A Division of Endless Enterprises, Inc.
Terms / Conditions
Without prior notice, Endless Graphics may modify these Terms and Conditions, amplify them, and/or modify the fees charged, as well as discontinue or change the services offered. If you do not agree to these terms and conditions, please do not take delivery of Endless Graphics services.
By signing the Project Outline Client agrees to this Agreement between Endless Graphics, a division of Endless Enterprises, Inc. (hereafter EG), and Client, and all Terms and Conditions herein.
The "Project" herein shall mean any project and/or service done for the Client, including graphic design, promotional pieces, entire promo marketing campaign, video(s), website(s), etc.
EG will design and construct the Project for Client according to Project Outline and other influences as submitted to EG. This Project includes only the items stated in the Project description and no other deliverables in conjunction. All deposits/payments are non-refundable.
Once Project Outline is signed, and initial deposit (or monthly Pre-Authorization and 1st monthly payment) is received from Client, EG will begin work, including all necessary preps, setups, writing, production, design, and construction tasks. EG will assist Client as needed thru and to completion of the Requirements contained in the Project Outline.
General procedures vary only slightly for each type of Project.
Videos for example can vary a lot, but in general Client shall provide EG any available Content Materials (any and all text, images and materials to be included in the Project) or write/produce/create those we are assigned. EG shall write the Script and Shot List. EG shall video shoot the subject, or create graphic slides, etc., then perform video editing, and prep for demo and then final video delivery.
Graphic design Projects, print layout Projects, websites, and other Projects for another example, the Client shall provide EG with Content Materials that we are not assigned to write or create ourselves. EG shall receive the Project Content Materials, then Plan out the Project, then Construct the Project according to that Plan, and prep for demo and final Project delivery.
Once the Project is completed and live, or at a "demo" stage where Client can view the work in progress, EG will make this demo available to Client, and Client will have a chance to review and suggest any final corrections desired. With corrections made, final artwork is delivered digitally to Client.
If applicable (as in the case of a website for example), after construction of the Project, EG will issue Client written Activation/Instructions email containing passwords and access information, and how to use the website programming facilities. EG will then contact Client to give a short Instruction Walk-thru to ensure Client is able to use programming facilities ok.
These are our established procedures, varying slightly from project to project. Changes in or additions to these procedures are chargeable. If a Project is not yet in a stage ready for demonstration, then the Client must wait until further preparations are made ready. Monthly charges continue automatically regardless.
Approval and Authorization / Client Rep
The Client shall designate himself or one and only one Client Representative to direct, administer, supervise and approve EG in the development of the Client's Project. EG shall not consult with any other except that one designated Client Representative. The approval of Client’s designated Representative, shall constitute Client’s final approval of any and all directives given to EG and the use of Project Content Materials.
Services / Items included in the Project
The Project shall include only the items stated in the Project Outline description of the Project purchased, and no other deliverables in conjunction.
Services / Items NOT included in this Project
Unless expressly included in writing in the Project Outline description, the Project shall not include anything not listed and signed as included in the Project. Additions and/or changes in Project Outline, influences, requirements, and/or Content Materials after Project is started are subject to additional charges. Typical additional (and chargeable) items and services include the following.
- Content writing.
- HTML Code instruction or HTML authoring instruction.
- Search Engine Optimization (beyond standard level), Search Engine listing or Web marketing. (SE Listings not guaranteed)
- Ongoing website security updates/upgrades to latest software releases or patches.
- Disinfection of compromised websites; rescue or repair of malware, virus, ransomware, etc.
- Project backups or backup files.
- Restoration of backup copies.
- Domain name registration or Transfers.
Project Cost and Additional Cost Procedure
The cost of the Project (including initial Deposit and ongoing monthly payments) is as stated in the Project Outline description. Should the Project itself require to more time and cost than the quoted price (because of added Content, procedure changes, necessary changes to pages, etc., or unforeseen difficulties), EG will notify Client before progressing forward such that Client can decide whether or not to pay the additional cost.
Compensation is either pre-paid, or deposit/monthly payment terms.
- Pre-paid Clients may pay for the entirety of their Project in one payment, or 2, as agreed according to Project Outline. Upon the first payment, work shall commence. Then any remaining final payment is due before deployment or delivery of final artwork. All deposits/payments are non-refundable.
- Deposit / Monthly Payments Clients may pay for their Project in ongoing monthly payments as agreed according to Project Outline. Upon the first payment, work shall commence. All deposits/payments are non-refundable.
Records, Billing Invoices and Statements
EG shall keep record of all Project assignments done for Client. EG shall be honest and true in invoicing for only chargeable tasks and hours worked against approved work assignments completed or in progress. EG shall provide a statement of account at the Client's request. EG shall not send monthly bills, invoices or reminders to Client for ongoing payments. EG shall provide a receipt for payments either directly from EG, or by means of automated systems such as PayPal, etc.
Past Due Payments - Account Suspensions and Closures by EG
Failure to compensate according to Project Outline payment arrangement constitutes a breach of this Agreement and Terms and Conditions, and EG shall have the right to discontinue Client’s License of Use, and disable the Client’s account and online facilities for payments past due.
Overdue payments and balances are subject to collections, and a finance charge of 18% annual percentage rate.
In the case of account suspensions or closures, EG shall not be held responsible for lost Client Project data, financial data/records (Orders, etc.), or Client Project backups.
Warranty of Payments
Client shall pay EG per this agreement and the Project price at the time of purchase, and EG compensation from Client is not subject to anything except completed Project assignments as listed herein.
Non-Refundable Deposit and Non-Refundable Monthly Payments
Client shall pay EG a deposit or setup fee(s) and monthly payments in the exact amount as stated in the Project description for the Project purchased. Any deposit or setup fees or monthly payments paid to EG are non-refundable regardless of work completed or abandoned, regardless of termination of this Agreement for any reason, and regardless whether EG has earned hourly or other fees, or whether EG has incurred any costs as of the time of termination of this Agreement.
With Project Outline signed, and any necessary Content Materials in hand provided by Client, the project is expected to take the approximate time as stated in the Project Outline. EG shall make every reasonable effort to meet the stated deadlines or due dates of the Project. Should Client delay EG in any way, EG shall not be held to any deadlines or due dates of that project(s).
Assignment and Subcontractors
EG may at any time assign its obligations under this Agreement with or without Client's prior, written consent. Client shall give directions, instructions, and work orders directly and only to EG, and may not bypass EG to direct, instruct, or give work orders directly to any Subcontractor.
Project “Content"; Definition
For this Agreement, the term Project "Content" shall include, but not be limited to, all items given to EG by Client (protected by copyright or not), including text (or copy/wording) or text files, graphics or graphic files including logos or other designs, photos, Stock photography, video or movies (in any format), audio (in any format), data contained in database(s) of any format, documents or spreadsheets of any kind, intended for inclusion with and constituting Client's Project.
Project “Content” and Use of Protected “Content”
Unless otherwise agreed upon herein, Client shall supply Project Content directly to EG, or post to his/her website by way of Control Panel Manager programming. EG shall not incorporate any Content into the Project(s) that is not either given to EG directly by Client, or is approved by Client to be included as Content for Client's Project(s). EG does not guarantee, and is not liable for the truthfulness, accuracy, effectiveness, offensiveness, or any resulting effects of the release or publication of any of the Project Content. Client represents and warrants that any and all Content is released or published at Client's own discretion and at Client's own risk, and is done so with any and all necessary issue-authority, and does not violate any applicable copyright. Client shall indemnify and hold harmless EG for all claims in the event any Content is incorporated into the Client’s Project(s) that is already protected by intellectual property rights of any kind.
Legal Matters Concerning Client and Relevant Content Material Published
Client assumes full responsibility and full liability for any and all legal matters concerning Client copyright and issue authority of any Content Materials being written and published by Client and its affiliates. Client shall warranty and indemnify EG against any legal actions taken by any parties against it. Further, Client agrees to post and publish only materials relevant to purpose and business of Client, and shall never post or publish materials relating to such topics including Psychology, Psychiatry, Psychotherapy, Hypnotism, Meditation, Religion, Politics, Sex, Pornography, Sexual Orientations, or other potentially offensive materials. EG reserves the right to refuse service to anyone.
Malicious Content / Security of Website Software/Programming and Access Passwords
Client shall make every reasonable effort to keep access usernames/passwords confidential and secure from theft or misuse, and shall share with only persons qualified to use facilities given Client by EG. Further, Client shall never post malicious Content Materials, attempt unauthorized level of access to online server or programming facilities, and (as in the case of EG online facilities compromised by way of inadequate AntiVirus protection on the part of Client on Client’s home/office computer, etc.) Client shall make every reasonable effort to protect EG online programming facilities from Virus attacks, Hacker access, Spyware access, or other malicious entries and/or infiltration by those obtaining Client’s access password information. Client is responsible for managing/ensuring general website/online facility security, software/programming website security updates/upgrades to latest software releases or patches, and the disinfection of compromised websites; rescue or repair of malware, virus, ransomware, etc., and restoration of backup copy of website. EG shall not be held responsible of the security nor disinfection of the Client's website.
EG “Innovations”; Definition
For this Agreement, the term "Innovations" is defined as EG creations, facilities and resources, and shall include, but not be limited to, all text (or copy/wording) or text files, art and artwork in any format, designs, design ideas/concepts, sketches or drawings, graphics or graphic files including logos or other designs, photos, photo composites (including collages or montages), Stock photography, video or movies (in any format), audio (in any format), database(s) and data contained in database(s) of any format, software and programs in any format, programming, code, algorithms, scripts, applets, documents or spreadsheets of any kind, or automated/self-created materials (created by programming), processes, techniques, creation ideas/concepts, inventions, works of authorship, information fixed in any tangible medium of expression (whether or not protectable under copyright laws), trade-secrets, know-how, discoveries, and any other proprietary information.
Ownership / License of Use / Intellectual Property Rights vs. "Works for Hire"
The creation of certain items, including and not limited to final video, logo artwork, business card final artwork, postcard final artwork, flyer final artwork, advertisement final artwork, or other final artwork for printing, campaign design, illustrations created specifically for Client, constitutes a "Work made for Hire”, as defined in Title 17 §101, United States Code (the Copyright Act), and upon completion and full compensation per this agreement, is then and only then the property of the Client.
Other creations/deliverables, including but not limited to design templates, programming and online facilities and resources (licensed to EG or not), software and programs, programming code, algorithms, scripts, applets, and other EG Innovations are delivered to Client in the form of a single-user license, paid for by monthly payment plan or other arrangement, is the exclusive property of EG and is not the property of the Client, but used by Client with the permission of EG.
Joomla, its Plugins/Extensions and other such software resources utilized in the Client's Project are "OpenSource," and governed by and used under GNU General Public License (GNU General Public License (GNU GPL or simply GPL) is a series of widely-used free software licenses that guarantee end users the freedom to run, study, share, and modify the software. See Wikipedia for more information.)
All EG Innovations, and (until full compensation to EG per this agreement) all creations created specifically for Client, are considered the “Intellectual Property” of EG and owned exclusively by EG. Client agrees not to copy EG Innovations in any form, alter them in any way, nor display them in any way without the express written permission of EG.
EG shall recommend best hosting facilities for given Project website, and such hosting shall be owned and controlled by Client in direct relationship with that hosting provider chosen and subscribed to. Client's website can be moved to other hosting at the discretion of the Client (if technically possible), however EG shall not be obligated to assist in such migration, nor be held responsible for any technical difficulties incompatibility or other consequences from such migration.
- Client owns his/her Domain name(s).
- Client owns (and controls) his/her hosting account.
- Client owns his/her Content provided to EG.
- Client does NOT own (but does have limited controls over) his/her Social Network account(s) (ie. YouTube, Facebook, etc.).
- Joomla, Gantry Framework, other Joomla Extensions, and other such software resources are OpenSource, and used under GNU License.
- When fully paid for, Client shall own EG unique Works for Hire for Client (ie. graphics, designs, final artwork, video, etc.).
Ownership claim therefore to the finished assembled work of "video," “website” and/or “webpages,” etc., must be separated and cannot be claimed in its entirety by any one party under this agreement.
With compensation per terms of this contract, the client is assigned rights to use and display as final Project, final website, etc., the Content, Template(s), designs and graphics, online Programming software and facilities, etc., contained in the finished assembled Project. Exclusive Rights to reusable Template(s), designs and graphics, OpenSource Programming facilities, source code, work-up files, and other computer programs are specifically NOT transferred to the client, and remain the property of EG or their respective owners.
Single Use Policy
Unless expressly agreed upon in writing, Client agrees that EG grants license for only one single use of any and all final artwork pieces and/or graphics and designs delivered to Client (ie. a single postcard), and Client shall not re-use or copy any of the artwork for any repeat purpose, nor any purpose other than its one-time creation and use. Certain elements such as company logo for example, shall not be so limited.
Use of Hidden Text
For the purpose of this agreement, "Hidden Text" is defined as passages of invisible text designed to aggressively influence major Search Engines. Generally frowned upon as a technical practice. Hidden Text does NOT include normal routine "html" and other programming code required to display the web page, perform the functions built therein, and reasonably identify the page to major Search Engines. EG shall NOT include any Hidden Text in Client's Project(s) beyond that which is necessary to the website/Project's functional completion.
Demos and Access and Permissions Levels to Website or Project During Construction and After Delivery
During development, EG may make all or part of the Project available for Client's review as needed, if possible. Such display will be at a server or location of EG's choice. Client shall not copy, and shall make no edits, modifications, additions or changes of any kind without the prior knowledge and consent of EG until after final Delivery and compensation in full of the Project.
In the case of a website, once completed and only after its completion, Client shall be given and retain top-level, Super-user, top-Administrator login access to said Programming, and is not kept from Client. Client understands and agrees the purpose for this policy is for the protection of both Client and EG from anything unsuspecting Clients may inadvertently cause, including Client being less than computer savvy that could inadvertently open the programming security features and unknowingly compromise the programming to hackers, spammers, or other malicious abuse. Client understands and agrees that EG has an obligation to protect even Client's hosting servers and facilities on which other clients are also co-hosting.
Rejection of Demo Designs or Correction Revision Submissions
Once a major design and/or almost final version is completed for the Client demonstration, EG will offer up to 3 design minor revisions (such as color change, etc.) as necessary, based on the Client’s stated requests. Further revisions are subject to additional charges per EG rates/fees. Rejection of submitted designs or revisions, requests for one or numerous additional designs or changes, and changes to already approved designs or Content materials, are subject to additional charges per EG rates/fees.
Refused Designs or Whole Project, and Client Refunds
The Client's signature on the Project Outline binds the Client to these Terms and Conditions, and presumes the Client has sufficient confidence in our ability and experience to produce a good quality satisfactory Project. And we intend to fulfill that Good faith placed in us.
Although we strive for, and will go the extra mile towards the delivery of top quality works and complete Client satisfaction, and yes, we stand firm on our non-refund policy, still, there are situations that should be treated differently in the interest of good business and fairness.
To this end, if a Client is dissatisfied without possible change of his/her resolve, and demands a refund (full or partial), and if EG does consent to refund part or all of the Client's payments made to EG, then Client shall NOT use, nor allow to be used by others, those works that are done for his/her Project not compensated for.
Seems only fair.
30 Days Aborted/Abandoned Project or Phase
Client acknowledges and agrees to supply EG with Project Outline, other necessary influences, cooperation, and project Content materials in timely manner so as not to impede or inhibit the progress of EG towards the Project completion. Should any of the Project or its tasks be impeded, obstructed, aborted or abandoned by Client before its completion and for a period of not less than 30 days, then that Project including its tasks is deemed closed, and Client shall compensate EG in full the grand total due for that Project per Project Outline price at the time of purchase. Ongoing monthly payment plan Projects are subject to stated monthly fees regardless of delays by Client. Project is terminated only by terms stated herein.
Right to Display EG Logo or EG Design Credit / Right to Demo in EG Portfolio or Case Study
Client shall allow the placement(s) of an EG logo or other design/production credit on the Client's Project, and a link back to a page within the EG website. The logo/Credit shall be placed in an unobtrusive manner and/or as credits at the tail end of the video Project for example. Such placements shall remain and shall not be removed except by permission by EG. Client agrees to allow EG to demo in EG portfolio, case study, or other EG presentation, any and all works created and Project designs done for Client, after the completion and public release of Project by Client.
Delivery of Website/Project and Taxes
Upon completion, EG shall deliver the Project in the form of a final upload to Client's domain or upload to Client's social or YouTube account, or upload to other mutually agreed upon Server, or digital artwork sent to a printer, etc., as applicable. Tangible items such as disks or printed materials are subject to Sales Tax charges as required by law.
Remunerative Performance, Acceptability and Varying Appearance of Project
Promotion and marketing of Client's Project(s) and therefore its remunerative performance, is the responsibility of the Client. EG does not guarantee how often a client's Project(s) will be visited (hits), the acceptability by Client’s audiences, any increase of leads, sales, income revenue or business in general, nor the amount of Internet commerce that will occur through the Client's website or Project.
Client represents also that Client has a working understanding of computer platforms, connection speeds, Traceroutes or potential bottlenecks, and Internet Browsing in general, and that with different platforms, connection speeds and different makers and versions of Internet Browser software, the general appearance and technical performance of pages and programming can vary widely.
EG does not guarantee, and is not responsible for variances of appearance or technical performance of the website/Project(s), including but not limited to download speeds, programming performance, Server performance, and Browser compatibility. It is the responsibility of the Client and/or the Client's audience to connect to, and to view/access the Client's website/Project(s) with an appropriate and/or updated Internet Browser, App, and/or any other required software (ie. plug-in, etc.).
Retention of Backup Copy(s)
It is the responsibility of the Client to make and maintain a backup copy(ies) of their Project(s) artwork once delivered. Although we keep good backups and backups of backups, once delivered to Client, EG shall maintain a backup copy of Client's Project(s) only at EG's discretion. Projects may require complete reconstruction from raw materials.
Final artwork and final website pages are typically created out of raw or “Developmental Files,” accessed and opened by specialize and/or proprietary software. All computer "Developmental Files” created by EG in the process of completing Client’s final Project(s) are the sole property of EG. Payment by the Client to EG is exclusively for finished and final artwork created for its intended use, final pages, final graphics, and final computer-generated prints. Copies of "Developmental Files” may be purchased by the Client at the discretion of EG.
Upon commencement and until the completion of the Project(s), Client shall employ no other vendor to supply that product or service except with the written permission of EG.
Non-Disclosure and Confidentiality
Both Client and EG agree to hold all Confidential Information in strict confidence. Confidential Information shall be used only for purposes of the Project(s) completion under this Agreement. Neither party shall disclose Confidential Information to any third party without the prior written consent of the other party. "Confidential Information" shall include, but is not limited to, EG Innovations, designs, concepts, business plans and systems, marketing plans and systems, project research, advertising material, customer lists, business records, projections, product information, project compensation information, financial information and financial calculations and statistics, and any other information either EG or Client designates as confidential.
Merger of All Prior Negotiations and Amendments
This Agreement and its associated Project Outline, constitutes and contains the entire agreement and understanding concerning the subject matter between the Client and EG, and supersedes and replaces all prior negotiations, proposed amendments or agreements, whether written or oral.
Warranty to Indemnify
Client warrants and represents that it will indemnify EG and EG's attorneys for any and all liabilities incurred, including attorneys' fees, should any representation or warranty Client makes in this Agreement prove to be false, or should Client at any time repudiate this Agreement, or any of its terms.
This agreement can be terminated by either EG or Client for the following reasons:
- Failure to perform,
- Failure to compensate per this agreement,
- Failure to report,
- or Illegal activity.
The terminating party shall give notice by telephone or by email, and also written notice by United States mail, postage paid, to the other party's given address. This Agreement shall be deemed terminated on the date either party deposits written notice, postage prepaid, into the United States mail.
If any one or more of the provisions contained in this agreement shall for any reason be held invalid, illegal, or unenforceable for any reason, such provision shall be deemed to be severed and deleted. Neither such provision, nor its severance and deletion, shall affect the validity of the remaining provisions, and no other provision shall be construed as invalid, illegal, or unenforceable.
Effective Date of This Agreement
This Agreement shall be effective from the time of the signing of the Project Outline.
BY EXECUTING THIS AGREEMENT, CLIENT ACKNOWLEDGES HAVING READ THE FOREGOING AGREEMENT TERMS AND CONDITIONS, OR HAD IT READ TO THEM BY COUNSEL, AND CLIENT FULLY UNDERSTANDS THE TERMS AND PROVISIONS OF THIS AGREEMENT AND AGREES, AND EXECUTES IT OF HIS/HER OWN FREE ACT.
—A division of Endless Enterprises, Inc.