CLIFF ROSS – TERMS OF SERVICE
By doing business with Clifford Ross Enterprises, INC you, The Client 100% accepts and understands the complete terms of service in this document. This document is provided to all clients at the inception of working with Clifford Ross Enterprises, Inc. Also, these terms of service are clearly displayed on our websites.
The Client understands that The Agency has the necessary qualifications, experience and abilities to provide services to the Client. The Agency is agreeable to providing such services to the Client only within the conduit of the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and The Agency (individually the “Client” and collectively the “Agency” to this Agreement) agree as follows:
SCOPE OF WORK
1. The Client hereby agrees to engage The Agency to provide the Client with services consisting of: Providing the following services: printing, marketing consultation, marketing development, advertising material, graphic design, web design, web development, photography, branding and finishing. The Agency is not responsible for email maintenance and/or computer troubleshooting, or it’s matters.
2. The Client will be provided with one original digital copy of work provided by The Agency unless agreed on otherwise prior to completion of the Services. Although the Client thereby maintains the rights of ownership of the work, The Agency reserves the right to charge up $90 USD/hour for any additional copies requested by the Client thereafter, due to the fact that additional copies take time to make, find, send etc. The Client understands that the Agency is not required to save or store files after the initial file is provided to the Client, so the Client understands the the Agency may or may not have the file requested.
3. The Parties agree that, when applicable to the Services provided, The Agency will provide the Client with hard copies (i.e. PDF or print-out). Thereafter, the Client is wholly responsible for ensuring the accuracy of the work before the job is deemed as complete. The Agency is not responsible for anything that happens as a result of inaccuracy.
4. The Agency determines how and when a project will be completed, while taking the Client’s deadline into consideration. At the inception of the project, the Client must state their desired completion date. The Agency will to the best to accommodate the desired completion date, but it is not required to meet that date.
5. The Agency will let the Client know immediately if they are not able to meet the desired due date. The Agency reserves the right to add a rush fee of up to $100.00 USD, depending on internal circumstances. If a Client does not state a desired completion date, then The Agency reserves the right to complete the project at any time.
6. The Agency does not do work “on demand”. “On demand” means work can not be completed immediately or at the last minute. It also means that the staff of The Agency will not experiment with the Client in real time with design options. Our work takes time and expertise. The Client is able to provide feedback verbally, via email or in writing.
7. The Agency dictates how, when, and where any project is completed. The Client’s feedback and direction is welcome and will be acknowledged. But ultimately, The Agency retains 100% control of the work flow and process. The Client releases the Agency from any liability associated with not completing the project to the Clients demands.
8. For the services rendered by The Agency as required by this Agreement, the Client will provide compensation (the “Compensation”) to The Agency as follows: The Client will pay The Agency per project agreed. Each project has its own costs and The Agency agrees to inform the Client what the costs are involved when setting the quotation and the Client agrees to pay the total amount when the project is delivered.
9. The Compensation will be payable upon completion of the Services. The Balance is required to be paid in full upon completion, before the release of the project. By Paying the Balance, the Client accepts the completion of the project as is.
10. The above Compensation includes all applicable sales tax, and duties as required by law.
11. DEPOSITS ARE NONREFUNDABLE. A deposit will be required before the start of work. If a Client decides to cancel the project, the deposit will then be considered a “kill fee”, and will not be refunded.
12. Upon paying the deposit, the Client is in agreement with these Terms of Service.
13. Invoices that are not paid within 21 days are subject to a flat rate delinquency fee of $30.00 USD.
14. Invoices that are not paid within 45 days are subject to a legal complaint being filed in the district court.
15. The Agency is authorized under the attached Credit Card Authorization Form to charge Client’s credit/debit card for the full amount due. By accepting these Terms of Service, you represent and warrant The Agency that: (i)you are 18 years or older; (ii) you are legally authorized to make payments using the Transaction Account; (iii) you are using your actual identity and any information you provide is accurate and complete; (iv) your use of the Service will not violate and local, state, national laws or regulation. If The Agency cannot process Client’s payment by credit/debit card, The Agency will notify Client immediately. Client will then arrange an alternate form of payment in full within five days.
16. Suspension of Service: If any amount owing by Client under this agreement for our services is 45 or more days overdue, we may, without limiting our other rights and remedies, accelerate your unpaid fee obligations under such agreements so that all such obligation become immediately due and payable, and suspend our services to you until such amounts are paid in full. Other than for Clients paying by credit cards whose payment has been declined, we will give you at least 10 days prior notice that your account is overdue before suspending services to you.
17. The Client agrees to release The Agency from any and all liability associated with the Services provided.
18. The Client is in agreement that any files submitted to The Agency are 100% owned by the Client and have the right to use.
INTELLECTUAL PROPERTY RIGHTS; OWNERSHIP
19. Client is, and shall be, the sole and exclusive owner of all right, title and interest in and to the Deliverables, including all Intellectual Property Rights therein. The Agency agrees, and will cause its The Agency Personnel to agree, that with respect to any Deliverables that may qualify as “work made for hire”, such Deliverables are hereby deemed a “work made for hire” for Client. To the extent that any of the Deliverables do not constitute a “work made for hire”, The Agency hereby irrevocably assigns, and shall cause the The Agency Personnel to irrevocably assign to Client, in each case without additional consideration, all right, title and interest throughout the world in and to the Deliverables, including all Intellectual Property Rights therein. The Agency shall cause the The Agency Personnel to irrevocably waive, to the extent permitted by applicable Law, any and all claims such The Agency Personnel may now or hereafter have in any jurisdiction to so-called “moral rights” or rights of droit moral with respect to the Deliverables.
20. Upon the [reasonable] request of Client, The Agency shall, and shall cause the The Agency Personnel to, promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist Client to prosecute, register, perfect or record its rights in or to any Deliverables.
21. [The Agency and its licensors are, and shall remain, the sole and exclusive owners of all right, title and interest in and to the Pre-Existing Materials, including all Intellectual Property Rights therein. The Agency hereby grants Client [and the Authorized Service Recipients] a [limited, irrevocable, perpetual, fully paid-up, royalty-free, non-transferable, non-sublicenseable, worldwide] license to [use, perform, display, execute, reproduce, distribute, transmit, modify (including to create derivative works), import, make, have made, sell, offer to sell and otherwise exploit] any Pre-Existing Materials to the extent incorporated in, combined with or otherwise necessary for the use of the Deliverables [for any and all purposes/solely to the extent reasonably required in connection with Client’s receipt or use of the Services and Deliverables]. All other rights in and to the Pre-Existing Materials are expressly reserved by The Agency.]
22. Client and its licensors are, and shall remain, the sole and exclusive owner of all right, title and interest in and to the Client Materials, including all Intellectual Property Rights therein. The Agency shall have no right or license to use any Client Materials except solely during the Term of the Agreement to the extent necessary to provide the Services to Client. All other rights in and to the Client Materials are expressly reserved by Client.
23. The Client shall defend and indemnify The Agency, it’s employees and subcontractors against any and all liabilities, losses, suits or actions and expenses (including attorney fees and expenses) for infringement of intellectual property rights, including: copyrights, trademarks, service marks, trade dress, trade names, logos, corporate names and domain names arising to the work and materials furnished by the Client.
LIMITATION OF LIABILITY.
24. IN NO EVENT WILL The Agency BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT [OR LOSS OF DATA] OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT WILL The Agency LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED [TWO (2) TIMES] THE AGGREGATE AMOUNTS PAID OR PAYABLE TO The Agency
The exclusions and limitations shall not apply to: damages or other liabilities arising out of or relating to a party’s failure to comply with its obligations; damages or other liabilities arising out of or relating to a party’s failure to comply with its obligations; a party’s indemnification obligations; damages or other liabilities arising out of or relating to a party’s gross negligence, willful misconduct or intentional acts; death or bodily injury or damage to real or tangible personal property resulting from a party’s negligent acts or omissions; damages or liabilities to the extent covered by a party’s insurance; and a party’s obligation to pay attorneys’ fees and court costs.
IN ADDITION: Any access granted to The Agency to work in third party financial transaction based software, done at the request of the Client, for software used by the Client, is given with the understanding that the Agency is free from any and all liability associated with that. Upon completion of the work the Agency destroys the log in information and it is the Client’s responsibility to delete that log in information and or change it.
25. The Agency reserves the right to terminate a project for any reason. If a project is terminated, a refund of the deposit minus the time spent on the project will be provided to the Client. Refunds are not provided for work already completed. If the client is operating on a net 15 or net 30 days payment (no deposit) They will be billed for the work done up to the point of termination, pro-rated.
26. If the Client is unresponsive to The Agency for more than 14 business days, any ongoing work on the Services Provided will be halted and the Client will then be invoiced for the work accomplished to date of the project. When contact has been reestablished the project will be reconvened.
27. Upon completion of design project, the Client will receive suite of graphics for applicable uses. Client retains 100% ownership of design and all liabilities associated with it. Client does not get the source or native files. Agency retains 100% ownership of those files.
28. If the Client loses or damages and requires a duplicate of work provided by The Agency, a charge of $90.00 USD will incur. It is 100% the Client’s responsibility to protect, store and perserve their files both digital and hard copies. The Agency is not responisble for storing, archiving or saving files for the Client. The Client is provided the finished design files at the close of the job. At that point The Agency does not have to save or store the files.
29. The Agency will install window graphics and signage that does not require getting on a ladder. The Agency does not install any signage that requires getting on a ladder. The installation of that signage is the responsibility of the Client. The Agency is not liable for signage that the Client installs. The Agency is not responsible for any damage, loss, defects, improper installation or any other negative consequence that result from use of the signage. Since The Agency does not install the signage, The Agency is not responsible for any results from that.
30. Any and all disputes or disagreements rising between the Parties from this Agreement or in connection with this Contract shall be resolved by institutional arbitration administered by the courts of the State of Pennsylvania located in the City of Easton and County of Northampton unless another location is mutually agreed to by the parties. The cost and expenses of the arbitrators shall be shared equally by the parties. Each party shall be responsible for its own costs and expenses in presenting the dispute for arbitration. The parties agree to be bound by the decision of the arbitrator(s).
SUBMISSION TO JURISDICTION
31 Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Pennsylvania in each case located in the City of Easton and County of Northampton, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
32. The Agency shall not be liable or responsible to the Client, nor be deemed to have breached the Agreement, for any failure or delay in fulfilling or preforming any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of The Agency including, without limitation, government restrictions, exchange or market actions or rulings, suspension of trading, war (whether declared or undeclared), terrorist acts, insurrection, riots, fires, floods, strikes, failure of utility or similar services, accidents, adverse weather or other events of nature (including but not limited to earthquakes, hurricanes and tornadoes) and any other conditions beyond The Agency’ control and any event where any communication network, data processing system or computer system used by The Agency is rendered wholly or partially inoperable, performance under this Agreement shall resume when The Agency is substantially able to do so.
33. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any Agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
34. This Agreement, together with all Schedules, Exhibits and Statements of Work and any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any conflict between the terms and provisions of this Agreement and those of any Schedule, Exhibit or Statement of Work, the following order of precedence shall govern: [(a) first, this Agreement, exclusive of its Exhibits and Schedules; (b) second, the [applicable] Statement of Work; [and] (c) third, any Exhibits and Schedules to this Agreement[; and (d) fourth, the Service Provider Proposal]].
35. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.
36. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
TERMS OF AGREEMENT
37. The Agreement will begin on the date signed below with the signature of both Parties and will remain in full force until the completion of the Services. This Agreement may be extended by mutual written agreement of parties.
MODIFICATION OF AGREEMENT
38. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
39. New Clients must pay in full prior to the job being started. After that all print jobs are net 15 days for payment. Some larger print jobs may require a deposit. If so a deposit must be paid in full prior to the job being started. For non printing work, a 50% deposit is required prior to the job being started and 50% due upon completion. If a Client is late in paying a bill, all future work must be paid in full prior to the job being started.
WEB SITE HOSTING
40. If the Clients pays the Agency to host their website the following terms apply: The hosting agreement includes providing the space for the website files to exist in order to render the site on the web. The Agency is NOT responsible for site security, backing up the site, updating the site, updating plug-ins, or storing the site files elsewhere. The Agency urges Clients to get an SSL certificate installed and request the proper requirements and procautions that go along with a hosting a site. The Client releases the Agency from any and all liability associated with the web site and that may arise from it. If a Client fails to pay their hosting invoice, the site will be removed from the server and there would be a minimum $900 fee to restore the site.
41. If the Agency secures a domain name on a Clients behalf, the Agency owns that domain name 100%. The Client pays the Agency for use of the domain name on a yearly basis. If the Client wishes to own the domain name they simply need to put that request in writing to the Agency. There is a $60 charge to set up and transfer the domain name into an account in the Clients name. The Agency has 30 days to process this request. If a Client fails to pay the invoice for the domian name secured on their behalf, or fails to pay the renewal invoice, The Agency has the right to give up ownership of the domain name and release it, meaning no one owns it. The Client understands that this may mean that some other party buys this domain name and they will not have access to it. The Client also understands that once the domain name is released, the website assocaited with it, will cease to load and exist on the web. Their would be a minumum $900 fee to restore the site if the Client secured the domain name or a new domain name to be associated with this.
THIRD PARTY SOFTWARE, APPS, SOCIAL MEDIA
42. The Client understands that any third party software, apps, social media, hosting companies and any other such thing used in the clients business is 100% separate from The Agecny. The Agency is not responsible or liable for anything arising from the use of third party tools while working for the client. This includes but is not limited to Facebook, Instagram, Linkedin, Twitter, Godaddy, Pair, Hoot Suite, Agora, Pixabay, Canva, Adobe Creative Suite and any other such digital tool used in execution of the client’s project. The liability is with the third party outlet 100%.
43. We are not responsible for the delivering of your postcards and/or mailers. We are not responsible for if they are delivered or when they are delivered. The United States Postal Sevice is solely responsible for if and when your postcards and/or mailers are delivered to their recipients.
PHOTO SHOOT TERMS OF SERVICE
44. Entire Agreement
This agreement contains the entire understanding between Clifford Ross Enterprises, INC. (photographer) and the client. It supersedes all prior and simultaneous agreements between the parties. The only way to add or change this agreement is to do so in writing and signed by all parties involved.
45. Payment & Prices
Payment is due prior to the photo shoot. Payment is non-refundable.
We need 24 hours notice if you would like to reschedule. This is due to the fact that travel from Easton to Philadelphia is involved. Cancellation or failure to show up at the agreed upon time results in a $300 charge.
47. Torrential Weather
If the weather is torrential and Photographer determines shoot is not possible, the session will be rescheduled for another day.
48. Artistic Style
Client acknowledges that she/he has viewed examples of previous work and is satisfied with the overall style of photography that is presented. Client understands that differences in locations, subjects and lighting allow for variations in the final outcome of the Session. There is no knowing what photos will be produced from this endeavor simply because this is an event in the future. Photographer reserves the right to artistically interpret how to photograph a scene. This may mean that some shots are color and some may be black and white.
49. Cooperation & Physical Liability
All parties agree to cooperation and communication for the best possible result within the definition of this Assignment. Photographer is not responsible for missed images due to any individual’s failure to appear or cooperate during the Assignment. If there is any threat to the Photographer or their equipment by any subject, Photographer reserves the right to end coverage immediately with no further liability to finish the Assignment, with no refunds given. Additionally, Client is responsible for their own conduct and the conduct of all participants in the Session. Any damage to equipment or studio components caused by the Client are the sole financial responsibility of the Client. Client agrees to hold Photographer harmless for any injuries or damages sustained preceding, during, and immediately following the Assignment.
50. Copyright & Reproductions
The Photographer owns the copyright to all images created during the Session and shall have the exclusive right to make reproductions. The Photographer maintains the right to make reproductions for the Client or for the Photographer’s portfolio, self-promotions, entry in photographic contests or art exhibitions, editorial use, or for display within or on the outside of the Photographer’s studio.
LIMIT OF LIABILITY
51. In the unlikely event that the Photographer cannot perform this Agreement due to a medical or natural emergency, or other cause beyond the control of the Photographer, then the Photographer shall return the deposit to the Client but shall have no further liability with respect to the Agreement. This limitation on liability shall also apply in the event that photographic materials are damaged in processing, lost through camera malfunction, lost in the mail, or otherwise lost or damaged without fault on the part of the Photographer. In the event the Photographer fails to perform for any other reason, the Photographer shall not be liable for any amount in excess of the retail value of the Client’s order.
52. We do not issue refunds. Deposits are not refunded, they serve as a kill fee if the client terminates the job. Payment of invoices for finished works denotes acceptance by the client of the work done, so no refund is issued.
53. We may use work done for clients for promotional purposes only. This includes but is not limited to for use on our social media accounts, websites and printed promotional materials. Client accepts this and releases The Agency from any liability associated with this.
54. We ship items out as soon as possible, but this will not always be the same day as your order. Delivery delays can occasionally occur. All sales are final. Most items are shipped USPS, UPS and FedEx Ground. The buyer is responsible for providing an address that these carriers recognize as a deliverable address. Clifford Ross Enterprises, Inc is not responsible for lost or stolen packages. We are not responsible for insuring shipped packages. If items need to be reshipped due to lost or damaged during transit, all shipping costs incurred are to be paid by the buyer.