VIP Day Client Agreement
Terms of Participation — VIP Day
Please READ carefully. This Customer Agreement (this “Agreement”), dated as of the date of deposit payment (the “Effective Date”), is by and between Intentional Branding LLC (“Company,” “We,”) and the client (“Customer,” “You” and together with Company, the “Parties,” and each a “Party”).
WHEREAS, Company has the capability and capacity to provide certain branding and design services; and
WHEREAS, Customer desires to retain Company to provide said services, and Company is willing to perform such services under the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Company and Customer agree as follows:
Company shall provide to Customer the services (the “Services”) set out in the Statement of Work, which is attached hereto as Exhibit A (the “Statement of Work”). The Statement of Work shall not be modified or expanded except by written agreement of the Parties.
FEES AND EXPENSES
In consideration of the provision of the Services by the Company and the rights granted to Customer under this Agreement, Customer shall pay two payments split equally in half by the total amount due. The total amount due may depend upon VIP Day package and is specified on the payment page. The first payment of 50% of the total amount is due and payable at the time of booking as a nonrefundable deposit. The second payment must be made at least 2 business days before the start of the first VIP Day. Payment to Company of such fees shall constitute payment in full for the performance of the Services. The deposit is nonrefundable but may be transferred to another date or service with 7 days prior written notice. The Customer’s deposit is valid for 90 days and must be used within that timeframe. In the event the VIP Day fails to occur within 90 days, or the Customer fails to request a new date at least 7 days prior to their booked appointment, the deposit will be forfeited, and the VIP Day will be terminated. If the Customer wishes to reschedule beyond 90 days, the original deposit may, at the Company’s discretion, be applied to a new booking at the current VIP Day rate, which may or may not be higher than the original booking rate.
In the event that the Customer fails to make any payment required by this Agreement, Company shall immediately cease all work until payment is made.
GUARANTEE/ REFUND POLICY
We want you to be happy with your purchase. Because VIP Days represent a block of time that the Customer is paying the Company to complete work, refunds will not be offered, except where noted in this agreement. The Company does offer a guarantee of work specific to the Brand Expression VIP Day as noted in Exhibit A — Statement of Work, below. All other VIP Days do not offer a guarantee beyond the dedicated period of time.
Note: Because Customer and Company are working together closely during the VIP Day, Customer participation has a direct impact on direction and how much is accomplished during the Day.
LIMITED WARRANTY AND LIMITATION OF LIABILITY
Company warrants that it shall perform the Services:
- In accordance with the terms and subject to the conditions set out in the Statement of Work and this Agreement.
- Using personnel of commercially reasonable skill, experience, and qualifications. This allows the Company to subcontract work to other independent contractors dependent on the Customer’s needs. Customer gives permission for project details to be shared with Subcontractor(s).
- In a timely, workmanlike, and professional manner in accordance with generally recognized industry standards for similar services.
NATURE OF COPY
Customer is responsible for servicemark/ trademark, copyright and patent clearances; claims and representations made; and legal clearance of provided content, as appropriate. The Company will include copyright notices to your work, but Customer is responsible for registering the work to obtain protection, if desired.
ERRORS AND OMISSIONS
While the Company works hard to ensure the integrity of the content in all of our work, we are not responsible for incorrect information, typos, errors or omissions. Customer is responsible for carefully reviewing proofs and Website drafts for accuracy. Customer approval is required on final draft or proof prior to release for printing, uploading or other implementations. Email/ text/ voicemail approval is considered an acceptable form of authorization.
From time to time during the Term of this Agreement, either Party (as the “Disclosing Party”) may disclose or make available to the other Party (as the “Receiving Party”), non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in writing or other tangible form is clearly labeled as “confidential,” is identified as confidential when disclosed, or which the Receiving Party should reasonably know to be confidential (“Confidential Information”); provided, however, that Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Receiving Party’s breach of this Section 7; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party’s possession prior to Disclosing Party’s disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information. The Receiving Party shall: (x) protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (y) not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to the Receiving Party’s Group who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.
If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party’s sole cost and expense, a protective order or other remedy.
TERM & TERMINATION
This Agreement shall commence as of the Effective Date and shall continue thereafter until the third day support period beginning immediately after the conclusion of the VIP Day, unless sooner terminated. The VIP Day includes work as outlined in the Statement of Work. VIP Day hours are typically between the hours of 9:30am Mountain Time to 5:00pm Mountain time, in addition to thirty days of support (via Facebook Messenger or Voxer) immediately following the VIP Day.
Either Party may terminate this Agreement, effective upon written notice to the other Party (the “Defaulting Party”), if the Defaulting Party:
- Materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within 15 days after receipt of written notice of such breach.
- Becomes insolvent or admits its inability to pay its debts generally as they become due.
- Becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within seven business days or is not dismissed or vacated within 45 business days after filing.
- Is dissolved or liquidated or takes any corporate action for such purpose.
- Makes a general assignment for the benefit of creditors.
- Has a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
Company may terminate this Agreement before the expiration date of the Term on written notice if Customer fails to pay any amount when due hereunder and such failure continues for 15 days after Customer’s receipt of written notice of nonpayment.
LIMITATION OF LIABILITY
IN NO EVENT SHALL COMPANY BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
This Agreement, including and together with the attached Statement of Work constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
No amendment to or modification of this Agreement is effective unless it is in writing and signed by each Party.
No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
Customer shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Company. Any purported assignment or delegation in violation of this section shall be null and void. No assignment or delegation shall relieve the Customer of any of its obligations under this Agreement.
Any files related to the project will be shared with the Customer through Dropbox, email, or other mutually agreed upon format within 3 business days of the VIP date. Customer is responsible for saving any files by downloading to their own device or making their own copy, including any video tutorials created by Company. Requests to the Company for files to be re-sent will not be guaranteed.
The Company may use the work completed for Customer as samples of work online and in print; and retains full rights to preliminary (unused) concepts/sketches, which may be used for other clients/projects as the Company sees as appropriate.
The parties expressly acknowledge that this agreement does not create an exclusive relationship between the parties. Customer shall be free to engage others to perform services of the same/similar nature to those provided by Intentional Branding LLC; and Intentional Branding LLC shall be free to offer/provide services to others, solicit other clients and otherwise advertise services offered.
RELATIONSHIP OF THE PARTIES
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
NO THIRD-PARTY BENEFICIARIES
This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
In this agreement, there are no guarantees concerning the level of business or financial success you may experience because of this program/ service. While every effort has been made to accurately represent our programs and services, and the value they provide, there is no guarantee that you will make any money. You accept the risk that the earnings and income levels differ by individuals. As with any business, your results may vary and will be based on your individual capacity, business experience, knowledge, expertise, and level of desire.
The use of our information, products and services should be based on your own due diligence and you agree that the Company is not liable for any success or failure that is directly or indirectly related to the purchase of your program or service. Running a business carries risks, and your use of any information contained on this Website is as at your own risk. Subject to our Refund Policy, we provide content and services without any express or implied warranties. By continuing to use our site and access our content, programs, and services, you agree that We are not responsible for any decision you may make regarding any information presented or as a result of purchasing any of our products or services.
You hereby expressly waive any and all claims you may have, now or in the future, arising out of or relating to this Website, the Company, any and all contracts you enter into with the Company, and any and all of the Company’s products and services.
To the extent that you attempt to assert any such claim, you hereby expressly agree to present such claim only through binding arbitration to occur in Denver, Colorado. You further agree to and do hereby waive any right to class arbitration and agree, instead, to conduct an arbitration related solely to any individual claims you and/or any entity related to you asserts against the Company. To the fullest extent permissible by law, you further agree that you shall be responsible for all costs associated with initiating the arbitration and for the administration of the arbitration.
Company Website, resources, products, and services are controlled, operated, and administered from our offices within the United States. If you access the Website, resources, products, and services from a location outside the U.S., you are responsible for compliance with all local laws. Customer agrees to not use the Company Website, resources, products, and services in any country or in any manner prohibited by any applicable laws, restrictions, or regulations.
This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
The Company shall not be liable or responsible to Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Company including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of 15 days, Customer shall be entitled to give notice in writing to Company to terminate this Agreement.
You shall indemnify, defend, and hold the Company harmless the Company, its Representatives and their successors and assigns against any and all losses, damages, liabilities, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (collectively, “Losses”), relating to or arising out of your use of or inability to use the Website or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. The Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Company in asserting any available defenses.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date by their respective duly authorized officers.
Intentional Branding LLC welcomes your questions or comments regarding this Statement of Privacy. If you believe that Intentional Branding LLC has not adhered to this Statement, please contact Intentional Branding LLC at:
Intentional Branding LLC
11887 Washington St # 33953, Northglenn, CO 80233
This policy was last updated on August 27, 2022
STATEMENT OF WORK
NOTE: VIP Day covered in this Customer Agreement is indicated in the paid invoice by Customer. This Agreement may cover more than one type of VIP Day and will remain in force until a new Agreement is signed/ accepted.
SPECIFIC TO BRAND EXPRESSION VIP DAY AND BRAND ELEVATION WEBSITE AND COLLATERAL VIP DAYS (DOES NOT APPLY TO BRAND EXPANSION VIP DAY ONGOING SUPPORT)
During a full VIP Day, Company agrees to devote up to 7 hours on applicable work, as well as a strategy session prior to the VIP Day, and 30 days of post-VIP Day support (via Facebook Messenger or Voxer). Work will normally occur between the hours of 9:30am – 5:00pm Mountain Time, Monday through Friday.
During the 30 days of post-VIP Day support, the Customer will be able to message the Company, via Facebook Messenger or Voxer, with any questions or concerns about the work that was performed during the VIP Day and will receive a reply via the same (or other method if required to assist Customer in resolving the issue or question). This support does not cover additional work that exceeds what was done during the VIP Day. If the Customer has additional work that needs to be performed, Customer will have the option to book another full day (7 hours) or half-day (3.5 hours).
SPECIFIC TO BRAND EXPRESSION VIP DAY
The Company guarantees completed creative strategy and logo design, ONLY IF Customer completes and returns ALL pre-work at least 2 business days prior to VIP Day; and is fully available and collaborative during the VIP Day. Customer will not be required to be on video meeting all day, but will be expected to be available to provide feedback, changes, and approvals.
Within 3 business days of Customer approval, the Company will send Customer a link to final logo files and other materials worked on during the VIP Day.
SPECIFIC TO BRAND ELEVATION WEBSITE VIP DAY
Customer is paying for the Company’s time during the VIP Day and while a lot can be accomplished during the day, there are no guarantees as to site page count to be completed. This may vary dependent upon how much work is to be done with content, how much content there is, and how many images are needed to be sources and/or created. Customer will have the option to book another day or half-day to complete the work if necessary. Customer will also receive a video of a site walk-through with instructions on how to add pages, blogposts, and other applicable information. This video walk-through is meant to help Customer update content, and add pages and blogposts. It is not intended to be a thorough instruction on how to do all things pertaining to their site, updates or management.
There may be circumstances when software licenses are required (for themes, plugins, apps, fonts, etc.), depending upon project. If that’s the case, Customer will be asked to purchase and acquire applicable license and provide login information. This is so that Customer holds the license and retains the ongoing rights to use and update themes, plugins, apps, fonts, etc., as appropriate.
The Company does not claim expertise in search engine optimization (SEO) or digital marketing, and this package does not include SEO. The Company will provide Customer with referrals/ resources (if known) to pursue outside of this scope if interested.
SPECIFIC TO BRAND EXPANSION VIP DAY ONGOING SUPPORT
Company will reserve VIP Days as contracted with Customer (per paid invoice). Customer will provide a list of work to be performed/ completed during that session. Work may include consulting; content/ copy/ editing; design for sub-brand logos, or online and printed collateral. The Customer understands that they are contracting Company for a set amount of time and not a set amount of work to be completed. The Company will also be available to Customer during the contracted time period, to complete small edits and projects if necessary, at the Company’s discretion.