1. TERMS AND ACCEPTANCE
By accessing and using this website (the “Site”), you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions of Use between BARRCODE Branding (aka Company), and you (aka Client), all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this website are protected by applicable copyright and trademark law.
This Site is controlled and operated by BARRCODE Branding, from its offices within the United States. BARRCODE Branding makes no representation that materials in the Site are appropriate or available for use in other locations, and access to them from territories where its contents are illegal, is prohibited. Those who choose to access this site from locations outside the United States are responsible for compliance with all applicable laws.
The materials on BARRCODE Branding’s website are provided “as is”. BARRCODE Branding makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, BARRCODE Branding does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its internet website or otherwise relating to such materials or on any sites linked to this site.
In no event shall BARRCODE Branding or its suppliers be liable for any damages (including, without limitation, negligence, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials on BARRCODE Branding’s internet site, even if BARRCODE Branding or a BARRCODE Branding authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you. In no event shall the total liability of BARRCODE Branding under this agreement exceed fifty dollars ($50), regardless of the cause of action in tort, contract, or otherwise.
BARRCODE Branding has not reviewed all of the sites linked to its Internet web site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by BARRCODE Branding of the site. Use of any such linked website is at the user’s own risk.
7. FEEDBACK / TERMINATION
8. PAYMENT TERMS
Your financial arrangement with BARRCODE Branding is a recurring annual subscription billed monthly. You agree to pay the fees, in such amount and for such billing frequency as specified during registration, in full prior to any obligation of BARRCODE Branding to perform under this Agreement. You further agree that, upon registering for the services through the Site, you authorize BARRCODE Branding to charge your method of payment (e.g. credit card) for the fee on each anniversary of your registration date, based upon your billing frequency (e.g. monthly, quarterly, annually). Payment of the fees shall be in such amounts and at such times as set forth by BARRCODE Branding through information provided to you and as authorized through the sign-up and registration process. Your account and access to the services provided via the Site may be suspended in the event of non-payment of applicable fees. Company’s obligation to render Services pursuant to this Agreement is contingent upon Client’s timely payment of service fee. You represent and warrant to BARRCODE Branding that such payment information is accurate and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. BARRCODE Branding may change its fees from time to time by posting the changes on the Site with 5 days’ prior notice, but with no advance notice required for temporary promotions or reductions in fees.
You, the client are responsible to use BARRCODE Branding after payment.
9. CANCELLATION POLICY
You may cancel your subscription with BARRCODE Branding 30 days prior to your annual anniversary with no penalty. Upon cancellation, you will continue to have access to the BARRCODE Branding services through the end of your paid billing term. Early cancellation of this Agreement shall not absolve Client from past or future payment obligations in accordance with the terms of this Agreement. Should you require a cancellation of services at a time other than stated above, BARRCODE Branding reserves the right to review your outstanding expenses as related to production of assets and require appropriate compensation for these assets, whether completed or not (see Client Responsibilities).
10. CLIENT RESPONSIBILITIES
Client agrees to be cooperative and to timely provide Company with all necessary information and documentation necessary for Company to perform Company’s obligations pursuant to this Agreement. Company shall not be responsible for delays or damages resulting from Client’s lack of cooperation and/or submission of untimely information. You agree that any materials provided are proofed and approved to be used in your designs and are not owned or trademarked by a different entity. You are responsible that any materials provided can be legally used in our designs. We are not liable for the materials you provide as it pertains to license or trademark issues and you represent to BARRCODE Branding that all materials provided do not infringe on the intellectual property rights of third parties. Client shall indicate approval of each final document and shall hold Company harmless of any errors discovered after approval has been stated. Upon receipt of approved files by Client, Client accepts responsibility for any further processes in which this work is used including, but not limited to, film and web applications and printing applications. While we do our best to minimize any mistakes, due to the nature of creative design we cannot guarantee all files delivered will be 100% error free. Upon file delivery you agree to review and proof all files for any errors or omissions and notify our team if any changes/corrections are needed. We will do our best to rush any edits to correct the mistakes. BARRCODE Branding is not responsible or liable for any losses or expenses incurred from errors or omissions. You agree to indemnify, defend, and hold harmless BARRCODE Branding and its affiliates, officers, members, managers, agents, successors and assigns (the “Indemnified Parties”) from and against all claims, demands, liabilities, damages, and costs including, without limitation, its reasonable attorneys’ fees, arising out of or relating to (i) your breach of any of the terms of this Agreement, (ii) your use of the services provided pursuant to the Site, and (iii) infringement of third party’s intellectual property rights or other proprietary rights.
11. TRADEMARK OF FINAL WORK PRODUCT
Upon assignment of ownership of Final Work Product, in accordance with this Agreement, Client shall have sole responsibility for ensuring that any proposed trademark of Final Product intended to be a Trademark is available for use in commerce and federal registration and does not otherwise infringe upon the rights of any third party. Client hereby indemnifies, saves and holds harmless Company from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, Trademark.
12. COMPANY RESPONSIBILITIES
Company represents, warrants and covenants to Client that Company will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services. Company further represents, warrants and covenants to Client that, except for Third Party Materials and Client Provided Content, the Work Product shall be the original works of the Company and/or its independent contractors. In the event that the Final Work Product includes the work of Independent Contractor(s) commissioned for the Services by the Company, Company shall have secure agreements from such contractors granting all necessary rights, title and interests in and to the Final Work Product sufficient for Company to grant the intellectual property right provided in this Agreement, and to the best of Company’s knowledge, the Final Art provided by Company and Company’s subcontractors does not infringe the rights of any party, and use of the same in connection with the Services will not violate the rights of any third parties. In the event Client or third parties modify or otherwise use the Final Work Product outside of the scope of, or in the original manner designed, for any purpose or contrary to the terms and conditions of this Agreement, all representations and warranties of Company shall void. Client shall refrain from modifying the Final Work Product.
13. WORK PRODUCT OWNERSHIP
Upon completion of the Services and expressly conditioned upon Client complying with all the terms of this Agreement and final payment, including any outstanding fees and expenses, Company assigns to Client all ownership rights to any works, copyright, client ideas, source files, discoveries, patents, inventions, products, systems, intellectual property or other information, (collectively, the “Work Product”) developed in whole or part by Company in connection with the Services performed pursuant to this Agreement, excluding preliminary concepts not selected by Client. The Work Product shall be the exclusive property of the Client. Upon request, Company shall fully cooperate and sign all required documents necessary to confirm or perfect Client’s exclusive ownership rights to the Work Product. Notwithstanding the foregoing, Client grants Company a worldwide, nonexclusive, license to display the written or visual content developed by Company for Client only in association with Company’s portfolio and for Company’s marketing and other business development purposes. By default, you agree to provide BARRCODE Branding with a non-exclusive right and license to publish your work in our portfolio, social media or other communication efforts. We will do our best to seek written permission before we post anything publicly. If you would like to revoke this right, please notify our team in writing – email@example.com.
14. COPYRIGHT/TRADEMARK/PROVIDED ASSETS
During the course of this Agreement, Client may receive materials that are copyrighted or trademarked. Please note that these are for Client’s use only and may not be shared or duplicated in any form, printed or electronic, or otherwise, with any third party. Subscriptions to stock photography or media is under a specific use license. Managed stock photography or assets (provided by other services) are licensed to be used in the specific graphic files created by BARRCODE Branding from a client request. Individual photos or assets will not be provided.
15. NON DISPARAGEMENT
Client agrees that during the term of this Agreement and thereafter, Client will take no action which is intended or would reasonably be expected to harm BARRCODE Branding, Wendy Barr, the Program or its or their reputation, or which would reasonably lead to unwanted or unfavorable publicity. Client also agrees not to make any disparaging or defamatory statements, remarks, comments on social media, any internet site or to any third party about BARRCODE Branding, Wendy Barr, the Program or its or their reputation. Client further agrees not to take any action to disrupt Company’s business or harm Company’s reputation. Client agrees that taking any of these prohibited acts will subject Client to a defamation lawsuit and severe damages.
Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including but not limited to Preliminary Works (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information except as may be necessary to perform its obligations under the Agreement or if required by a court order. Confidential Information shall exclude all information in the public domain or that becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
17. INDEPENDENT CONTRACTOR RELATIONSHIP
It is understood by and between the parties that there is no employer/employee, partnership, agency or joint venture relationship between Client and Company and that this is exclusively a contract for service. Company may engage in other business activities. Company is not an agent or representative of Client and has no authority to bind or commit Company to any agreements or other obligations. Client understands that Company is not an employee of Client, but is an Independent Contractor. As an Independent Contractor, Company is responsible for Company’s income taxes and health insurance. Company will not receive any fringe benefits, including but not limited to, paid vacation, disability compensation, sick pay, workers compensation, unemployment benefits or any other employee type benefits.
18. FORCE MAJEURE
Company shall not be deemed in breach of this Agreement if Company is unable to complete the Services or any portion thereof by reason of fire, earthquake, labor disputes, acts of God or public enemy, death, illness or incapacity of Company or any local, state, federal, national or international law, government order or regulation or any other event beyond Company’s control (collectively “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Company shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of Services.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one of the same instrument.
20. NO WAIVER OF CONTRACT RIGHTS
Company’s failure to enforce strict performance of any provision of this Agreement will not constitute a waiver of Company’s right to subsequently enforce such a provision or any other provision of this Agreement.
21. GOVERNING LAW: ARBITRATION; MEDIATION
The laws of the State of California shall govern enforcement and interpretation of this Agreement. Venue and jurisdiction for any court action filed regarding this Agreement or any claims arising out of its execution or performance shall be resolved exclusively in any court of competent jurisdiction in California. Resolution by Arbitration or Mediation may be pursued if agreed to by all Parties or if mandated by governing law.
22. RECOVERY OF LITIGATION EXPENSES
If any legal action, arbitration, mediation or any other proceeding is brought for enforcement of this Agreement, to resolve an alleged dispute, breach, default or misrepresentation in regard to any of the provisions of this Agreement, the successful or prevailing Party shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which that Party may be entitled.
All notices, requests, demands and termination communication under this Agreement shall be in writing. Notice from Client must be properly addressed to firstname.lastname@example.org
If any provision of this Agreement is held by a court of law to be illegal, invalid, or unenforceable, (a) the Parties shall amend that revision to achieve substantially the same economic effect as the original provision, and (b) the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected or invalidated.
25. ENTIRE AGREEMENT; MODIFICATION; WAIVER
This Agreement represents the entire Agreement between the parties and supersedes all prior and contemporaneous Agreements, understandings and representations of the parties. Any modification of this Agreement must be in writing. No waiver shall be binding unless executed in writing.
26. EXECUTION AND AGREEMENT
Execution of this Agreement constitutes acceptance of all terms and shall cause this Agreement to be binding.