SAMPLES; VARIATIONS TO THE WORK.
In order to ensure the colors you are receiving Artist suggests that Client order samples or at least obtain access to a Pantone Matching System swatch book. Client acknowledges that, because of the handmade nature of the work, and because of the delicate processes involved with printing, the color and appearance of the Goods/Work may contains light variations from samples provided. Additionally, Client acknowledges that slight variations in color and appearance may be noticeable between individual prints within the Goods/Work.
RESERVATION OF RIGHT.
All copyrights not expressly granted in this Agreement are retained by Artist. Unless otherwise noted herein, all artwork created pursuant to this Agreement shall remain property of Artist and Client shall have no right to use such Goods/Work for any other personal or commercial purpose without Artist’s written consent.
Designer retains all right and title in and to any original artwork comprising Goods/Work/Final Art, including all rights to display or sell such artwork.
LIQUIDATION FOR UNLICENSED USE.
Client’s use of the Goods/Work shall be limited to the usage rights granted herein for the Project only.Use of the Goods/Work/Final Art, Deliverables or any derivative works thereof by Client at any other time or location, or for another project or outside the scope of the rights granted herein require an additional fee andDesigner shall be entitled to further compensation of the original Goods/Work/Project fee unless otherwise agreed in writing by both parties. In the event of non-payment, Designer shall be entitled to pursue all remedies under law and equity.
LIMITATION OF LIABILITY.
Client hereby agrees to indemnify and hold harmless Artist and its officers, directors, employees, and suppliers, from any claim, demand, action, damage or expenses, including reasonable attorneys' fees, made or incurred by any third party arising out of or related to the Work. The foregoing indemnification shall include but not be limited to any claims arising due to the use of materials in the Work requested by the Client for which no copyright permission or privacy release was requested by Client.
THE GOODS, SERVICES AND THE WORK PRODUCT OF DESIGNER ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES,THE MAXIMUM LIABILITY OF DESIGNER, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“DESIGNER PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER,AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORTOR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF DESIGNER. IN NO EVENT SHALL 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 DESIGNER, EVEN IF DESIGNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.DISCLAIMER OF WARRANTIES.Client expressly understands and agrees that the work is provided on an "as is" and "as available" basis. Artist does not make any representations or warranties of any kind, express or implied, as to the materials or products included in the work. To the fullest extent permissible by law, artist disclaims all warranties with respect to the work, including but not limited to warranties of merchantability and fitness for a particular purpose. Artist will not be liable for any damages of any kind arising from the use of the work, including but not limited to direct, indirect, incidental, punitive and consequential damages. Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you might have additional rights.
This Agreement shall be binding upon the parties, their heirs, partners, successors, and assigns. This Agreement constitutes the entire understanding of the parties. Its terms can only be modified by an instrument in writing signed by both parties. This Agreement shall be governed by the laws of the State of California, without regard to principles of conflict of laws, and courts of such state shall have exclusive jurisdiction and venue. Any dispute regarding this Agreement shall be arbitrated in San Francisco, California under the rules of the American Arbitration Association and the laws of California.
This Agreement may be modified by the parties. Any modification of this Agreement must be in writing, except that Designer’s invoices may include, and Client shall pay, expenses or costs that Client authorizes by electronic mail in cases of extreme time sensitivity. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.