Terms and Conditions (“Terms”)
Last updated: August 2, 2018
Please read these Terms and Conditions (“Terms”, “Terms and Conditions”) carefully before using the https://matthatfieldart.com/ website (the “Service”) operated by ideaH Factory LLC doing business as Matt Hatfield Art (“us”, “we”, or “our”).
Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.
When you create an account with us, you must provide us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of your account on our Service.
You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password, whether your password is with our Service or a third-party service.
You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
Links To Other Web Sites
Our Service may contain links to third-party web sites or services that are not owned or controlled by ideaH Factory LLC.
ideaH Factory LLC has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that ideaH Factory LLC shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third-party web sites or services that you visit.
These Terms shall be governed and construed in accordance with the laws of Connecticut, United States, without regard to its conflict of law provisions.
Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide at least 30 days notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, please stop using the Service.
Returns and Refunds for Custom Printed Items
We do our best to maintain the highest level of quality in the products we produce. There are some rare instances where the final product may be defective.
Every custom printed order from ideaH Factory LLC is unique. We do not accept returns, refund or exchanges for reasons unrelated to errors on our part. It is important to review your product and the details at the time of placing your order.
Unacceptable examples of returns:
- Change of mind with product selection
- Ordered wrong size or product
- Misspellings or graphic errors
All sales are final.
Our Refund Policy:
- Contact us within 48 hours from delivery of a defected product.
- Submit a photo of the defective item, detailing the problem.
- We reserve the right to reject any return request.
Work Agreement: Design Services
What do both parties agree to?
You: You have the authority to enter into this contract on behalf of yourself, your company or your organization. You’ll give us the assets and information we tell you we need to complete the project. You’ll do this when we ask and provide it in the formats we ask for. You’ll review our work, provide feedback and approval in a timely manner too. Deadlines work two ways, so you’ll also be bound by dates we set together. You also agree to stick to the payment schedule outlined in an accepted proposal.
Us: We have the experience and ability to do everything we’ve agreed with you and we’ll do it all in a professional and timely manner. We’ll endeavor to meet every deadline that’s set and on top of that we’ll maintain the confidentiality of everything you give us.
The fees and expenses outlined in an Estimate or Proposal are minimum estimates only unless an hourly fee has been agreed upon. That fee will be $60 per hour for Graphic Design, $100 per hour for Logo Design, Packaging Design, and Website Development and the ideaH Factory LLC shall keep the “Client” apprised of a tally of hours within a reasonable period of time. Final fees and expenses shall be shown when invoice is rendered. The fees and expenses shown are minimum estimates only unless the quote and/or invoice is clearly marked Firm Quote, otherwise the below stated hourly fee will be payable on all time over that which was quoted with a minimum in 30 minute increments.
The “Client” must assume that all additions, alterations, changes in content, layout or process changes requested by the customer, will alter the time and cost. The “Client” shall offer the IdeaH Factory LLC the first opportunity to make any changes.
The “Client” shall reimburse the IdeaH Factory LLC for all expenses arising from this assignment, including the payment of any sales taxes due on this assignment, and shall advance the IdeaH Factory LLC for payment of said expenses, including but not limited to Stock Photography, Artwork, and or material needed for the project.
In the event of cancellation of this assignment, ownership of all copyrights and the original artwork shall be retained by the IdeaH Factory LLC, and a cancellation fee for work completed, and expenses already incurred, shall be paid by the “Client”. Cancellation fee is based on the hours submitted, if the project is on an hourly basis or a percentage based on the time estimate for the entire job. A 100% cancellation fee is due once the project has been finished, whether delivered to the “Client” or not. If the project is on an hourly basis and the project is canceled by the “Client”, the “Client” agrees to pay no less than 100% of the hours already billed for the project at the time of cancellation plus a flat fee of $250 or 50% of the remaining hours that were expected to be completed on the project, whichever is greater.
Ownership and return of artwork
The IdeaH Factory LLC retains ownership of all original artwork, whether preliminary or final, and the “Client” shall return such artwork within 30 days of use unless indicated otherwise below. If transfer of ownership of all rights is desired, the rates may be increased. If the “Client” wishes the ownership of the rights to a specific design or concept, these may be purchased at any time for a recalculation of the hourly rate on the time billed or the entire project cost.
Additionally, we’ll own any intellectual property rights we’ve developed prior to, or developed separately from this project and not paid for by you. We’ll own the unique combination of these elements that constitutes a complete design and we’ll license its use to you, exclusively and in perpetuity for this project only, unless we agree otherwise.
Search Engine Optimization (SEO)
We don’t guarantee improvements to your website’s search engine ranking, but the web pages that we develop are accessible to search engines. In the event that we are providing SEO services, we will outline realistic expectations for improving your websites’ ranking in search engines.
Technical support for website design
We’re not a website hosting company so we don’t offer support for website hosting, email or other services relating to hosting. You may already have professional hosting and you might even manage that hosting in-house; if you do, great. If you don’t, we can set up an account for you at one of our preferred hosting providers. We can set up your site on a server, plus any statistics software such as Google Analytics and we can provide a separate estimate for that. Then, the updates to, and management of that server will be up to you.
Who do I call if my website breaks or I can’t figure something out?
We will be the first point of contact if something goes wrong or you can’t figure out how to do something on your website. You may either choose to subscribe to one of our website care plans, or you will be changed a rate of $100 per hour for website care services. We DO NOT offer emergency website assistance.
Steps to solving website issues:
- Please contact us and we will provide assistance within 24 hrs.
- We will determine if the issue can be solved with training videos and email assistance
- If step (2) is not an option we will log into the back-end of your website and attempt to solve the issue and determine if it is an issue we can fix or if it an issue the hosting company needs to look into.
RIGHTS IN THE FINAL DELIVERABLES
Final Works. Upon completion of the Services, and expressly conditioned upon full payment of all fees and costs due, IdeaH Factory LLC hereby grants to “Client” the exclusive, perpetual and worldwide right and license to use, reproduce and display the Final Works solely in connection with the Project as defined in the Proposal. Any additional uses will require separate pricing. All other rights, including Copyrights, are reserved by IdeaH Factory LLC.
_x_ The rights granted to “Client” include the rights to adapt, modify and create derivative works based on the Final Works solely in connection with the Project and usage rights set forth herein.
Trademarks. Upon completion of the Services, and expressly conditioned upon full payment of all fees and costs due, IdeaH Factory LLC assigns to “Client” all of IdeaH Factory LLC’s rights, including trademark and Copyright, in and to Trademarks created by IdeaH Factory LLC. IdeaH Factory LLC shall cooperate with “Client” and shall execute any additional documents reasonably requested by “Client” to evidence such assignment. “Client” shall have sole responsibility for ensuring that Trademarks do not infringe the rights of third parties, and “Client” shall indemnify, save and hold harmless IdeaH Factory LLC from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party alleging trademark infringement, or arising out of “Client’s” failure to obtain trademark clearance or permissions, for use of Trademarks.
“Client” Content. “Client” Content, including pre-existing Trademarks, shall remain the sole property of “Client” or its respective suppliers, and “Client” or its suppliers shall be the sole owner of all trademark, trade secrets, patents, Copyrights, and other rights in connection therewith. “Client” hereby grants to IdeaH Factory LLC a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the “Client” Content solely in connection with IdeaH Factory LLC’s performance of the Services and promotional uses of the Deliverables as authorized in this Agreement.
Third Party Materials. Intellectual property rights in Third Party Materials shall be owned by the respective third parties. IdeaH Factory LLC shall inform “Client” of all Third Party Materials to be procured by IdeaH Factory LLC that “Client” may need to license at “Client’s” own expense, and unless otherwise arranged by “Client”, IdeaH Factory LLC shall obtain a license for “Client” to use the Third Party Materials consistent with the usage rights granted herein. “Client” shall indemnify, save and hold harmless IdeaH Factory LLC from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of “Client’s” failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the Final Works at “Client’s” request.
RIGHTS RESERVED TO IdeaH Factory LLC
Preliminary Works/Working Files. IdeaH Factory LLC retains all proprietary rights, including property ownership, intellectual property rights and Copyrights, in and to all Preliminary Works and Working Files, and “Client” shall return to IdeaH Factory LLC all Preliminary Works and Working Files in “Client”’s possession within thirty (30) days of completion of the Services.
Original Artwork. IdeaH Factory LLC retains property ownership in any original artwork comprising Final Works, including all rights to display or sell such artwork. “Client” shall return all original artwork to IdeaH Factory LLC within thirty (30) days of completion of the Services.
Unless agreed separately, we’re not responsible for creative writing for projects. We provide professional copywriting and editing services, so if you’d like us to create new content or input content for you, we can provide a separate estimate for that.
Graphics and photographs
“Client” should supply graphic files in an editable, vector digital format. You should supply photographs in a high resolution digital format. If you choose to buy stock photographs, we can suggest stock libraries. If you’d like us to search for photographs for you, we can provide a separate estimate for that.
Displaying our work
We love to show off our work, so we reserve the right to display all aspects of our creative work, including sketches, work-in-progress designs and the completed project on our portfolio and in articles on websites, in magazine articles and in books. We will display work only after the design is made public by the Client.
The IdeaH Factory LLC and any other creators shall receive a credit line with any editorial usage. If similar credit lines are to be given with other types of usage, it must be so indicated here.
The “Client” shall indemnify the IdeaH Factory LLC against all claims and expenses, including attorney’s fees, due to the uses for which no release was requested in writing or for uses that exceed authority granted by a release.
Modifications of the terms of this contract must be written and authorized by both parties, involving the implementation of a new version of the contract as a whole following standard procedures of documentation and approval.
Uniform commercial code
The above terms incorporate Article 2 of the Uniform Commercial Code.
Code of fair practice
The IdeaH Factory LLC warrants and represents that, to the best of his/her knowledge, the work assigned hereunder is original and has not been previously published, or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained through the undersigned form third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; that the IdeaH Factory LLC has full authority to make this agreement; and that the work prepared by the IdeaH Factory LLC does not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses that the “Client” or others may make of the IdeaH Factory LLC’s product that may infringe on the rights of others. “Client” expressly agrees that it will hold the IdeaH Factory LLC harmless for all liability caused by the Client’s use of the IdeaH Factory LLC’s product to the extent such use infringes on the rights of others.
Limitation of liability
We’ll carry out our work in accordance with good industry practice and at the standard expected from a suitably qualified person with relevant experience.
That said, we can’t guarantee that our work will be error-free and so we can’t be liable to you or any third-party for damages, including lost profits, lost savings or other incidental, consequential or special damages, even if you’ve advised us of them.
“Client” agrees that it shall not hold the IdeaH Factory LLC or his/her agents or employees liable for any incidental or consequential damages that arise from the IdeaH Factory LLC’s failure to perform any aspect of the project in a timely manner, regardless of whether such failure was caused intentional or negligent acts or omissions of the IdeaH Factory LLC or “Client”, any “Client” representatives or employees, or a third party.
Any disputes in excess of maximum limit for small-claims court arising out of this Agreement shall be submitted to binding arbitration before a mutually agreed-upon arbitrator pursuant to the rules of the American Arbitration Association. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The “Client” shall pay all arbitration and court cost, reasonable attorney’s fees, and legal interest on any award of judgment in favor of the IdeaH Factory LLC. All actions, whether brought by “Client” or by ideaH Factory LLC will be filed in the ideaH Factory LLC’s state/county of business/residence.
This contract is held accountable to the legal system of Connecticut and any applicable statutes held therein.
Include the provision below if you plan to exchange this contract over email only.
Acceptance of terms
The action of the sending and receipt of this agreement via electronic method will hold both parties in acceptance of these terms. The IdeaH Factory LLC as sender and the “Client” as recipient will acknowledge acceptance of these terms either through an e-mail noting acceptance or acceptance is acknowledged at the beginning of any work on said project. Electronic signatures shall be considered legal and binding.
We’re sure you understand how important it is as a small business that you pay the invoices that we send you promptly. As we’re also sure you’ll want to stay friends, you agree to stick tight to the following payment schedule.
Payment details: Outlined on “Estimate” or “Proposal”
Payment schedule: To be paid in full within 30 days of completed project.
We issue invoices electronically. Our payment terms are 30 days from the date of invoice. All proposals are quoted in USD and payments will be made at the equivalent conversion rate at the date the transfer is made.
You agree to pay all charges associated with international transfers of funds. The appropriate bank account details will be printed on our electronic invoice. We reserve the right to charge interest on all overdue debts at the rate of 5% per month or part of a month.
If you have any questions about these Terms, please contact us.