: 35% of total term fee, and In the event of cancellation, the Designer shall own all rights in the Designs. The billing upon cancellation shall be payable within thirty days of the Client’s notification to stop work. The Cancellation Fee shall be payable in addition to any collected fees associated with the Deliverables of this Agreement including but not limited to Advances, Deposits, and Expense Reimbursements.
- Authorship Credit – (To Be Agreed Upon in the Final Agreement) Authorship credit in the name of the Designer  shall  shall not accompany the Designs.  The Designer logo,  The Designer Company name,  The Designer contact information shall accompany the Designs. Information to be listed:
- Releases – The Client shall indemnify the Designer against all claims and expenses, including reasonable attorney’s fees, due to uses for which no release was requested in writing or for uses that exceed authority granted by a release.
- Agreement Modifications – Modification of the Agreement must be written, and and agreed upon by both parties.
- Code of Fair Practice – The Client and the Designer agree to comply with the provisions of the Code of Fair Practice.
- Warranty of Originality – The Designer warrants and represents that, to the best of his/her knowledge, the work assigned hereunder is original and has not been previously published, or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained through the undersigned from third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; that the Designer has full authority to make this agreement; and that the work prepared by the Designer does not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses that the Client or others may make of the Designer’s product that may infringe on the rights of others. Client expressly agrees that it will hold the Designer harmless for all liability caused by the Client’s use of the Designer’s product to the extent such use infringes on the rights of others.
- Limitation of Liability – Client agrees that it shall not hold the Designer or his/her agents or employees liable for any incident or consequential damages that arise form the Designer’s failure to perform any aspect of the Project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of the Designer or a third party.
- Dispute Resolution – Any disputes in excess of $5,000 arising out of this Agreement shall be submitted to binding arbitration before a mutually agreed-upon arbitrator pursuant to the rules of the American Arbitration Association. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The Client shall pay all arbitration and court costs, reasonable attorney’s fees, and legal interest on any award of judgment in favor of the Designer.
- Priority Status & Turnaround – The Designer reserves the right to expedite Client requests, and assign level of Priority, based on, but not limited to, the Designer’s production schedule, Designer availability, nature of the request, and Client deadline. The Designer agrees to expedite Client work according to Reasonable production and turnaround scheduling. Any work outside a reasonable turnaround timeframe could be subject to a Rush Charge of 30 percent of the original agreed-upon fee.
- Acceptance of Terms – the parties shall agree to terms stated in the Project Term in a final Agreement to be provided by the Designer, and signed by both parties.