The Logo Factory Inc. - Web Design Terms & Conditions.

By utilizing THE LOGO FACTORY INC. web site (www.thelogofactory.com), design services and/or submitting a project via e-mail, phone fax or in person, to THE LOGO FACTORY INC. you (“THE CLIENT”) agree to the Terms and Conditions of Use (“TERMS AND CONDITIONS”) as outlined below. Please acquaint yourself with our TERMS AND CONDITIONS before submitting any order for web site, flash animation or multi-media design (“THE PROJECT”). If you do not accept these Terms and Conditions, you may not use THE LOGO FACTORY INC. design services, studio or web site(s). In the context of these TERMS AND CONDITIONS, preliminary designs “PRELIMINARY DESIGN(s)” refers to the first set of design concept(s) presented to THE CLIENT by THE LOGO FACTORY INC. as part of THE PROJECT. In the context of these TERMS AND CONDITIONS, design revisions ("REVISION(S)”) shall refer to changes to PRELIMINARY DESIGNS and/or new artwork, within THE PROJECT’s original client brief, and AFTER presentation of PRELIMINARY DESIGNS. In the context of these TERMS AND CONDITIONS, final designs (“FINALS(S)”) shall refer to the artwork, HTML documents and or media files that the CLIENT has approved as a completed artwork, and the artwork that CLIENT wishes to take delivery of, as well as obtain copyright transfer of (if applicable).

1) The Logo Factory INC. will begin the conceptualizing, design, creation of web based graphics and HTML Web Site Shell Design (THE PROJECT) upon receipt of a retainer fee from THE CLIENT (You) that equals no less than 50% of the full billable amount as outlined in our web design pricing section .

2) THE CLIENT further agrees to provide a further 25% retainer fee after the acceptance, and completion of design PHASE 3 as outlined on The Logo Factory web site and our DMK (Digital Media Kit).

3) Upon completion of THE PROJECT, THE CLIENT agrees to remit the remaining balance of the project fee within 5 business days. Upon receipt of this balance, The Logo Factory INC. agrees to transfer all electronic files relating to THE PROJECT to THE CLIENT via previously agreed to method of transmission. Digital files include web site (shell) components including some, or all of the following - digital files of 'source' artwork, interface designs, functional HTML pages, and photographic images. As an optional service THE CLIENT may also order, and receive files related to Flash animations, Flash source files and/or scripted Flash movies. The Logo Factory INC. will transfer ownership of copyright to the client, in writing, of any created artwork (where appropriate), at that time. The Logo Factory INC. retains the right to utilize ANY artwork, designs, edits, revisions and work product from THE PROJECT in advertising, promotion and other, not-for-pay display. The Logo Factory INC. agrees to add a Trademark, Copyright or other ownership mark as may be requested by THE CLIENT from time to time in this usage.

4) Any public publishing of a working web shell by THE CLIENT, or if THE CLIENT makes said web site available on the 'World Wide Web' (THE INTERNET) through placing of any web shell artwork on a server other than The Logo Factory Inc. preview server, and making this IP address available to Internet traffic, constitutes FULL acceptance of ANY and ALL material related to THE PROJECT. Client agrees to pay ALL remaining balances at that time. Any further edits, or revisions to THE PROJECT will be subject to additional billings and/or charges to THE CLIENT, as outlined in our current pricing lists.

5) Due to the complexities of international copyright and trademark law, The Logo Factory INC. will not be held liable should THE CLIENT be found to be infringing on an already existing copyright, trademark or service mark relating to the project name, description or service. All ARTWORK designs created during creation of THE PROJECT are ORIGINAL WORKS and can be protected by copyright, unless CLIENT supplies said media files for incorporation into THE PROJECT (see 6).

6) THE CLIENT agrees that any digital material, including but not limited to, images, photographs, graphics, text and illustrations supplied by the CLIENT for inclusion, incorporation and/or addition into THE PROJECT (“CLIENT SUPPLIED MATERIALS”) are the property of THE CLIENT, or that THE CLIENT has taken the necessary steps to acquire permission of the legal copyright and/or trademark holder. THE CLIENT agrees to supply THE LOGO FACTORY INC. this permission, in writing, if requested. THE CLIENT also agrees to indemnify THE LOGO FACTORY INC. in the case that CLIENT SUPPLIED MATERIALS are found to be infringing on the copyright, trademark or intellectual property claims of the legal owner of this material. Throughout the duration of THE PROJECT, client warrants that any subsequent artwork supplied by THE CLIENT to The Logo Factory Inc. is the property and/or copyright of THE CLIENT, or THE CLIENT warrants that they have taken adequate steps to acquire permission to use this material in the completion of THE PROJECT from the legal copyright owner. If CLIENT is to supply any outside artwork and/or media, the CLIENT assumes full responsibility and indemnifies THE LOGO FACTORY INC. should this artwork and/or media become the subject of any legal action or ownership dispute. THE LOGO FACTORY INC. reserves the right to refuse to incorporate artwork and/or other media supplied by the CLIENT for use in THE PROJECT, if it is THE LOGO FACTORY INC.’s belief that use of such material is contrary to copyright law and the CLIENT will not submit proof of ownership and/or permission or a specific waiver and indemnity for use of said material. If CLIENT supplies THE LOGO FACTORY INC. artwork, illustrations, photography, designs, composites, sketches, drawings, without copyright notice, or signed permission for use of said copyright, and if such copyright notice cannot be verified, THE LOGO FACTORY INC. reserves the right to waive copyright ownership claim, and subsequent transfer of same to CLIENT as part of THE PROJECT.

7) Once THE PROJECT has been initiated and site plans and/or preliminary designs created the CLIENT remains responsible for payment of any/all time charges and/or tasks that occur during the preparation for, production of THE PROJECT. In the unlikely event that THE LOGO FACTORY INC. cannot create a web site/shell multi-media design (THE PROJECT) that THE CLIENT will approve of, THE CLIENT may cancel THE PROJECT in writing at any time. In the case of a client-directed cancellation, THE PROJECT then becomes subject to a 'KILL-FEE', an amount not less than 50% of the total amount of THE PROJECT's total quoted billable amount OR the number of billable hours and/or task time spent in the preparation for/production of THE PROJECT multiplied by our current standard studio hourly rate – whichever is greater. In the event of a ANY job cancellation by THE CLIENT, The Logo Factory will submit, to the client, a full accounting of all time spent by TLF staff in the preparation of/production of THE PROJECT – including (but not limited to) phone consultation, research, photograph comps, e-mail correspondence, preliminary rough designs, editing of client supplied material and/or asset management billed at our current standard studio rate. The Logo Factory INC. will apply any project retainer fees paid by client against this KILL FEE and invoice the client any remaining fees or refund client any unused portion of fees, paid to date towards THE PROJECT. If THE CLIENT cancels THE PROJECT, in writing, before any preliminary designs are completed and/or presented, the CLIENT remains responsible for payment of any/all time charges and/or tasks that occur during the preparation for THE PROJECT - including (but not limited to) phone consultation, research, photograph comps, preliminary rough designs, editing of client supplied material, asset management billed at our current standard studio rate.

Also, if THE PROJECT retainer payment was submitted via any credit card service, THE PROJECT is also subject to a $45 administration and service fee should the project be cancelled, for any reason, by the client, prior to approval and/or completion. In the event of a job cancellation, any artwork created during THE PROJECT remains the exclusive intellectual property and copyright – where applicable - of The Logo Factory INC. unless released in writing by The Logo Factory INC. and the remaining balance of THE PROJECT's billable amount is remitted. Any refund or billing dispute must be submitted to our Customer Service Department.

8) In the course of THE PROJECT, The Logo Factory INC. will remain in contact with the client regarding edits, revisions and scheduling. If THE CLIENT fails to provide necessary feedback to The Logo Factory INC. regarding any edits and/or revisions within 28 days, THE PROJECT may be subject to removal from our servers and placement in our STALE DATED database. Any STALE DATED web design, Flash animation or multimedia project is subject to a $75 ($Canadian) reactivation and unarchiving fee. This fee is at the sole discretion of The Logo Factory INC.

9) All artwork, designs, edits, revisions and work product created in THE PROJECT (other than the FINAL design accepted by THE CLIENT as being the subject of this agreement) remain the exclusive copyright and intellectual property of The Logo Factory INC. Any use of this work project by THE CLIENT and/or their assigns is strictly prohibited without written, prior permission by The Logo Factory INC.

10) The Logo Factory is NOT liable for any damages or expenses incurred by the client in the use of artwork created in THE PROJECT by third parties, unless said third party is contracted by The Logo Factory as a 'work-for-hire' vendor, or in direct professional consultation with The Logo Factory INC. Such consultation is subject to fees as agreed to by THE CLIENT and The Logo Factory INC. By contracting The Logo Factory INC. to create THE PROJECT as outlined in these terms and conditions THE CLIENT agrees to abide by the terms and conditions contained therein. For further information on any of our terms and conditions, please contact us at info@The Logo Factory.com. See here for general terms and conditions.

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