Graphic Design Service Terms

Last updated: 15 Mar 2024

This Design Service Agreement (this “Agreement”) is made effective as of the purchase date (the “Effective Date”) by and between you ("Owner") and Femtomax Inc. or its affiliates (the “Designer”).

  1. Description of the Services. The Designer will design a graphics package (“the Graphics”) for the Owner by providing the design services as purchased (“the Services”) in a professional and timely manner. All design and documentation (if any) shall comply with standards currently employed by the Designer. The Owner shall describe design requirements in an email or as WhatsApp message. No material change is accepted after the first email. What is a material change is in sole discretion of the Designer.
  2. Design Team.The Designer will use only qualified personnel to provide the Services (the “Design Team”). The Designer reserves the right to make changes to the Design Team in its sole discretion and will provide prior written notice of any anticipated change and a reasonable explanation for the change. Orientation of replacement personnel shall be at the Designer’s expense.
  3. Term / Scheduling.The Services will be completed in a timely manner as per chosen plan during the purchase process. The Designer will begin the Services (the "Start Date") after receiving agreed upon design requirements via email or as WhatsApp message. The number of reviews will be governed by the plan chosen. After the last review, Designer will deliver the final design upon completion of the number of days as per the plan purchased. Once design is submitted for review, the Owner agree to reviewer within 3 business days with feedback on the submitted Design. The timeline counter for Service will be paused from the time Graphic is submitted for review and will resume once feedback is received. The designed Graphic will be delivered to Owner via email.
    Sometimes the Designer might provide free design service. Under such circumstances, only 1 review or as previously agreed, is allowed.
  4. Payments and Refunds.Owner shall pay for the Service in full during plan purchase. The payment is governed by Payment Terms. There is no refund for the Graphics package purchased. In case your order is cancelled after mutual agreement, you will receive a store credit that you can use towards your next order.
  5. Ownership Rights. The Owner will own the Graphic design delivered via the Services. The Graphic designed is for public display (e.g. advertisements) and therefore, the Owner provides non-exclusive, non-transferrable, worldwide,sub-licensable, perpetual, royalty-free license to Designer for use in it's portfolio and Service advertising purpose.
  6. Copyrights Notice. The Designer shall include copyright notice (or any other notices requested by the Owner) on the designs as per Owner’s request.
  7. Confidentiality. The Designer will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Designer, or divulge, disclose, or communicate in any manner any information that is proprietary to the Client (e.g., trade secrets, know-how and confidential information). The Designer will protect such information and treat it as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, the Designer will return to the Client all records, notes, documentation and other items that were used, created, or controlled by the Designer during the term of this Agreement.
  8. Independent Contractor. The Designer is an independent contractor with respect to its relationship to the Owner. Neither the Designer no the Designer’s employees are or shall be deemed for any purpose to be employees of the Owner. The Owner shall not be responsible to the Designer, the Designer’s employees, or any governing body for any payroll taxes related to the performance of the Services.
  9. Promotion. The Designer may use the names, trademarks, service marks, symbols or any abbreviations of the Owner, without the prior written consent of the Owner for the purpose of advertising it's services and portfolio.
  10. Warranty – Designer. The Designer warrants to the Owner that all images delivered to the Owner in connection with the Services are free from defects in materials and faulty workmanship under normal use, and that the design files will work as intended.
  11. Warranty – Intellectual Property Rights. The Designer represents and warrants that it has the unencumbered right and power to enter into and perform this Agreement and that the Designer is not aware of any claims or basis for claims of infringement of any patent, trademark, copyright, trade secret, or contractual or other proprietary rights of third parties in or to any designs or materials included by the Designer in the Services or trade names related to the Services. In the event of any claim, charge, suit or proceeding by any third party against the Owner alleging such infringement, the Designer shall defend such claim, charge, suite or proceeding. The Designer shall indemnify and hold the Owner harmless from and against any loss, cost, damage or expense (including attorney fees and legal expenses) incurred by the Owner that may result by reason of any such claim, charge, suit or proceeding. The Owner shall have the right, if it so desires, to be represented in any such claim, charge, suit or proceeding by counsel. If any of the designs or materials included by the Designer in the Services becomes the subject of an infringement suit, the Owner may terminate this Agreement and shall be entitled to a refund of any payments made to the Designer under this Agreement. This indemnity shall not apply to materials provided by the Owner as contemplated by the following paragraph.
  12. Warranty – Owner. The Owner represents and warrants to the Designer that the Owner owns (or has a legal license to use) all photos, text, artwork, graphics, designs, trademarks, and other materials provided by the Owner for inclusion in the Designs, and that the Owner has obtained all waivers, authorizations, and other documentation that may be appropriate to evidence such ownership. The Owner shall indemnify and hold the Designer harmless from all losses and claims, including attorney fees and legal expenses, that may result by reason of claims by third parties related to such materials.
  13. Disclaimer of Warranties. EXCEPT AS EXPRESSLY SET FORM IN THIS AGREEMENT, THE PARTIES HEREBY SPECIFICALLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
    14. Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY PROVISION OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE.
  14. Indemnity. Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorneys fees, costs and expenses resulting from the indemnifying party’s material breach of any duty, representation, or warranty under this Agreement.
  15. Assignment. This Agreement is not assignable, in whole or in part, by either party without the prior written consent of the other party. Any attempt to make such assignment shall be void.
  16. Attorneys Fees. In any legal action between the parties concerning this Agreement, the prevailing party shall be entitled to recover reasonable attorneys fees and costs.
  17. Termination. Either party may terminate this Agreement at any time by providing 14 business days advance written notice. In the event of such termination, the Owner shall not be entitled to any refund either wholly or partially. Unless otherwise terminated, this Agreement will terminate upon completion of the Services.
  18. Termination on Default. If a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate this Agreement by providing written notice to the defaulting party. The notice shall describe with sufficient detail the nature of the default. The party in default shall have 14 business days from the effective date of such notice to cure the default(s). Unless waived by the party providing the notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.
  19. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.
  20. Governing Law / Forum. This Agreement shall be construed in accordance with the internal laws of the State of California, without regard to conflict of laws rules. Venue shall be in a court of competent jurisdiction in the State of California, county of Santa Clara, and both parties expressly consent to jurisdiction in such courts.
  21. Complete Contract / Amendment. This Agreement supersedes all prior agreements and understandings between the parties for performance of the Services, and constitutes the complete agreement and understanding between the parties. The parties may amend this Agreement in a written document signed by both parties.
  22. SIGNATORIES. This Agreement shall be entered into by Owner and by Designer. This Agreement is effective as of the date of purchase.