Information on the parties involved
All projects or services (“the work”) that AGENCY (or “we”) (Bragg Media LLC, 315 Cold Creek Pass, Bluffton, SC 29910) may be contracted to produce or provide for CLIENT (or “you”) will be subject to—and you the undersigned agree to the following:
CLIENT agrees to pay AGENCY in accordance with the terms defined in this document. All payments are non-refundable. AGENCY reserves the right to refuse completion or delivery of work until past due balances are paid.
The CLIENT understands that credit card processing services, and any other businesses not owned by AGENCY are not parties to this contract and are separate business entities from AGENCY.
CLIENT further agrees that, upon registering for the services, CLIENT authorizes AGENCY to automatically charge CLIENT’s method of payment (e.g. credit card or bank draft) for the fee on each anniversary of graphic design registration date. Payment of the fees shall be in such amounts and at such times as set forth by AGENCY through information provided to CLIENT.
CLIENT’s account and access to the services may be suspended in the event of non-payment of applicable fees. CLIENT represents and warrants to AGENCY that such payment information is accurate and that CLIENT authorized to use the payment instrument. CLIENT 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.
AGENCY may change its fees from time to time with 7 days’ prior notice. No advance notice is required for temporary reduced prices.
There are three ways to pay for the subscriptions — monthly, quarterly and annually.
- MONTHLY: CLIENT will pay a monthly fee.
- QUARTERLY: If CLIENT chooses to pre-pay quarterly (every three months), CLIENT receives a 5% discount.
- ANNUALLY: If CLIENT chooses to pre-pay annually (once every 12 months), CLIENT receives a 10% discount and the one-time client onboarding fee is waived.
A one-time onboarding fee of $100 will be applied for monthly and quarterly payment methods. This fee is waived for annual payments.
CLIENT can pause the graphic design subscription account for $14.95 per month. This will temporarily halt the automatic invoicing and payment withdrawals of the normal subscription fee. Pausing a subscription enables continued access to Bragg Media’s Client Portal. However, CLIENT will not be able to fill out a design request form or make revisions on any pending projects once the account is paused.
Once an account is paused, this is an immediate and automatic action.
Unused time from the subscription will be credited to the $14.95 monthly fee when the account is reinstated. When CLIENT reinstates the account, the full amount of the subscription will be charged except for any possible remaining credit.
What Cancellation Means
CLIENT may cancel the subscription with AGENCY at any time. Upon cancellation, CLIENT will continue to have access to the AGENCY services and design files through the end of the paid billing term.
However, access to CLIENT’s portal account requires an active subscription. Cancelled accounts will not have access to the portal once the billing term has ended. All files associated with the CLIENT portal account will be deleted upon cancellation. It is AGENCY’s recommendation to download all files before cancelling the account. Cancelled accounts also will not have the ability to submit a design request or a design revision.
If CLIENT reinstates a cancelled account, a $100 reactivation fee will be applied.
All payments are non-refundable. There are no refunds for unused time on any subscription package for any reason.
2. No Guarantee
AGENCY makes no representations, warranties or guarantees for any recommendations of other business partners, such as printers. The CLIENT understands that the AGENCY has no control over the final printed product or availability of services due to the actions or inaction of a third party including third party applications.
AGENCY 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, AGENCY does not warrant or make any representations concerning the accuracy, likely results, reliability of the use of the materials on its internet website otherwise relating to such materials or the security of the website. It is the CLIENT’s responsibility to immediately notify AGENCY if their account has been compromised in any way.
3. Electronic Commerce Laws
The CLIENT agrees that CLIENT is solely responsible for complying with any laws, taxes, and tariffs applicable in any way to CLIENT’s website or any other services contemplated herein, and will hold harmless, protect, and defend AGENCY and its subcontractors from any claim, suit, penalty, tax, fine, penalty, or tariff arising from the CLIENT’s exercise of Internet electronic commerce and/or any failure to comply with any such laws, taxes, and tariffs.
4. Ownership, Trademarks and Provided Assets
CLIENT owns all graphics and files that are created during any month paid in full. CLIENT will provide all content/copy to be used in designs. CLIENT agrees that any materials provided are proofed and approved to be used in designs and are not owned or trademarked by a different entity.
CLIENT is responsible for the materials used in designs and the legal use in designs. AGENCY is not liable for the materials CLIENT provides as it pertains to license or trademark issues and CLIENT represents to AGENCY that all materials provided do not infringe on the intellectual property rights of third parties.
Stock photography or other stock media is under a specific use license. Managed stock photography or assets are licensed to be used in the specific graphic files created by AGENCY from CLIENT design request. Individual photos or assets will not be provided.
CLIENT agrees to indemnify, defend, and hold harmless AGENCY 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) CLIENT’s breach of any of the terms of this Agreement,
(ii) CLIENT’s use of the services provided, and
(iii) infringement of third party’s intellectual property rights or other proprietary rights.
5. Legal Use of Content & Other Expenses
CLIENT agrees to exercise due diligence in its direction to AGENCY regarding preparation of content materials and must be able to substantiate all claims and representations. CLIENT is responsible for all trademark, service mark, copyright and patent infringement clearances, as well as for arranging, prior to publication, any necessary legal clearance of materials we prepare.
6. Approval Required to Prevent Errors
AGENCY is not liable for errors or omissions. It is the CLIENT’S responsibility to check proofs, mock-ups, and other creative deliverables for accuracy, including spelling and technical illustrations. In no event shall AGENCY 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 provided by AGENCY, even if AGENCY or a AGENCY 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 AGENCY under this agreement exceed seventy-five dollars ($75), regardless of the cause of action, in tort, contract, or otherwise
7. Protection of Property and Quality of Work
AGENCY will take all reasonable precautions to safeguard the property CLIENT entrusts to AGENCY. In the absence of negligence on AGENCY’s part, however, AGENCY is not responsible for loss, destruction or damage or unauthorized use by other parties of said property. AGENCY will use best efforts to protect against any loss to CLIENT through the failure of vendors, media, or others to perform in accordance with their commitments.
However, AGENCY is not responsible for failure on the part of third parties.
8. Project Volume
While AGENCY can accept up to 10 projects per month and unlimited revisions, the timetable or turnaround of projects depends on many factors. AGENCY will try to work with CLIENT to accommodate any priority items and CLIENT’s timelines. For time sensitive requests, AGENCY suggests upgrading the account.
Turnaround of creative deliverables and what AGENCY is able to accomplish in a business day varies. How much can be created depends on many factors including, but not limited to the type of plan, the volume of requests, and the complexity of requests.
There is no guarantee regarding the amount of design work that can be created in one business day. To increase the number of projects created within one business day, it’s suggested to upgrade your account.
9. Termination of Contract
Abuse of Contract:
CLIENT acknowledges that AGENCY will manage the project according to its own protocols. Any attempt or requirement by CLIENT to define project process or otherwise run the project may result in termination of the graphic design subscriptions.
If AGENCY determines that CLIENT is not in alignment with AGENCY’s model, violates AGENCY’s values, or abuses AGENCY’s services or team in any way, including using AGENCY’s services for illegal or pornographic purposes, AGENCY reserves the right to cancel CLIENT’s design subscription and Client Portal account.
CLIENT’s right to use AGENCY’s services shall terminate upon the breach of any term of this Agreement.
The term of this agreement will continue as outlined or until terminated by AGENCY or CLIENT upon written notice according to the following conditions:
Upon CLIENT’s contract breach, AGENCY may terminate the project upon written notice and will deliver all originally-CLIENT-owned intellectual property in AGENCY’s possession. If this happens, CLIENT will be granted no right or license to the work.
Upon AGENCY’s breach of contract, CLIENT may choose to terminate the project. If this happens, AGENCY will deliver to CLIENT all property and project materials in AGENCY’s possession for which CLIENT has paid, as well as all originally-CLIENT-owned intellectual property in AGENCY’s possession. Thereupon, CLIENT has the contractually described right or license to the paid-for work.
Termination Without Just Cause:
Upon non-breach-of-contract project cancellation by CLIENT, CLIENT will, in addition to any costs already paid, pay the balance of the agreement within 15 days of the cancellation notice. In such case, CLIENT will be granted no right or license to the work. Upon any planned-for or imposed termination of the project, CLIENT will indemnify and hold AGENCY harmless for any loss or expense (including attorney’s fees), and agree to defend AGENCY in any actual suit, claim or action arising in any way from the working relationship. This includes, but is not limited to assertions made against CLIENT and any of its products and services arising from the publication of materials that AGENCY prepares and CLIENT approves before publication.
10. Force Majeure
If AGENCY is unable to fulfill any obligation under Terms and Conditions due to circumstances beyond reasonable control, including but not limited to pandemic or wide spread infectious disease, government shutdown, lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial/labor disputes (whether or not involving our employees), acts of government, loss of or problems with telecommunications,utility services or other third party services, and technology attacks (each, a “Force Majeure Event”), AGENCY has no liability to CLIENT for such failure to fulfill — dependent on if AGENCY will resume performance in a timely manner when Force Majeure Event circumstances are finished.
11. Additional Provisions
The validity and enforceability of this agreement will be interpreted in accordance with the laws of the State of South Carolina applicable to agreements entered and performed in Beaufort County in the State of South Carolina. This agreement is AGENCY’s entire understanding and may not be modified in any respect except when mutually executed. If AGENCY must retain attorneys to collect on invoices, AGENCY will be entitled to CLIENT’s payment of reasonable attorney’s fees, court costs, and interest at the maximum rate permitted by law.
To proceed to the next project, approval is required through AGENCY’s secure client portal.
12. Sample Work
By default, CLIENT agrees to provide AGENCY with a non-exclusive right and license to publish your work in our portfolio, social media or other communication efforts. AGENCY will attempt to seek written permission before anything is posted publicly. If CLIENT would like to revoke this right, please notify AGENCY team in writing [email protected].
UPDATED: May 30, 2020