Art & Graphic Design Agreement

Thank you for choosing Imagine! Studios to service your art and graphic design needs!

Parties—This agreement is made between the client (“CLIENT”) submitting an order for graphic design services and Imagine! Studios, PO Box 1362, Sarasota, FL 34230 (“Imagine! Studios”) for the project (“WORK”) agreed to by the parties either verbally or in writing in addition to this Agreement.

Project Description—Imagine! Studios will create the WORK for the CLIENT utilizing the CLIENT’s instructions and suggestions. The final art will be delivered to the CLIENT in the specified file format(s).

Usage Rights—Upon receipt of full payment, unless otherwise stated and agreed to in writing, Imagine! Studios grants to the CLIENT the following rights to the WORK: Exclusive, perpetual, worldwide reproduction rights. Imagine! Studios reserves the right to use the WORK for promotional purposes and in a portfolio. Any transfer of right is conditional upon receipt of full payment.

Acceptance—Imagine! Studios reserves the right, at its sole discretion, with notice to the CLIENT, not to accept a project upon review and return to the CLIENT any provided materials and any fees paid if the WORK does not adhere to Imagine! Studios’ moral or quality standards.

Schedule—Imagine! Studios will provide a timeline for the WORK to the CLIENT and will make every effort to deliver the WORK within the timeline specified to the CLIENT. Times are estimated are with the understanding that original material from the CLIENT is provided to Imagine! Studios within the time specified and proofs are responded within 24 hours by the CLIENT. Every effort will be made to keep to the original timeline. The CLIENT will hold harmless Imagine! Studios, its affiliates and employees, for any deviation from the original timeline.

Payments and Fees—The CLIENT agrees to pay Imagine! Studios the quoted fee for the WORK. Imagine Studios accepts the following forms payment in full: PayPal, Visa, MasterCard, Discover, personal check or cashier’s check made to Imagine Studios. Any returned or declined payments via debit, credit or check will be assessed a fee of $25 payable to Imagine Studios by the CLIENT in addition to any incurred bank fees. If any payment bounces, all work will halt on the WORK. At its sole discretion, Imagine! Studios may create a customized payment plan for the CLIENT, which may incur an additional processing fee.

Rush Fee—The CLIENT may request the work to be “rushed” inside the provided timeline, in which case the CLIENT will be assessed a rush fee above the quoted amount for the WORK.

Expenses—The CLIENT will reimburse Imagine! Studios for all additional expenses arising from the WORK, including but not limited to the payment of any sales taxes due on the WORK and additional stock photography or vector art purchased for the WORK. The CLIENT’s requested use of stock images, videos, audios, or other items must adhere to the terms and conditions of the stock provider. The CLIENT holds harmless Imagine! Studios, its affiliates and employees from usage of any stock image, video, audio, or other purchased item that does not adhere to the terms and conditions of the stock provider.

Cancellation—In the event of cancellation within 30 days of this Agreement, postponement, or breach by the CLIENT, a cancellation fee for work completed, based on the price and expenses already incurred by Imagine! Studios will be paid by the CLIENT. A refund will be submitted to the CLIENT less these incurred fees. In addition, in the event of a cancellation of the WORK in payment plan status, the payment plan will be cancelled and no refund will be issued. Imagine! Studios shall retain ownership of copyright and original files, and the CLIENT shall return all copies and permanently delete all digital copies thereof.

Concepts and Revisions—The WORK includes the specified number of concepts and a specified round of revisions of the chosen concept. Revisions are not complete re-designs. Any “re-design” with more than 50% of the design changed will constitute an additional agreed-upon fee. Re-designs and additional revisions are payable by the CLIENT at the current billable rate, minimum one half-hour. The CLIENT will offer Imagine! Studios the first opportunity to make any changes to the WORK.

Delivery—Imagine! Studios will provide a production-ready electronic file to the CLIENT upon final payment. Such file will be delivered electronically via an Internet delivery service at Imagine! Studios choosing. A CD-ROM of production-ready art is also available upon request of the CLIENT. Such request must be made within 6 months of project completion and electronic delivery of file. No art or files will be released until the WORK has been paid for in full.

Original Art and/or Design Files—Imagine! Studios retains ownership of all original files and artwork created for the WORK, whether preliminary or final, unless otherwise specified. If the WORK requires Imagine! Studios to create electronic files, artwork, illustrations, etc., the original electronic files may be purchased for an additional 60% fee of the current quoted rate. If the CLIENT requires any conversions or revisions to these files, extra fees may apply for labor and materials. Any fees must be paid in advance of any original design files or artwork being transferred. Logo designs always include all original vector art files at no additional charge. Original design files will be one of the following formats: Adobe InDesign, Adobe Illustrator, or Adobe Photoshop.

Permissions and Releases—The CLIENT agrees to indemnify and hold Imagine! Studios 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 in writing or for which uses exceed the uses allowed pursuant to a permission or release.

Warranty—Imagine! Studios warrants and represents that, to the best of their knowledge, the WORK assigned hereunder is original and has not been previously published, or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained through the undersigned from third parties is original or, if previously published, that the consent to use has been obtained on an unlimited basis; that Imagine! Studios has full authority to make this agreement; and that the WORK prepared by Imagine! Studios does not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses that the CLIENT or others may make of the WORK that may infringe on the rights of others. The CLIENT expressly agrees that it will hold Imagine! Studios harmless for all liability caused by the CLIENT’s use of the WORK to the extent such use infringes on the rights of others.

Limitation of Liability—The CLIENT agrees that it will not hold Imagine! Studios or their agents or employees liable for any incidental or consequential damages that arise from Imagine! Studios’s failure to perform any aspect of the WORK in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of Imagine! Studios or a third party.

Idemnification—The CLIENT agrees to indemnify and hold harmless Imagine! Studios or its “AFFILIATES” from and against any losses, lost profits, damages, liabilities, judgments, awards, decrees, settlements or expenses (including without limitation, reasonable attorney’s fees and court costs) arising from the result of Imagine! Studios assisting the CLIENT in publication of the WORK. All representations, warranties and indemnities made by the CLIENT herein will survive termination of this Agreement. “AFFILIATES” means owners, shareholders, officers, directors, employees, parents, subsidiaries, affiliated companies, licensees, distributors, advertisers, Internet service providers, attorneys accountants and any other person or entity to whom Imagine! Studios extends its representations and warranties to in connection with the production, dissemination or transmission of the WORK. In defending any such claim, action or proceeding, Imagine! Studios shall have the right to defend with attorneys of its own selection against the CLIENT or the offending parties and any attorney fees or court fees incurred will be paid by the CLIENT.

Dispute Resolution—Any disputes in excess of $10,000 arising out of this Agreement shall be submitted to mediation. If mediation is not successful in resolving the dispute, the parties may by mutual consent submit the dispute to binding arbitration. The arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The CLIENT shall pay all arbitration and court costs, reasonable attorney’s fees, and legal interest on any award of judgment in favor of Imagine! Studios. A waiver of a breach of any of the provisions of this Agreement shall not be construed as a construed as a continuing waiver of other breaches of the same or other provisions. This Agreement shall be governed by the laws of the State of Florida and courts of such State shall have exclusive jurisdiction and venue.

General Provisions—If any term of this Agreement is unenforceable, this Agreement will still remain in full force and effect and such term will be deemed deleted only to such extent as is necessary to make it enforceable. This Agreement shall be binding upon the parties, their heirs, successors, assigns, and personal representatives. This Agreement constitutes the entire understanding of the parties. Its terms can be modified only by an instrument in writing signed by both parties, except that the CLIENT may authorize expenses or revisions orally or in writing. No modification or amendment will be valid unless made in writing by Imagine! Studios.

Amendments—Imagine! Studios reserves the right to amend this Agreement at any time during the term the CLIENT is under this Agreement. Imagine! Studios will give written notice to the CLIENT within 30 days of amendment of this Agreement. This Agreement replaces any former Agreements between Imagine! Studios and the CLIENT.

Acceptance of Terms—By submitting an order for art or graphic design services and a payment to Imagine! Studios, the CLIENT agrees to all terms and conditions in this Agreement.

Revised August 1, 2021

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