PROCOVERSTOCK GRAPHIC DESIGN SERVICE AGREEMENT
Effective July 15, 2024
1. OVERVIEW
The following is a legal agreement between you or the employer or other entity on whose behalf you are entering into this agreement (“you” or “Client”) and Procoverstock.com, (referred to hereafter as “Agency”), collectively referred to as the “Parties”, for the purpose of providing graphic design services (the “Services”) as described herein.
Agency acts as an agent of graphic designers, illustrators and artists (referred to hereafter as “Designers”.)
“Graphic Design” means, visual compositions, artworks, illustrations, raster and vector graphics, drawings and the like: a) available for license from the Agency’s website https://procoverstock.com or b) made according to the Client’s custom order.
2. SERVICES
2.1. Customization Work. Scope of work: The Agency agrees to provide to the Client customization work for the purchased by Client products or series of products on Agency’s website, when the Client would like to customize them according to Client’s Order Request, placed through Agency website in the Custom Design section https://procoverstock.com/custom-design. The Order Request should contain: (i) Product ID or Title of the purchased product(s) or a series name, which is subject to customization; (ii) Type of works: resizing and/or modification; (iii) detailed description of the desired modifications; (iv) optionally attached text and image material, if needed.
2.2. Cover Design on Demand. Scope of work: Agency agrees to provide to the Client graphic design services for the creation of new cover design products according to Client’s Order Request, placed through Agency website in the Custom Design section. The Order Request should contain description of the desired product, including: thematic category, style, main and secondary objects, background(s), colours, elements, size, layout, typography, etc., with optionally attached text and image material, if needed.
3. SERVICE PROVISION PROCEDURE AND COST OF SERVICES
3.1. After receiving an Order Request from the Client, the Agency agrees with the Client on the cost of Services and issues an Order invoice for payment. Order invoice determines the timing of the Order execution from the moment of payment. All invoices are issued in USD, VAT is not included.
3.2. Payment Terms. The Client agrees to make payment to the Agency within 3 (three) business days from date of the Order invoice.
3.3. If the Order invoice is not paid within fifteen (15) calendar days of its date, the Agency reserves the right to suspend performing Services for the Client or cancel the Order.
3.4. After receiving payment for the Order, the Agency transfers the Order to the dedicated Designer for execution.
3.5. All materials necessary for the Agency to properly perform the above Services are provided by the Client in electronic form using electronic means of communication. Ready files of design layouts and pre-press preparation are transferred to the Client by electronic means of communication by e-mail or using dedicated web services for transferring large files.
3.6. Changes and revisions. Any changes or revisions to the Order scope, deliverables and schedule must be agreed upon in writing by both Parties. The Client agrees that significant changes or revisions to the design layout submitted for approval may result in additional fees and an adjusted timeline.
3.7. Acceptance. The Client shall have 3 business days from the date of delivery to review and accept the deliverables. Acceptance shall be deemed automatic if the Client does not provide written feedback within this period.
4. RESPONSIBILITIES
4.1. Client’s Responsibilities: The Client shall provide the Agency with the necessary information, materials, and feedback as outlined in the Order timeline.
4.2. Agency’s Responsibilities: The Agency shall provide the Services as described in this Agreement and ensure that deliverables are produced according to industry standards and Client’s specifications.
5. GRAPHIC DESIGN LICENSE
5.1. All graphic design services and deliverables related to section 2.1. of the Agreement (Customization work) comply with the provisions of Agency’s Royalty Free License Agreement.
5.2. All graphic design services and deliverables related to section 2.2. of the Agreement (Cover Design on Demand) comply with the following provisions:
5.2.1. For the case, when the Client provides the Agency with the content owned by the Client or the content licensed to the Client by third-party providers/platforms: all rights and obligations for the use of such content are the sole responsibility of the Client and/or its Licensor. The Agency has no rights to use the Client’s content in any way, except for the creation of graphic designs in accordance with the Client’s Order. The Client may register as a Contributor on the Agency’s website and license or sublicense such graphic design to the Agency, provided this does not conflict with the terms of the Client’s licensors, if any.
5.2.2. For the case, when Agency provides the Client with graphic design without using the content provided by the Client, the Agency’s Designer shall use partially his/her own content and partially the licensed content from the third-party providers/platforms at his/her own expense. In this case the Agency grants the Client a non-exclusive, non-transferable, non-sublicensable right to use the licensed material an unlimited number of times in print and digital media for the professional or personal uses: magazines, books, notebooks, notepads, albums, cards, postcards and labels. The Client is not allowed to sublicense, sell, resell or rent any of such licensed material (graphic designs) to third parties.
6. CONFIDENTIALITY
Both Parties agree to keep any confidential information shared during the course of the Services provision confidential and not disclose it to third parties without prior written consent.
7. TERMINATION
Either Party may terminate this Agreement with written notice if the other Party breaches any material term or condition of this Agreement.
8. LIABILITY AND REFUND
8.1. The Agency’s liability for any claims arising out of this Agreement is limited to the total amount paid by the Client for the Services. If the Client does not accept the order for any serious reason, the Agency will refund the amount received in the following order: (i) for Cover Design on Demand Services using the Customer’s content (refers to article 5.2.1 of the Agreement) – 75% of the amount; (ii) for Cover Design on Demand Services using the content of the Agency’s Designer refers to article 5.2.2 of the Agreement) – 50% of the amount. The refund period: 15 calendar days from the date of written notification of non-acceptance of Services. There are no refunds for Customization Work services.
8.2. All license and sublicense provisions, as well as the rights and obligations of the Parties, cease to apply to unaccepted Orders for which a refund is made.
9. WARRANTIES
9.1. Agency represents and warrants that:
a. Services will be performed in a good and workmanlike manner, in accordance with specifications set forth in the Order Request and in accordance with accepted industry practices;
b. Will not be infringement on any copyright, patent, or other intellectual property interest of any third party.
9.2. The warranties set forth in this Agreement are the only warranties granted by Agency and Agency disclaims all other warranties, express or implied, including, but not limited to, any implied warranties of fitness for a particular purpose.
10. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of Hong Kong.
11. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements, whether written or oral.
12. FORCE MAJEURE
Neither Party shall be liable for any failure or delay in performance of its obligations under this Agreement in the event of any governmental act, fire, explosion, typhoon, flood, earthquake, tide, lightning, war, conflict, or any other events which are unforeseeable by and beyond the control of any party hereto, (“Force Majeure Event”). The Party affected by such an event shall immediately notify the other party and provide evidence of Force Majeure Event. The party affected by the Force Majeure Event shall take all appropriate measures to set off or minimize the effect of the Force Majeure Event, and it shall use the best efforts to continue to perform the obligations the performance of which has been suspended or delayed. After the Force Majeure Event is eliminated, both Parties agree that they shall use their best endeavours to continue to perform this Agreement.
13. EXECUTION
THE CLIENT ACKNOWLEDGES THAT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. THE CLIENT FURTHER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE CLIENT AND THE AGENCY, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR CONTRACT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN THE CLIENT AND THE AGENCY RELATING TO THE SUBJECT OF THIS AGREEMENT.