Revision Date: October 26th, 2023
These Terms and Conditions (the “Terms”) are made and entered into by and between Compass Creative Solutions *the “Company”) and the customer, client and their representatives (the “Client”).
The Company may revise these Terms at any time by updating this page. Such changes will be effective immediately upon posting. It is the Client’s responsibility to periodically visit this page to review the most current version of the Terms.
- The agreement is the acceptance of any proposal, bid or invoice. In contrast, these Terms are incorporated as part of the Agreement of said document, Contract, Terms and Conditions and any other attached documents.
- Project is the scope and purpose of the Client’s identified usage of the work product as described in any proposal, bid or invoice.
- Services are all services and the work product to be provided to the Client by the Company as described and otherwise further defined in any proposal, bid or invoice.
- Deliverables are the services and work product specified in any proposal, bid, or invoice to be delivered by the Company to the Client.
- Final Deliverables are the final versions of Deliverables (as referenced on any proposal, bid or invoice) provided by the Company and accepted by the Client.
- Client Content is all materials, writing, copy, images or other creative content provided by the Client in preparing or creating the Deliverables.
- Third-party materials are proprietary third-party materials that are incorporated into the Final Deliverables, including, without limitation, stock photography or illustration.
- Designer Tools are all design tools developed and/or used by the Company in performing the Services, including pre-existing and newly developed software, including source code, web authoring tools, type fonts, and application tools, together with any other software or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements.
The company shall perform the services referenced in any proposal, bid or invoice according to the Timeline referenced in any proposal, bid or invoice.
The terms of this Agreement expire thirty (30) days after being submitted to the Client. If this Agreement expires, the Company may modify and resubmit it to the Client.
- Fees: The client agrees to pay the Company the fees listed in any proposal, bid or invoice, including all taxes.
- Additional Costs: Pricing in any proposal, bid, or invoice includes only Company fees and specifications in the selected package. Any other costs, such as hosting, art licensing or photography, will be billed to the Client separately.
- Hosting Final Deliverables: The company will host the Final Deliverables on the Company’s web server and/or a third-party server while the Project is under construction. If the Final Deliverables are not completed by the completion date listed in any proposal, bid or invoice, the Company does not cause the delay. In that case, the Client agrees to pay the Company fifty dollars ($50) monthly for hosting until the Final Deliverables are moved to the Client’s server.
- Payment Schedule: Payment is due when the Company completes each phase as listed in the Timeline, and the Client accepts the Deliverables for that milestone as specified in any proposal, bid or invoice.
- Invoices: All invoices are payable when the invoice is received. Invoices shall list any expenses and additional costs as separate items.
- Late Fee: A monthly service fee of 1.5 percent, or the maximum allowed by law, is payable on all overdue balances.
- Crediting Late Payments: Payments will be credited to late payments first, then to unpaid balances.
- Collection Expenses: The client shall pay all collection or legal fees caused by late payments.
- Withholding Delivery: The Company may withhold delivery and transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full.
- Withholding License: All license grants to use or transfer ownership of any intellectual property rights under this Agreement are conditioned on full payment, including all outstanding Additional Costs, Fees, or other charges.
Changes to the Project
- Change Request: If Client wants to change the Scope of Work after acceptance of this Agreement, Client shall send Company a written Change Order describing the requested changes in detail. Within seven (7) days of receiving a Change Order, the Company will respond with a statement proposing the Company’s availability, additional fees, changes to delivery dates, and any modification to the Terms and Conditions. The company will evaluate each Change Order at its standard rate and charges.
- Significant Change: If Client requests are at or near fifty percent (50%) of the time required to produce Deliverables or the value of the Project, Company shall be entitled to submit a new and separate Proposal to Client for written approval. The company shall not begin work on the revised services until he receives a fully signed revised proposal and any additional fees.
- Minor Change: If Client requests are not Major Changes, Client will be billed on a time and materials basis at the Company’s hourly rate of fifty dollars ($50) an hour. Such charges shall be in addition to all other amounts payable under this Agreement, despite any maximum budget, contract price or final price identified. The company may extend or modify any delivery schedule or deadlines in the Agreement as may be required by such changes.
- Acceptance/Rejection: The client will have fifteen (15) days to respond in writing, accepting or rejecting the new proposal. If the Client rejects the proposal, the Company will not be obligated to perform services beyond those in the original Agreement.
- Client and Company Delays: The Company shall use all reasonable efforts to meet the Timeline. Company may extend the due date for any Deliverable by giving written notice to Client. The total of all extensions shall not exceed seven (7) days.
- Client Delays: The client shall use all reasonable efforts to provide needed information, materials and approvals. Any delay by the Client will result in a day-for-day extension of the due date for all Deliverables.
- General Delays: Any delay caused by conditions beyond the reasonable control of the parties shall not be considered a breach and will result in a day-for-day extension of any performance due. Each party shall use reasonable efforts to notify the other party, in writing, of a delay. Conditions beyond the reasonable control of the parties include, but are not limited to, natural disasters, acts of government after the date of the agreement, power failure, fire, flood, acts of God, labor disputes, riots, acts of war, terrorism and epidemics.
Evaluation and Acceptance
- Testing: The company will test and correct Deliverables using commercially reasonable efforts before providing Deliverables to the Client.
- Approval Periods: The client shall, within three (3) business days after receiving each Deliverable, notify the Company in writing of any failure to comply with the specification of the Project or any other objections, corrections or changes required. The company shall, within three (3) business days of receiving Client notification, correct and submit a revised Deliverable to the Client. Client shall, within three (3) business days of receiving a revised Deliverable, either approve the corrected version or make further changes. If, after three (3) corrections by the Company, the Client finds the Deliverables are unacceptable, the Client may terminate this Agreement subject to the termination clauses of this Agreement. If the Client fails to provide approval or comments during any approval period, those Deliverables will be considered approved and accepted. All objections, corrections and changes shall be subject to the terms and conditions of this Agreement.
Client acknowledges that it is responsible for performing the following in a reasonable and timely manner: (a) Provide Client Content in a form suitable for use in the Deliverables without further preparation by Company, unless otherwise specified in the Project; (b) Proofread all Deliverables. The client will be charged for correcting errors after accepting any deliverables; (c) Make decisions regarding other parties.
Accreditation and Promotion
- Accreditation: The company shall be entitled to place accreditation, as a hyperlink or otherwise, in the form, size and location as incorporated by the Company in the Deliverables on each page of the Final Deliverables.
- Promotion: The company retains the right to reproduce, publish and display the Deliverables in the Company’s portfolios and websites, in galleries, design periodicals and other media or exhibits for recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.
Client’s “Confidential Information” includes information that the Company should reasonably believe to be confidential. The company’s “Confidential Information” includes the source code of any Company Tools. All material considered confidential by either party shall be designated as confidential. Confidential Information shall not be disclosed to third parties and shall only be used as needed to perform this Agreement. Confidential Information shall not include any information that is already known by the recipient, becomes publicly known through no fault of the recipient, or is received from a third party without a restriction on disclosure.
Relationship of the Parties
- Independent Contractor: The company is an independent contractor. Company shall determine, in its sole discretion, the manner and means by which the Services are accomplished. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as an agent or bind the other party except as expressly stated in this Agreement. Company and the work product or Deliverables prepared by Company shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.
- Design Agents: The company shall be allowed to use third parties as independent contractors in connection with the Services (“Design Agents”). Company shall remain fully responsible for Design Agents’ compliance with this Agreement.
- No Exclusivity: This Agreement does not create an exclusive relationship between the parties. The Client is free to engage others to perform services of the same or similar nature to those provided by the Company. The Company shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by the Company.
The Client agrees not to upload, post, email or otherwise send or transmit any material that:
- Contains viruses, worms, Trojan horses, defects, date bombs, time bombs or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software hardware or telecommunications equipment.
- Is abusive, illegal, libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights or otherwise objectionable or may give rise to liability or violate any law.
- Violates a copyright, trademark or other intellectual property or other right of any person.
- Requests personally identifiable information.
- Contains any advertisement, solicitations, chain letters, pyramid schemes, investment opportunities or other unsolicited commercial communication.
If the Client chooses to upload and/or otherwise submit any material to the Company by any means, including without limitation, video photographs, images, text, graphics, sounds, data, or files, by uploading and/or otherwise submitting such video or photographs you represent and warrant that: (1) the Client owns or otherwise possess all necessary rights with respect to the Clients Submissions; (2) The Clients Submissions do not and will not infringe, misappropriate, use or disclose without authorization, or otherwise violate any intellectual property or proprietary rights of any third party; and (3) the Client hereby consents to the use of their likeness, and you acknowledge they have obtained the written consent, release, and/or permission of every identifiable individual who appears in a Submission to use such individual’s likeness, or if any such identifiable individual is under the age of eighteen (18), you have obtained such written consent, release and/or permission from such individual’s parent or guardian (and you agree to provide to us with a copy of any such consents, releases and/or permission upon our request).
The Company may request that the Client submit evidence of your ownership of or right to use your Submissions. If, upon such request, the Company does not receive information we deem sufficient to evidence such rights, we reserve the right to (i) suspend the shipping of an order or service relating to such content and/or (ii) share the content and information regarding the member with governmental organizations, law enforcement authorities or other third parties.
Obligations & Responsibilities
The Client acknowledges that, by providing the Company with the ability to view and distribute user-generated content, we are acting only as a passive conduit for such distribution, and we are not undertaking any obligation or liability relating to any such content. The Company does not and cannot review all communications and materials, and the Company is not responsible for the content of such communications and materials. All such content is offered AS IS, and the Clients view and use it at their own risk. The Client acknowledges and agrees that we may (but are not obligated to) do any of the following at our discretion: (1) monitor and/or filter any Submissions; (2) remove or refuse to send, transmit, or otherwise use any Submission (including without limitation, by suspending the processing and shipping of any order related to any Submission); and/or (3) disclose any Submission, and the circumstances surrounding the transmission or use thereof to any third party.
Our Use of Information Submitted
The Client agrees that we, the Company, are free to use any comments, information, reviews, feedback, postings, materials, photographs, artwork, ideas, or any other content contained in any communication you may send to us without notice, compensation or acknowledgment to you, for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products and services and creating, modifying or improving our products or services.
We will own any ideas and/or suggestions the Client submits, and the Company and you, at this moment, irrevocably assign any intellectual property rights in such ideas and suggestions to us.
Order Acceptance & Payment
We, the Company, reserve the right at any time after receipt of your, the Client’s order, to either accept or decline your order for any reason. We reserve the right, at any time after receiving the order, to supply less than the quantity you ordered of any item. Some circumstances under which we may cancel the order may include but are not limited to:
- Defects or damages found at the time of shipping.
- Errors in the product description, quantity and pricing provided (if applicable).
- Due to any typographical error, (4) if an item is out of stock or no longer available, (5) we become aware of a product safety concern, or (6) if a product is in violation of copyright or infringement laws or any other legal issue.
By placing an order, you accept and agree that the total liability under any legal claims shall be limited to the amount of money you have paid solely and only for placing the order. If your order is rejected or limited by us. In that case, your exclusive and sole remedy is either (a) we will issue a credit to your credit card account in the amount charged for the canceled portion or the quantity not provided (if your credit card had been charged for the order), (b) we will issue a check for the amount paid by you if payment was received a check (if applicable/accepted) or (c) we will not charge your credit card for the canceled portion of the order of the quantity not provided. It will be at our sole discretion how to refund, refinance, or replace an item with a similar or identical product.
For each product or service you order, you agree to pay the price applicable for the product or service (including any sales tax, surcharges and delivery fees) as of the time you submit and/or approve the order based on the Payment Terms stated on the accepted proposal. Unless an alternative billing arrangement is in writing, we will automatically charge your credit card submitted as part of the order process. By using a credit or debit card, you signify that you are the rightful owner of the card. We shall not be responsible for inappropriate credit card use, nor shall we bear the responsibility to verify the credit card owner. Without limiting remedies, we reserve the right to charge a late fee on all past due payments equivalent to the lesser of one and a half percent (1.5%) per month on the unpaid balance or the highest rate allowed by law. By ordering from us, you agree to pay all collection costs, attorney’s fees, and court costs incurred in collecting past-due amounts.
All artwork submitted by the Client must be submitted in an Illustrator or Photoshop format at least 300 dpi. If created in Photoshop, please send artwork with layers. If created in Illustrator, make sure the text is converted to outlines. We will NOT proceed with the order if the artwork is poor quality. Based on a case-by-case situation, a $50.00 an hour art fee for correcting files may be applied with a minimum of $50.00.
WE DO NOT OFFER PRESS CHECKS. Proof Approvals, also known as Artwork Approvals, will be emailed within a reasonable time after the proposal has been received and payment has been made based on the proposal payment terms. The Proof Approval must be approved by signature and date in the designated area. If you do not approve the Proof Approvals promptly, your order may be delayed. After Proof Approval is approved and submitted, there will be no changes. The Company is not responsible for hindrances in production due to delayed approval of the Proof Approval. Please check your Proof Approval for artwork accuracy, such as color, placement, spelling and product information.
Changes to Your Order: Changes are limited to the following: Adding additional pieces to the order and changing graphic color. Additional fees and extra production time may be applied (subject to minimums). No changes are allowed once a payment is taken. Anything added to the order after the order has been placed will be considered a new order; additional fees may apply.
All orders are final. If a cancellation is made after an order has been placed, you will be subject to a 20% restocking fee plus a partial payment covering any service already provided. NO cancellations will be allowed if the order is already in process or if any printing has been done.
Shipping and Deliveries
The Company is not responsible for any delays due to the shipping company. Clients are responsible for all shipping and handling fees (if applicable). Company is not liable for any delay of any portion of the goods covered by these Terms due to labor disputes, fire, war, government regulations or any other conditions or causes beyond our control.
You, the Client, agree to comply with all applicable laws, statutes and regulations regarding your purchase of products or services (if applicable). We, the Company, may, in our sole discretion, report actual or perceived violations of law to law enforcement or appropriate authorities if we become aware of any potential violation of the Terms. In that case, we may (but are not obligated to) investigate to determine the appropriate enforcement action, during which we may suspend services or terminate the account of any Client being investigated.
We reserve the right in our sole discretion to terminate or restrict the Client’s use of our product or services without notice, for any or no reason, and without liability to you or any third party. You agree that we shall not be liable to you or any third party for any termination of our products or services. We will have no liability to you for any deletion of your content. We may also change, suspend, or discontinue any aspect of our products or services at any time.
All trademarks, service marks and trade names used are trademarks or registered trademarks of the Company in the United States and/or other countries. They may not be used without our prior express written permission. All other trademarks are the property of their respective owners, who may or may not be affiliated with, connected to or endorsed by us.
The entire content of our marketing pieces and website, including but not limited to text, graphics and code, is the property of the Company. We grant you permission to electronically copy and print hard copy portions of the copyrighted materials solely for your personal, non-commercial use, provided that you do not change or delete any proprietary notices from downloaded or printed materials. Any other use, including but not limited to the reproduction, distribution, display or transmission of the Website content, is strictly prohibited unless authorized by us in writing.
We, the Company, respect the intellectual property rights of others and will take appropriate steps to protect the intellectual property rights of third parties if we receive notice from the Digital Millennium Copyright Act. If you believe your copyright or the copyright of another has been infringed on, please provide our Copyright Agent with a written notice containing the following information:
A physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest that you believe has been infringed;
- An identification of the copyrighted work that you claim has been infringed;
- A description of where the material that you claim is infringed is located on the site;
- Information on how to contact you, including your address, telephone number, and email address, if available;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
- Claims of infringement should be mailed to Info@CompssCreativeSolutions.com.
Warranty Disclaimer & Liability Limit
To the fullest extent permissible under applicable law, we, the Company, present our website and the product or services “AS IS” without any warranty, whether express, implied, or statutory. We expressly disclaim any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the functions contained in our website will be uninterrupted or error-free, that defects will be corrected or that our website or the server that makes our website available are free of viruses or other harmful components. In the event of any breach of any warranty, you, the Client’s exclusive remedy shall be that we shall, at our option, repair, replace, or refund the price you paid for any defective goods. We assume no liability or responsibility for any errors or omissions on our website, failures, delays or interruptions in our website’s accessibility or any losses or damages arising from the use of our website. Some jurisdictions do not allow the disclaimer of implied warranties, so the preceding may not apply to you. IN NO EVENT SHALL WE, OUR AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE (JOINTLY OR SEVERALLY) TO YOU FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR WEBSITE OR THESE TERMS, ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF DAMAGE ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICES (INCLUDING, BUT NOT LIMITED TO, ALL MATERIALS INCORPORATED THEREIN AND ALL FEATURES AND FUNCTIONALITY OF THE SERVICE) AND TOTAL LIABILITY FOR DAMAGES UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT PAID FOR THE PRODUCT. Some states do not allow the exclusion of certain damages, so the above may not apply to you. If any authority holds any portion of this section unenforceable, then liability will be limited to the fullest extent permitted by law.
You, the Client, agree to indemnify, defend and hold us, the Company, our shareholders, officers, directors, employees and agents harmless from and against any third-party claim or cause of action, including reasonable attorneys’ fees and court costs, arising directly or indirectly, in whole or in part, out of your use of our products or services or your violation of these Terms, any law or the rights of any third party.
You, the Client, use of our products and services shall be governed by the laws of California, without regard to the choice of law provisions. Except where prohibited, you agree that any disputes, claims and causes of action directly or indirectly arising out of or relating to our products or services shall be resolved individually, without resorting to any form of class action, and exclusively in the state or federal courts located in Riverside County, California. Any cause of action or claim you may have concerning our products and services must be commenced within one (1) year after the claim or cause of action arises, or it shall be forever barred.
The products or services are controlled and operated within the United States. They are not intended to be subject to the laws or jurisdiction of any country or territory other than that of the United States. We, the Company, do not represent or warrant that the products or services or any part thereof are appropriate or available for use in any particular jurisdiction. Those who choose to access our products or services do so on their initiative and at their own risk and are responsible for complying with all local laws, rules, and regulations. We may limit the products or services availability, in whole or in part, to any person, geographic area or jurisdiction we choose at any time and our sole discretion. If any provision of these Terms is held invalid or unenforceable, such provision shall be struck, and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the extent or scope of such provision. Our failure to enforce any provision of these Terms shall not constitute a waiver of that or any other provision. These Terms set forth the entire understanding and Agreement between you and us concerning the subject matter.