The terms and conditions stated herein apply to all Clients who are engaging BellStar MEDIA, llc and any of our affiliates / joint collaborators (hereinafter referred to as “Vendor”) for specific services rendered any (hereinafter referred to as “Project(s)”).
1. RESERVATION OF RIGHTS: All rights not expressly granted in writing are retained by the Vendor, including any electronic rights or usage, and including, but not limited to, all rights in sketches, comps, or other preliminary materials shall remain the exclusive property of the Vendor; an no use of same shall be made, nor any ideas obtained therefrom being used, except upon compensation to be determined by Vendor, and not expressly identified and included in the selling price. Any use additional to that expressly granted requires arrangement for payment of a separate fee.
2. EXPERIMENTAL WORK: Experimental creative or preliminary work performed at the customer’s request will be charged for at current rates and may not be used until the Vendor has been reimbursed in full for the amount of charges billed.
3. CONDITION OF COPY: Upon receipt of the original copy or manuscript, should it be evident that the condition of the copy differs from that which had been originally described and consequently quoted, the original quotation shall be rendered void and a new quotation issued.
4. ALTERATIONS: Alterations represent work performed in addition to the original specifications. Such additional work shall be charged at current rates and be supported with documentation upon request.
5. REVISIONS: Revisions may be made only by the Vendor at the proof stage. Additional fees will be charged for revisions made after 3 proofs, and for revisions reflecting a new direction to the assignment, or new conceptual input. The vendor agrees to submit 3 stages for the client’s approval. Additional fees will be charged to the Client for revisions made after such proofs and for all revisions that reject a new direction for the assignment or new conceptual input. No additional fees shall be billed for changes required to bring the final artwork up to original specifications or assignment description. The client agrees to offer Vendor the first opportunity to make any changes to the final artwork.
6. COLOR PROOFING: Because of differences in equipment, processing, proofing substrates, paper, inks, pigments, and other conditions between color proofing and production pressroom operations, a reasonable variation in color between proofs and the complete job shall constitute acceptable delivery.
7. DEPOSITS: A deposit is required to initiate Project. Balanced Owed towards the total price of the project as originally quoted will be due upon completion unless otherwise agreed upon in writing. Projects will begin / Orders will be placed upon receivership of payment by the customer. Modifications-additions-improvements, etc. that incur after the Project begins will be added to the balance owed. The vendor and any of our affiliates / joint collaborators can not be held liable for any reimbursement of this deposit once approval and/or acknowledgment has been given to initiate a project. Any modification requested after the original project consultation may result in production delays and/or additional expenses for which the client will be invoiced accordingly.
8. ELECTRONIC INVOICE/SOW: Our electronic invoice and/or Statement of Work (SOW) serves as a non-refundable deposit and commitment to move forward with your Project. Once an initial deposit payment is made to an invoice or project in any format, the payee accepts responsibility for the project, and agrees to: the approval to initiate and move forward to completing the project(s) referred to on the invoice/SOW; and agrees to our Terms & Services (Terms & Services can be found on our website: www.bellstarmedia.com)
9. PRINT ORDERS: All Print Orders are paid in full prior to being shipped unless previous arrangements have been made. Prices are valid for 30-days and do not include applicable sales tax. Printing industry standards apply to all orders. A finished quantity of +/- 10% shall constitute a completed order and the invoice will be adjusted accordingly. PRINT QUOTES SUBJECT TO REVIEW UPON RECEIPT OF CUSTOMER ARTWORK WHEN APPLICABLE. DUE TO THE PRESENT MARKET CONDITIONS THE PAPER PRICES INCLUDED IN OUR QUOTATIONS ARE BASED ON CURRENT PRICES AND ARE SUBJECT TO ADJUSTMENT AND AVAILABILITY AT THE TIME THE PAPER STOCK IS SHIPPED FROM THE MILL. ANY PRICE INCREASE WILL BE REFLECTED WITH AN ADJUSTMENT TO THE PROPOSAL/SOW OR ON THE INVOICE RENDERED TO YOU.
10. CANCELLATION AND KILL FEES: Cancellation (“kill”) fees are due based on the amount of work completed. Fifty percent (50%) of the final fee is due within 30 days of notification that for any reason the job is canceled or postponed before the final stage. One hundred percent (100%) of the total fee is due despite cancellation or postponement of the job if the art has been completed. If the project is on an hourly basis and the project is canceled by the Client, the Client agrees to pay no less than 100% of the hours already billed for the project at the time of cancellation plus a flat fee of $250 or 50% of the remaining hours that were expected to be completed on the project, whichever is greater. Upon cancellation or kill all rights to the art revert to the Artist and all original art must be returned, including sketches, comps, or other preliminary materials. In the case of digital goods, said items may be taken down, made inactive, passwords/access changed +/ so forth for non-payment +/ late payment.
11. PAYMENT: Payment for finished work is due upon acceptance of approved project proofs unless otherwise agreed upon in writing; in which case the client’s right to use the work is conditioned upon receipt of payment within thirty days of acceptance, and upon Client’s compliance with the terms of this agreement. A two percent (2%) monthly service charge will be billed against late payment.
11.1 Acceptance: The Client shall promptly review all deliverables, and must notify the Designer of any failure to conform to the Statement of Work in writing either through facsimile, email, or registered mail – with acknowledged receivership – within 5 business days of receipt. If the Designer does not receive a timely notification, the Deliverable will be deemed accepted. The Client’s notification must clearly identify the problems with the Deliverable.
12. ORIGINAL SOURCE FILES: Original source files remain the property of the Vendor unless expressed in the agreement. In certain cases, a breach or infringement of copyright and/or licensing, and/or usage restrictions on font files, stock photos, etc. prohibits us from releasing all or part of original source files.
13. SUBMITTED CONTENT: Any and all submitted content (including but not limited to: text, copy, photo’s, artwork, images, illustrations, intellectual properties, derivative works, releases, license agreements, etc.) are agreed to be free of infringement and violation of law whereas the submitter ensures they either own or have full permission to use, copy, duplicate, share, or have in their possession for use on said project; and takes full responsibility for any and all infringements and violations that applies to any and all Copyright, Plagiarism, Cryptomnesia, Forgery, Satire, Piracy, Bootleg, Attributions, Citations, Patents, Trademarks, and Intellectual Properties infringements and violations whereas Vendor and any and all of its collaborators used on this project hold no responsibility or liability to any and all submitted content; and are held harmless against any and all legal ramifications, responsibilities, fines and any and all violations resulting from such infringement, violation or misuse of said content.
14. PERMISSIONS AND RELEASES: The Client agrees to indemnify and hold the Vendor and any and all of its collaborators used on this project harmless against any and all claims, costs, and expenses, including attorney’s fees, due to materials included in the Work 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 permission or release.
15. PROOFING / APPROVAL: Any and all proofing and complications, casualties, and consequences thereof will be the responsibility of the client once approval of a project or work has been given. The vendor, and any and all of its collaborators used on this project are not responsible for and are held harmless against any and all issues stemming from the approval of final, pre-final, or any stages thereof of said project.
16. DEFAULT PAYMENT: The Client shall assume responsibility for any and all collection, legal, and miscellaneous fees associated or necessitated by default in payment for any and all actions rendered to resolve payment default.
17. AUTHOR RIGHTS: At its discretion Vendor reserves the right and shall be permitted in the course of this Agreement and thereafter to use any images created from the Work for promotional, and showcasing purposes. Images may appear on Vendors website, web portfolios, social media platforms, for advertising and promotional purposes to highlight our services. At its discretion, the Vendor shall be permitted to place name and web link on internet creations (for example designed by + link in the footer) for contact purposes for potential new Clients. If for any reason Client wishes to relinquish this right, a non-disclosure request/agreement in written format must be submitted to Vendor.
18.1 By Client. The client agrees to indemnify, save and hold harmless the Vendor 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 the Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances Vendor shall promptly notify the Client in writing of any claim or suit;
(a) Client has sole control of the defense and all related settlement negotiations; and
(b) Vendor provides Client with commercially reasonable assistance, information, and authority necessary to perform Client’s obligations under this section. The client will reimburse the reasonable out-of-pocket expenses incurred by Vendor in providing such assistance.
18.2 By Vendor. Subject to the terms, conditions, express representations, and warranties provided in this Agreement, the Vendor agrees to indemnify, save and hold harmless the Client from any and all damages, liabilities, costs, losses, or expenses arising out of any finding of fact which is inconsistent with Vendor’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 Vendor in writing of the claim;
(b) Vendor shall have sole control of the defense and all related settlement negotiations; and
(c) Client shall provide Vendor with the assistance, information, and authority necessary to perform Vendor’s obligations under this section. Notwithstanding the foregoing, the Vendor 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 Vendor.
18.3 Limitation of Liability. The services and the work product of the Vendor are sold “as is.” In all circumstances, the maximum liability of Vendor, and any of our affiliates, 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 Vendor. In no event shall the designer 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 Vendor, even if Vendor has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.