Key Takeaways of BLC Designs Terms Agreement

1. Scope and Delivery:
• BLC Designs will deliver services as outlined in the Proposal, which includes the creation of final deliverables but excludes any preliminary work.
• Any conflicts between the Proposal and the Agreement are governed by the Proposal.
2. Payment Terms:
• Prices are specified in the Proposal. Changes to the project may require a new quote and agreement.
• Final deliverables are provided after final approval and payment are received.
• Overages and out-of-scope work are billed at $150/hour.
• BLC Designs requires prepayment for services to commence, as detailed in the Payment Terms of the Proposal.
3. Client Responsibilities:
• Timely decision-making and communication with BLC Designs.
• Prompt approvals and feedback.
• Responsibility for any publishing, printing, or advertising costs incurred due to client actions.
• Payment for any hard costs or subscription costs not included in the Proposal.
4. Confidentiality:
• Both parties agree to maintain confidentiality on proprietary information unless required by law to disclose.
• Client grants BLC Designs the right to use final deliverables as samples for marketing purposes.
5. Independent Contractor Status:
• BLC Designs is an independent contractor, not an employee of the Client.
6. Ownership and Rights:
• BLC retains ownership of all final deliverables until full payment is made.
• Client owns all provided content but grants BLC a non-exclusive license to use this content for service provision.
7. Termination:
• The agreement can be terminated by either party under specified conditions, including non-payment and breach of terms.
• Termination requires a 60-day notice with continued payment obligations during this period.
8. Liability and Indemnification:
• BLC Designs disclaims all warranties except as expressly stated in the Agreement.
• Liability is limited to the amount paid under the Proposal in the prior six months.
• The client is responsible for indemnifying BLC against third-party claims related to client content or BLC’s compliance with client directions.
9. General Provisions:
• The agreement is governed by Indiana law and specifies Lake County, Indiana, as the venue for disputes.
• Both parties waive the right to a trial by jury.

Full Terms Of Service

These Terms (“Agreement”) are entered into by BLC Designs LLC (“BLC” or “we/us/our”), and you (“Client”), and by making payment or signing this Agreement, either in writing or electronically, you are agreeing to the following terms and conditions:

PROPOSAL

BLC will provide the services as provided in the “Proposal” for the creation of Final Deliverables. Final Deliverables means the final delivered product created by our Services in the Proposal provided in its final publishable form but excludes any Preliminary Works prior to the final delivered product. The Proposal is incorporated into this Agreement, and any conflict between the Proposal and this Agreement, the Proposal shall govern. You are only retaining us for this one project, and BLC is not responsible for any services or Deliverables outside this Proposal. If the Client requests services outside the Proposal, BLC may draft a new agreement for Client to sign to cover those services.

PAYMENT

The prices are listed in the Proposal. Any change to the project may require us to provide you a new quote and Agreement for your approval, if we decide it is necessary.

The Final Deliverables will be delivered once you grant final approval in writing, and the final payment is received. Overages and work outside the scope of Proposal are billed at an hourly rate of $150 an hour, unless otherwise specified. If the Proposal is based on hours, and we expect that we will exceed the permitted number of hours under the agreed total, we will ask you for either verbal or written permission. Any overages will be applied to your final bill.

Client agrees to pay for services based upon the Total Timeline and Cost (“Payment Terms”) as stated in the Proposal. BLC will have no obligation to provide Services until payment has been received. The price quoted to Client is for the work agreed on in the quotation only. Any rate increases during the term of this Agreement will be communicated to Client with thirty (30) days advance notice. Billable time will include meeting with client, research, strategy, design, production, preparation, programming, writing, and project management. BLC charges in minimum fifteen (15) minute increments, which may be labeled as .25 of an hour.

The price above does not include hard costs (such as printing) or subscription cost, unless explicitly stated in the Proposal. If BLC pays any expenses, Client must reimburse BLC for all expenses incurred as a result of the Services, which may include publishing or printing or advertising costs even if no publishing or printing or advertising occurred as a result of Client’s negligence or intentional disregard. Expenses may be verbally approved by the Client.

If any fee or expense is not paid as provided above, interest at the rate of one-and-a-half percent (1.5%) compounding monthly will accrue, until payment of fees and expenses are made. If fees or expenses are not paid promptly, BLC fees and expenses will be recoverable in an action to enforce payment under this Agreement, and other expenses, such as attorneys’ fees and court costs, will be added into that action. If any fees or expenses are not paid promptly, BLC reserves the right to withdraw from further Services of Client and/or suspend any current Services and subscriptions, without being considered in breach of this Agreement.

CLIENT DUTIES AND OBLIGATIONS

Client acknowledges that Client will be responsible for performing the following in a reasonable and timely manner:

(A) coordinating any decision-making with parties other than BLC;

(B) keeping BLC up-to-date on Client needs, and cooperating with BLC, providing reasonable deadlines;

(C) informing BLC of any current or potential public relations issues that could impact marketing;

(D) compensating BLC on time and keeping BLC advised of changes in Client billing or contact information;

(E) approving of any versions or deliverables within five (5) business days, unless five (5) business days is not possible as agreed by the parties, then as soon as practically possible. If Client has approved Final Deliverables but there are errors, such as but not limited to, typographic errors or misspellings, that remain in the finished product, Client shall incur the cost of correcting those errors. The Client’s approval will be deemed a contract between the Client and BLC, and approval for continued work or payment will indicate that the Client accepts these terms and conditions. If no approval is given on Final Deliverables, then BLC will not publish the Final Deliverables, even if a timeline for publishing is agreed to (for example, if you do not approve the final design of a website, BLC will not publish the website even if the parties had agreed on a publishing date), but Client will still be responsible for any expenses incurred by BLC;

(F) If at any time the project is on hold for more than ten (10) days without communication, the project will be placed into a ‘hold’ queue. The project will then be added to the production schedule based on availability and timelines will be revised as necessary. If at any time a project is on hold for more than thirty (30) days, an invoice will be presented for work completed which will be due upon receipt. When it is requested to be restarted, the project will be put into the production schedule based on availability and timelines will be revised as necessary.

(G) Providing notice to BLC of any potential sale of the Client’s business at least sixty (30) days prior to its sale. Our Services are not assignable without prior approval of BLC, and requires accounts to be current with payment in full.

CONFIDENTIALITY AND NON-DISCLOSURE

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 without limitation Preliminary Works (“Confidential Information”). Preliminary Works means all work including, but not limited to: versions or deliverables or work product prior to the Final Deliverables, such as concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by BLC and which may or may not be shown and or delivered to Client for consideration. Each party, its agents and employees, will hold and maintain in strict confidence all Confidential Information, will not disclose Confidential Information to any third party, and will not use any Confidential Information except as may be necessary to perform its obligations under the Proposal except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information will not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality. BLC may issue Client appropriate information, handouts, or copies of records as necessary for the benefit of both parties. Client grants BLC permission to use Final Deliverables as samples of BLC’s work for display or accreditation or marketing.

RELATIONSHIP BETWEEN PARTIES

BLC is an independent contractor, not an employee of Client or any company affiliated with Client. BLC will provide the Services under the general direction of Client, but BLC will determine, in BLC’s sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement or if necessary for BLC to complete the Services (such as subscription services on your website). Services resulting in Final Deliverables or Preliminary Works prepared by BLC will not be deemed work for hire as that term is defined under Copyright Law. Any rights granted to Client under this Agreement are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement. The parties expressly acknowledge that BLC will be entitled to offer and provide design services to others, solicit other clients, and otherwise advertise the services offered by BLC.

It is understood that BLC is not an employment or staffing agency. Client represents and warrants to BLC that it has not made any agreements with any of BLC’s employees or contractors for permanent employment or subcontracting. If Client, and/or any of its affiliates or subsidiaries of Client, hires any BLC’s current employees or contractors (or any employees or contractors who have worked for BLC in the twelve (12) months prior to the most recent date of performance of Services for Client), then Client will pay twenty-five percent (25%) of the employee’s or contractor’s annual salary (or rate of pay projected for the year) with BLC as of the date of hire by Client. Additionally, Client agrees not to solicit any current employees or contractors, or those who have worked for BLC in the twelve (12) months prior to the most recent date of performance of Services for Client, for hire to themselves or to any affiliates or subsidiaries of Client.

OWNERSHIP

(A) Final Deliverables

Prior to accounts being Paid in Full for the Final Deliverables, BLC will be the sole and exclusive owner of the Final Deliverables. Once payment is made in full and all accounts are current, then BLC will transfer the rights, title, and interest of the Final Deliverables to the Client. BLC will not be required to send Preliminary Works or editable files to Client. The Final Deliverables must only be used for Client business, no other business or affiliates, and may not be resold as intellectual property. Accounts are considered “Paid in Full” shall be inclusive of any and all outstanding taxes, costs, expenses, the amounts incurred due to changes in Proposal, and all amounts owed or to be owed under the term of this Agreement up and through the final invoice.

(B) Client Content

Client Content, including all pre-existing trademarks and content provided by the Client, will remain the sole property of Client or its respective suppliers. It will be assumed that this material belongs to the Client or disclosed supplier, and that it does not breach any copyright laws. Client grants BLC a nonexclusive, nontransferable license to use, reproduce, modify, display, and publish the Client Content solely in connection with BLC’s Services and limited promotional uses as authorized in this Agreement.

(C) Third-Party Materials

All Third-Party Materials are the exclusive property of their respective owners, and their terms of service will apply. Any issues or defects with the Third Party Materials are the responsibility of the Client, unless otherwise provided under the Proposal. BLC is not responsible for any delays or suspensions of Client’s website due to the website provider or host. Client will obtain the license(s) necessary to permit Client use of the Third-Party Materials consistent with the usage rights granted in this Agreement. In the event Client fails to properly secure or otherwise arrange for any necessary licenses or instructs the use of Third Party Materials, Client will indemnify, save, and hold harmless BLC from any and all damages, liabilities, costs, losses or expenses, including attorney’s fees, arising out of any claim, demand, or action by a third party arising out of Client failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the Final Deliverables. Third-Party Materials means proprietary third-party materials which are incorporated into the Final Deliverables.

(D) Tools of the Trade

BLC will retain ownership over all Tools of the Trade at all times. BLC grants Client a nonexclusive, nontransferable license to use Tools of the Trade used in the Final Deliverables. Tools of the Trade may be revoked upon termination of this Agreement, but BLC will inform the Client of any Tools of the Trade used in the Final Deliverables. “Tools of the Trade” means all tools developed and/or utilized by BLC in performing the Services, including without limitation pre-existing and newly developed art, photography, type fonts, and application tools, plug ins, advertising platforms, SEO software, together with any other designs, or other inventions whether or not patentable, and general non-copyrightable concepts.

TERMINATION

(A) The “Term” of this Agreement is provided for in the Proposal, and incorporated into this Agreement. Either party may terminate this Agreement in the event of “Default”, which means either: (i) as provided in the Proposal, which is subject to payment requirements in the Payment Terms; or (ii) upon the material breach by the other party, where the non-breaching party will provide the breaching party five (5) business days to cure such defect, including payment by the Client, except any material breaches resulting in substantial edits or a redesign of the Final Deliverables warrants BLC thirty (30) days to cure. The cure period may be equitably extended day-by-day in the events that the Client does not provide feedback or content or approval requested by BLC while curing a Default by BLC, or that BLC provides good faith efforts to cure a Default by BLC prior to the end of the cure period.

(B) If for any reason, Client wishes to terminate this Agreement (and if such reason is for the Default of BLC, then after the cure period), Client may send notice to BLC of its intention to terminate this Agreement after the expiration of a period of sixty (60) days from the date such notice is given, and, upon the expiration of such period, this Agreement shall terminate. Client shall pay the amounts owed during such sixty (60) day period and, if applicable, liquidated damages as provided below. Such termination shall be without prejudice to any right or remedy which BLC may have at law or in equity in connection with this Agreement.

(C) In the event: (i) Client terminates this Agreement prior to the expiration of the Term for any reason other than a court finding BLC liable for fraud, gross negligence, or willful misconduct against the Client, or (ii) BLC terminates this Agreement for Client’s Default, then Client shall pay the following liquidated damages in addition to the BLC’s legal fees: (a) if the Proposal provides a flat fee, then damages shall be the difference between amount paid and the amount owed plus all other expenses incurred that have not been reimbursed; or (b) if the remaining Term under this Agreement provides for monthly payments, Client shall pay its most recent monthly payment owed multiplied by the number of months remaining in the Term. Client acknowledges that the actual damage to BLC in the event of termination is difficult to fix or prove, and the foregoing Liquidated Damages amount in reasonable and commensurate with the anticipated loss to BLC resulting from such termination and is an agreed upon fee and is not imposed as a penalty. BLC shall be entitled to receive any and all compensation which may be due BLC at the time of such termination or expiration. If BLC terminates this Agreement for Client’s Default, BLC shall not be held in Default for terminating this Agreement or non-performance after the date of Default. BLC may terminate all Services, and subscriptions paid for by BLC, if this Agreement terminates for any reason.

(D) Client grants to BLC a right of first refusal to match any offer relating to services similar to those provided by BLC which Client receives (or intends to make) upon termination of this Agreement for any reason and Client shall give BLC prompt written notice of any such offer and a reasonable opportunity to respond to it.

(E) Client will return (or destroy if return is not possible) all Preliminary Works and Tools of the Trade to BLC upon completion of the Services or termination of this Agreement, and all rights in and to any Preliminary Works and Tools of the Trade will remain the exclusive property of BLC. Client is responsible for any and all required transfers of subscriptions or licenses, whether Third Party Materials or otherwise, necessary for the functioning of the Final Deliverables prior to completion of the Services or termination of this Agreement, or such subscriptions and licenses will be canceled by BLC. Client may not directly or indirectly, in any form or manner, decompile, reverse engineer, create derivative works or otherwise disassemble or modify any Preliminary Works or Tools of the Trade of BLC.

WAIVERS AND LIABILITY AND INDEMNIFICATION

Nothing in this Agreement or previous discussions will be construed as a warranty, promise, or guarantee about the outcomes of Client marketing efforts. THE FINAL DELIVERABLES OF BLC ARE SOLD “AS IS.” BLC’s comments about the outcome of Client dilemmas are expressions of opinion only. EACH PARTY ON BEHALF OF ITSELF AND ITS AFFILIATES DISCLAIMS ALL EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY, AND FITNESS FOR ANY PURPOSE. BLC can make no guarantees about the success of any website, search engine, or social media promotional activity because this is controlled by third parties. Further, no cyber security or website protection measurers can work 100% of the time; therefore, any cyber security and website protection measures provided by BLC are not guaranteed.

In all circumstances, the maximum liability of BLC, its owners, employees, agents, and affiliates (“BLC 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, tort or otherwise, will be limited to the gross billables in the Proposal actually paid to BLC in the prior six (6) months. BLC will not 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 BLC, even if BLC has been advised of the possibility of damages, and notwithstanding the failure of essential purpose of any limited remedy. Client will indemnify, save, and hold harmless BLC from any and all damages, liabilities, costs, losses or expenses, including attorney’s fees, arising out of any claim, demand, or action by a third party arising out of actions taken by BLC as directed by Client or for Final Deliverables approved by Client.

GENERAL PROVISIONS

(A) This Agreement is the entire agreement between Client and BLC. This Agreement will not be modified verbally, except for any overages on time by BLC, but all other amendments must be in writing, which email will suffice. BLC invoices may also include, and Client will pay, expenses or costs that Client authorizes by electronic mail. BLC reserves the right to modify or discontinue on-going services, and BLC will not be liable if BLC exercises the right to modify or discontinue on-going services. Unless explicitly stated otherwise elsewhere in this agreement, no person or entity other than the parties themselves have any rights or remedies under this Agreement.

(B) Failure by either party to enforce any right or seek to remedy any breach under this Agreement will not be construed as a waiver of such rights nor will 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. Client may not assign or transfer its rights or obligations under this Agreement without the prior written consent of BLC and any such prohibited assignment or transfer will be null and void. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will nevertheless remain in full force and effect and the invalid or unenforceable provision will be replaced by a valid or enforceable provision.

(C) BLC will not be deemed in breach of this Agreement if BLC is unable to complete the Services or any portion thereof, or cure of a Default by BLC, by reason of fire, natural disaster, labor dispute, act of God or public enemy, death, disability, illness or pandemic, website delays or suspensions due to web hosting issues, media outlets not approving advertisement, restrictions by any local, state, federal, national or international law, governmental order or regulation or any other event beyond our control, where in any such event BLC will give notice to Client of its inability to perform or of delay in completing the Services and will propose revisions to the schedule for completion of the Services.

(D) Client must send any notices or other communications required or permitted under this Agreement to BLC in writing via email at “brandon@blcdesigns.com”. BLC may send any notices to Client at the most recent email address provided to BLC or, if Client has not provided an email address, to any email or postal address that BLC believes is Client’s address.

(E) This Agreement is governed under the laws of the state of Indiana without regard to its conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, and after notice period to cure as provided in this Agreement, BLC and Client agree to have the litigation heard in Lake County, Indiana. Client acknowledges that BLC will have no adequate remedy at law in the event Client use the Final Deliverables, Preliminary Works, Tools of the Trade, or Confidential Information in any way not permitted under this Agreement, and Client agrees that BLC will be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for in this Agreement and by law and equity. Client agrees that regardless of any statute or law to the contrary, any claim or cause of action it brings arising out of or related to its use of BLC’s Services pursuant to this Agreement, such claim must be filed within one (1) year after such claim or cause of action arose or be forever barred. BOTH PARTIES KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ALL MATTERS RELATED TO THIS AGREEMENT.