Enterprise Branding Package Terms & Conditions
1. Services.
Aloide LLC, a South Dakota limited liability company, will provide services to Client as requested by Client, subject to the terms and conditions set forth herein and in the Contract Documents, as defined in Section 2 below.
2. Definitions.
For purposes of this Agreement, the following terms are specifically defined:
a. “Aloide” means Aloide, LLC and includes its subsidiaries, affiliates, owners, members, employees and contractors acting on Our behalf (collectively “Aloide,” “Us,”“We,” or “Our”).
b. “Client”means the company, organization, or individual requesting the services of Aloide, hereinafter referred to as “You” or “Yours.”
c. “Contract Documents” means all written Statements of Work (SOW), written Branding Add-on Agreements, and any other written purchase orders by Client that are mutually agreed upon by Aloide and Client.
d. “Statement of Work” means the Enterprise Statement of Work prepared by Aloide, and agreed to by Client, following Client’s discovery session with Aloide, which shall set forth the details of Client’s requested services as part of Client’s purchase of the Enterprise branding package.
e. “Branding Add-on Agreement” means any additional branding services requested by Client, which may be agreed to and paid for separately from the Statement of Work. If Client requests Branding Add-on services during Client’s Enterprise Branding Package discovery session, such Branding Add-on services may be included and specified in Client’s Statement of Work instead of a separate Branding Add-on Agreement.
f. “Work Product” means the finished design, logos, website pages, or other final design or branding content, as well as drafts or materials developed in the process of completing the Services herein.
g. “Services” means all Work Product created, designed or developed by Aloide under this Agreement or other Contract Documents.
h. “Effective Date” means the date that Client accepts the terms and conditions outlined in this Agreement and submits the non-refundable deposit.
3. Scope of Agreement.
You agree that by checking the box and paying the non-refundable $500 deposit to order an Enterprise Branding Package from Aloide, You have read and accepted the Terms & Conditions stated on this page. The following terms and conditions are applicable to You with respect to the Enterprise Branding Package ordered by You on the Effective Date. This Agreement is based on any past, present or future Services provided by Aloide to the Client. Because the Services offered by Aloide are unique and different for each Client, the following common terms and conditions are subject to the Contract Documents that You may receive from Aloide.
4. Common Terms and Conditions.
a. Authorization: Client is engaging Aloide as an independent contractor, and not an employee, for the specific purpose of designing and building branding content for Client. If needed, Client hereby authorizes Aloide to access Client’s pre-existing accounts that need to be accessed in order for Aloide to provide the Services to Client. Client also agrees to provide Aloide with permission to access and utilize any of Client’s login, access information, or programs that need to be accessed, including third-party accounts, licensed images, copyrighted text, and any other technical information, configurations, audio, video, media, and other relevant content useful in designing and developing the purchased Services herein. Client further agrees to authorize Aloide to use Client’s intellectual property to the extent reasonably necessary to perform the Services herein.
b. Graphics, audio & video media: It is anticipated that Aloide will create, design, capture, or receive from Client all graphics, audio and video media elements necessary to complete the Services for Client. This includes audio, video, images, photography, scanning services, video shooting, photo shooting, editing, animation, and third-party stock photography, as explained in Section 4(b)(i) below:
i. Third-Party Stock Photography, Audio, and Video: Any and all costs incurred in purchasing third-party stock photography, audio, or video elements must be paid by Client. The Client takes full responsibility for any third-party stock photography, audio, or video content that It provides to Aloide. Client further agrees to hold harmless, protect, indemnify, and defend Aloide, its owners, members, employees, contractors, and agents from any claim or lawsuit arising from the use of such elements furnished by the Client to Aloide.
c. Format of Text, Media, Graphics and Files: Client agrees to provide any and all text, media, graphics, and files to Aloide in a readable electronic format (i.e.Microsoft Word / .jpg / .gif / .png / .pdf). Submissions may be made as: email attachment, external USB drive, or secure file sharing software mutually agreed to by Client and Aloide. If Client requests Aloide to obtain any files by any other means, Client agrees and authorizes Aloide to invoice Client for the reasonable charges and expenses thereof.
d. Ownership of Work Product: Client and Aloide agree that Client is and will be the owner of all Work Product created, designed, or prepared by Aloide for Client under the Services if and when Client pays for such Work Product in full. Aloide hereby irrevocably sells, transfers and assigns to Client all right, title and interest that Aloide has or will have in and to the Work Product, and Aloide acknowledges that Client owns and will own all such existing and future right, title and interest in and to the Work Product. Notwithstanding the foregoing, Aloide shall be entitled to display Work Product in its portfolio, on its website, or for any other business marketing purposes.
e. Confidential Information: Aloide shall not disclose any of Client’s confidential information to anyone other than its affiliates, employees, contractors, or authorized representatives who have a need to know the information in connection with Aloide’s rendering of the Services herein without the express written consent of Client authorizing such disclosure. Aloide shall exercise the same degree of care to prevent disclosure of any of Client’s Confidential Information as it takes to preserve and safeguard its own confidential information, but, in any event, no less than a reasonable degree of care.
f. Brand Design and Template Design: Client agrees to collaborate with Aloide during the design process, as Aloide may require input from Client. Client agrees to review the Work Product, to be reasonably available to Aloide if Aloide has questions regarding the Services, and to provide timely feedback and decisions on the Services provided. Client further agrees that Aloide shall be permitted to exercise its professional judgment and discretion in determining matters of branding and creative, and evaluating whether certain expenses must be incurred in completing the Services.
5. Payment.
In consideration of the provision of Services, Aloide shall invoice 50% of the Enterprise Branding Package fee, less the non-refundable deposit paid upon Effective Date, following completion of the discovery session with Client. Aloide shall invoice the remaining balance of the Enterprise Branding Package fee upon completion of Client’s branding project under this Agreement. In all cases, Client agrees to remit payment in full of all fees and expenses within 30 days of each invoice date, unless Aloide has expressly agreed otherwise in writing. Forms of acceptable payment shall be set forth on each invoice.
a. Credit Card Fees. Should Client pay by credit card, Client agrees that it shall be responsible for up to a 3% credit card surcharge, which shall be incurred by Client at the time of payment.
b. Late Fees. Client acknowledges and agrees that late fees of 1.5% per month shall begin to accrue on overdue invoices.
6. Significant Service Modification.
Notwithstanding the parties’ agreement to collaborate during the design process, Aloide understands that Client may request significant and material modifications or changes to the Contract Documents or to the Services that have already been rendered to Client’s specifications. Client expressly agrees that such significant and material modifications are not included in the provisions of this Agreement, and they will result in additional, reasonable charges to the Client based on an hourly-fee structure. Examples of significant and material modifications include, but are not limited to:
a. Designing, creating, or producing a completely new graphic design, advertisement, website layout or strategy, or vision change, after such Work Product has already been prepared by Aloide, to accommodate a substantial change at Client’s request;
b. Recreating or significantly modifying all logo concepts to accommodate a substantial change at Client’s request.
7. Rush Requests.
Rush Requests constitute projects requested by Client to be completed either in draft or final form in less than three (3) business days or 72 hours. Should Client request Aloide to complete a Rush Request as part of the Enterprise Branding Package, Aloide reserves the right to charge Client for reasonable fees to complete the Rush Request, which shall be in addition to the Enterprise Branding Package fee. Aloide agrees to provide Client with notice of such fees in advance of performing the Rush Request.
8. Term and Termination.
This Agreement is made and entered into as of the Effective Date, by and between Aloide and Client, and shall be ongoing until the Services are completed. Either party may terminate this Agreement for any reason by giving 30 days prior written notice to the other party. If this Agreement is terminated prior to completion of Client’s branding project, Client agrees to pay Aloide for all hours billed for the Services, at a rate of $125 per hour, up until the date of such written notice. Client also agrees to reimburse Aloide for any non-cancellable expenses incurred prior to Aloide’s receipt of the written notice of termination.
9. Expenses to Complete Work.
Client shall reimburse Aloide for any expenses incurred to complete the Services. This includes, but is not limited to, mileage, domain registration fees, web hosting fees, subscriptions, mail charges, and purchase of stock media, audio, video, or photography. Aloide agrees to obtain express approval from Client before incurring any expense that exceeds $500.00.
10. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR DIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY CONTRACT DOCUMENT IN EXCESS OF THE TOTAL CONTRACT PRICE PAID TO ALOIDE. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS, LOST REVENUE, OR LOSS OF REPUTATION DAMAGES), SPECIAL OR PUNITIVE DAMAGES.
11. Indemnity.
Client agrees to indemnify, defend and hold harmless Aloide, its partners, members, directors, officers, employees, and independent contractors, and its successors and assigns, from and against any loss, damage, expense, liability or claim, including reasonable attorney’s fees, that Aloide may incur or sustain that arise out of or relate to the Services provided by Aloide to Client under this Agreement or Contract Documents.
12. Conflicting Provisions.
In the event of any conflict between these general Terms and Conditions contained in this Agreement and any other Contract Documents between the parties, such as the Statement of Work or Branding Add-ons, the specific terms and provisions of the Client’s other Contract Documents shall control over the general terms herein.
13. Entire Agreement.
This Agreement and all outstanding Contract Documents shall constitute the entire agreement between the parties relating to this subject matter and supersede all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement and all Contract Documents will govern all Services undertaken by Aloide for Client. This Agreement and any Contract Document may only be changed by mutual written agreement of authorized representatives of the parties.
14. Governing Law.
This Agreement shall be governed by and interpreted in accordance with the laws of the State of South Dakota. The parties further agree that any dispute arising out of the terms of this Agreement or these Terms and Conditions shall be venued in Minnehaha County, South Dakota or in the United States District Court for the District of South Dakota. Client hereby submits to the personal jurisdiction of the state of South Dakota and/or federal courts in the State of South Dakota.
15. Miscellaneous Provisions.
a. Severability. In the event that any portion or all of this Agreement is held to be void or unenforceable, the balance of the Agreement shall remain effective and the parties agree to negotiate in good faith to reach an equitable agreement as to the unenforceable or void provision which shall effect the original intent of the parties as set forth in this Agreement.
b. Representations and Remedies. Aloide and Client make no representations, covenants, warranties or guarantees, express or implied, other than those expressly set forth herein. The parties’ rights, liabilities, responsibilities, and remedies with respect to the Services, whether in contract, tort, negligence or otherwise, shall be exclusively those expressly set forth in this Agreement.
c. Assignment. This Agreement shall not be assignable by either party without the prior written consent of the other party hereto, except that (a) it may be assigned without such consent to the legal successor of either party, or to a person, firm or corporation acquiring all or substantially all of the business assets of such party or to a wholly owned subsidiary of either party, but any such assignment shall not relieve the assigning party of any of its obligations under this Agreement. No assignment of this Agreement shall be valid until this Agreement shall have been assumed by the assignee. When duly assigned in accordance with the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the assignee.
d. Notices. All notices pertaining to this Agreement or the Services to be provided herein shall be in writing and, if to Client, shall be sufficient when sent guaranteed overnight delivery by a nationally recognized reputable courier to Client at its last known address provided to Aloide. All notices to Aloide shall be sufficient when sent guaranteed overnight delivery by a nationally recognized reputable courier to Aloide at the following address: Aloide LLC 3240 E Bison Trail Suite 100 SiouxFalls, SD 57108
e. Continuing obligations. The provisions of this Agreement which by their nature are intended to survive the termination, cancellation, completion or expiration of the Agreement, including, but not limited to, indemnities and any expressed limitations of or releases from liability, shall continue as valid and enforceable obligations of the parties notwithstanding any such termination, cancellation, completion or expiration.
f. Waiver. No failure by either party to insist on performance of any term, condition, or instruction, or to exercise any right or privilege included in this Agreement, shall construe a waiver of any breach hereof unless waived in writing by such party and no such written waiver of any breach shall constitute a waiver of any subsequent breach of any other term, condition, instruction, breach, right or privilege.
Business Branding Package Terms & Conditions
1. Services.
Aloide LLC, a South Dakota limited liability company, will provide services to Client as requested by Client, subject to the terms and conditions set forth herein and in the Contract Documents, as defined in Section 2 below.
2. Definitions.
For purposes of this Agreement, the following terms are specifically defined:
a. “Aloide” means Aloide, LLC and includes its subsidiaries, affiliates, owners, members, employees and contractors acting on Our behalf (collectively “Aloide,” “Us,”“We,” or “Our”).
b. “Client”means the company, organization, or individual requesting the services of Aloide, hereinafter referred to as “You” or “Yours.”
c. “Contract Documents” means all written Statements of Work (SOW), written Branding Add-on Agreements, and any other written purchase orders by Client that are mutually agreed upon by Aloide and Client.
d. “Statement of Work” means the Business Statement of Work prepared by Aloide, and agreed to by Client, following Client’s discovery session with Aloide, which shall set forth the details of Client’s requested services as part of Client’s purchase of the Business branding package.
e. “Branding Add-on Agreement” means any additional branding services requested by Client, which may be agreed to and paid for separately from the Statement of Work. If Client requests Branding Add-on services during Client’s Business Branding Package discovery session, such Branding Add-on services may be included and specified in Client’s Statement of Work instead of a separate Branding Add-on Agreement.
f. “Work Product” means the finished design, logos, website pages, or other final design or branding content, as well as drafts or materials developed in the process of completing the Services herein.
g. “Services” means all Work Product created, designed or developed by Aloide under this Agreement or other Contract Documents.
h. “Effective Date” means the date that Client accepts the terms and conditions outlined in this Agreement and submits the non-refundable deposit.
3. Scope of Agreement.
You agree that by checking the box and paying the non-refundable $500 deposit to order an Business Branding Package from Aloide, You have read and accepted the Terms & Conditions stated on this page. The following terms and conditions are applicable to You with respect to the Business Branding Package ordered by You on the Effective Date. This Agreement is based on any past, present or future Services provided by Aloide to the Client. Because the Services offered by Aloide are unique and different for each Client, the following common terms and conditions are subject to the Contract Documents that You may receive from Aloide.
4. Common Terms and Conditions.
a. Authorization: Client is engaging Aloide as an independent contractor, and not an employee, for the specific purpose of designing and building branding content for Client. If needed, Client hereby authorizes Aloide to access Client’s pre-existing accounts that need to be accessed in order for Aloide to provide the Services to Client. Client also agrees to provide Aloide with permission to access and utilize any of Client’s login, access information, or programs that need to be accessed, including third-party accounts, licensed images, copyrighted text, and any other technical information, configurations, audio, video, media, and other relevant content useful in designing and developing the purchased Services herein. Client further agrees to authorize Aloide to use Client’s intellectual property to the extent reasonably necessary to perform the Services herein.
b. Graphics, audio & video media: It is anticipated that Aloide will create, design, capture, or receive from Client all graphics, audio and video media elements necessary to complete the Services for Client. This includes audio, video, images, photography, scanning services, video shooting, photo shooting, editing, animation, and third-party stock photography, as explained in Section 4(b)(i) below:
i. Third-Party Stock Photography, Audio, and Video: Any and all costs incurred in purchasing third-party stock photography, audio, or video elements must be paid by Client. The Client takes full responsibility for any third-party stock photography, audio, or video content that It provides to Aloide. Client further agrees to hold harmless, protect, indemnify, and defend Aloide, its owners, members, employees, contractors, and agents from any claim or lawsuit arising from the use of such elements furnished by the Client to Aloide.
c. Format of Text, Media, Graphics and Files: Client agrees to provide any and all text, media, graphics, and files to Aloide in a readable electronic format (i.e.Microsoft Word / .jpg / .gif / .png / .pdf). Submissions may be made as: email attachment, external USB drive, or secure file sharing software mutually agreed to by Client and Aloide. If Client requests Aloide to obtain any files by any other means, Client agrees and authorizes Aloide to invoice Client for the reasonable charges and expenses thereof.
d. Ownership of Work Product: Client and Aloide agree that Client is and will be the owner of all Work Product created, designed, or prepared by Aloide for Client under the Services if and when Client pays for such Work Product in full. Aloide hereby irrevocably sells, transfers and assigns to Client all right, title and interest that Aloide has or will have in and to the Work Product, and Aloide acknowledges that Client owns and will own all such existing and future right, title and interest in and to the Work Product. Notwithstanding the foregoing, Aloide shall be entitled to display Work Product in its portfolio, on its website, or for any other business marketing purposes.
e. Confidential Information: Aloide shall not disclose any of Client’s confidential information to anyone other than its affiliates, employees, contractors, or authorized representatives who have a need to know the information in connection with Aloide’s rendering of the Services herein without the express written consent of Client authorizing such disclosure. Aloide shall exercise the same degree of care to prevent disclosure of any of Client’s Confidential Information as it takes to preserve and safeguard its own confidential information, but, in any event, no less than a reasonable degree of care.
f. Brand Design and Template Design: Client agrees to collaborate with Aloide during the design process, as Aloide may require input from Client. Client agrees to review the Work Product, to be reasonably available to Aloide if Aloide has questions regarding the Services, and to provide timely feedback and decisions on the Services provided. Client further agrees that Aloide shall be permitted to exercise its professional judgment and discretion in determining matters of branding and creative, and evaluating whether certain expenses must be incurred in completing the Services.
5. Payment.
In consideration of the provision of Services, Aloide shall invoice 50% of the Business Branding Package fee, less the non-refundable deposit paid upon Effective Date, following completion of the discovery session with Client. Aloide shall invoice the remaining balance of the Business Branding Package fee upon completion of Client’s branding project under this Agreement. In all cases, Client agrees to remit payment in full of all fees and expenses within 30 days of each invoice date, unless Aloide has expressly agreed otherwise in writing. Forms of acceptable payment shall be set forth on each invoice.
a. Credit Card Fees. Should Client pay by credit card, Client agrees that it shall be responsible for up to a 3% credit card surcharge, which shall be incurred by Client at the time of payment.
b. Late Fees. Client acknowledges and agrees that late fees of 1.5% per month shall begin to accrue on overdue invoices.
6. Significant Service Modification.
Notwithstanding the parties’ agreement to collaborate during the design process, Aloide understands that Client may request significant and material modifications or changes to the Contract Documents or to the Services that have already been rendered to Client’s specifications. Client expressly agrees that such significant and material modifications are not included in the provisions of this Agreement, and they will result in additional, reasonable charges to the Client based on an hourly-fee structure. Examples of significant and material modifications include, but are not limited to:
a. Designing, creating, or producing a completely new graphic design, advertisement, website layout or strategy, or vision change, after such Work Product has already been prepared by Aloide, to accommodate a substantial change at Client’s request;
b. Recreating or significantly modifying all logo concepts to accommodate a substantial change at Client’s request.
7. Rush Requests.
Rush Requests constitute projects requested by Client to be completed either in draft or final form in less than three (3) business days or 72 hours. Should Client request Aloide to complete a Rush Request as part of the Business Branding Package, Aloide reserves the right to charge Client for reasonable fees to complete the Rush Request, which shall be in addition to the Business Branding Package fee. Aloide agrees to provide Client with notice of such fees in advance of performing the Rush Request.
8. Term and Termination.
This Agreement is made and entered into as of the Effective Date, by and between Aloide and Client, and shall be ongoing until the Services are completed. Either party may terminate this Agreement for any reason by giving 30 days prior written notice to the other party. If this Agreement is terminated prior to completion of Client’s branding project, Client agrees to pay Aloide for all hours billed for the Services, at a rate of $125 per hour, up until the date of such written notice. Client also agrees to reimburse Aloide for any non-cancellable expenses incurred prior to Aloide’s receipt of the written notice of termination.
9. Expenses to Complete Work.
Client shall reimburse Aloide for any expenses incurred to complete the Services. This includes, but is not limited to, mileage, domain registration fees, web hosting fees, subscriptions, mail charges, and purchase of stock media, audio, video, or photography. Aloide agrees to obtain express approval from Client before incurring any expense that exceeds $500.00.
10. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR DIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY CONTRACT DOCUMENT IN EXCESS OF THE TOTAL CONTRACT PRICE PAID TO ALOIDE. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS, LOST REVENUE, OR LOSS OF REPUTATION DAMAGES), SPECIAL OR PUNITIVE DAMAGES.
11. Indemnity.
Client agrees to indemnify, defend and hold harmless Aloide, its partners, members, directors, officers, employees, and independent contractors, and its successors and assigns, from and against any loss, damage, expense, liability or claim, including reasonable attorney’s fees, that Aloide may incur or sustain that arise out of or relate to the Services provided by Aloide to Client under this Agreement or Contract Documents.
12. Conflicting Provisions.
In the event of any conflict between these general Terms and Conditions contained in this Agreement and any other Contract Documents between the parties, such as the Statement of Work or Branding Add-ons, the specific terms and provisions of the Client’s other Contract Documents shall control over the general terms herein.
13. Entire Agreement.
This Agreement and all outstanding Contract Documents shall constitute the entire agreement between the parties relating to this subject matter and supersede all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement and all Contract Documents will govern all Services undertaken by Aloide for Client. This Agreement and any Contract Document may only be changed by mutual written agreement of authorized representatives of the parties.
14. Governing Law.
This Agreement shall be governed by and interpreted in accordance with the laws of the State of South Dakota. The parties further agree that any dispute arising out of the terms of this Agreement or these Terms and Conditions shall be venued in Minnehaha County, South Dakota or in the United States District Court for the District of South Dakota. Client hereby submits to the personal jurisdiction of the state of South Dakota and/or federal courts in the State of South Dakota.
15. Miscellaneous Provisions.
a. Severability. In the event that any portion or all of this Agreement is held to be void or unenforceable, the balance of the Agreement shall remain effective and the parties agree to negotiate in good faith to reach an equitable agreement as to the unenforceable or void provision which shall effect the original intent of the parties as set forth in this Agreement.
b. Representations and Remedies. Aloide and Client make no representations, covenants, warranties or guarantees, express or implied, other than those expressly set forth herein. The parties’ rights, liabilities, responsibilities, and remedies with respect to the Services, whether in contract, tort, negligence or otherwise, shall be exclusively those expressly set forth in this Agreement.
c. Assignment. This Agreement shall not be assignable by either party without the prior written consent of the other party hereto, except that (a) it may be assigned without such consent to the legal successor of either party, or to a person, firm or corporation acquiring all or substantially all of the business assets of such party or to a wholly owned subsidiary of either party, but any such assignment shall not relieve the assigning party of any of its obligations under this Agreement. No assignment of this Agreement shall be valid until this Agreement shall have been assumed by the assignee. When duly assigned in accordance with the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the assignee.
d. Notices. All notices pertaining to this Agreement or the Services to be provided herein shall be in writing and, if to Client, shall be sufficient when sent guaranteed overnight delivery by a nationally recognized reputable courier to Client at its last known address provided to Aloide. All notices to Aloide shall be sufficient when sent guaranteed overnight delivery by a nationally recognized reputable courier to Aloide at the following address: Aloide LLC 3240 E Bison Trail Suite 100 SiouxFalls, SD 57108
e. Continuing obligations. The provisions of this Agreement which by their nature are intended to survive the termination, cancellation, completion or expiration of the Agreement, including, but not limited to, indemnities and any expressed limitations of or releases from liability, shall continue as valid and enforceable obligations of the parties notwithstanding any such termination, cancellation, completion or expiration.
f. Waiver. No failure by either party to insist on performance of any term, condition, or instruction, or to exercise any right or privilege included in this Agreement, shall construe a waiver of any breach hereof unless waived in writing by such party and no such written waiver of any breach shall constitute a waiver of any subsequent breach of any other term, condition, instruction, breach, right or privilege.
Starter Branding Package Terms & Conditions
1. Services.
Aloide LLC, a South Dakota limited liability company, will provide services to Client as requested by Client, subject to the terms and conditions set forth herein and in the Contract Documents, as defined in Section 2 below.
2. Definitions.
For purposes of this Agreement, the following terms are specifically defined:
a. “Aloide” means Aloide, LLC and includes its subsidiaries, affiliates, owners, members, employees and contractors acting on Our behalf (collectively “Aloide,” “Us,”“We,” or “Our”).
b. “Client”means the company, organization, or individual requesting the services of Aloide, hereinafter referred to as “You” or “Yours.”
c. “Contract Documents” means all written Statements of Work (SOW), written Branding Add-on Agreements, and any other written purchase orders by Client that are mutually agreed upon by Aloide and Client.
d. “Statement of Work” means the Starter Statement of Work prepared by Aloide, and agreed to by Client, following Client’s discovery session with Aloide, which shall set forth the details of Client’s requested services as part of Client’s purchase of the Starter branding package.
e. “Branding Add-on Agreement” means any additional branding services requested by Client, which may be agreed to and paid for separately from the Statement of Work. If Client requests Branding Add-on services during Client’s Starter Branding Package discovery session, such Branding Add-on services may be included and specified in Client’s Statement of Work instead of a separate Branding Add-on Agreement.
f. “Work Product” means the finished design, logos, website pages, or other final design or branding content, as well as drafts or materials developed in the process of completing the Services herein.
g. “Services” means all Work Product created, designed or developed by Aloide under this Agreement or other Contract Documents.
h. “Effective Date” means the date that Client accepts the terms and conditions outlined in this Agreement and submits the non-refundable deposit.
3. Scope of Agreement.
You agree that by checking the box and paying the non-refundable $500 deposit to order an Starter Branding Package from Aloide, You have read and accepted the Terms & Conditions stated on this page. The following terms and conditions are applicable to You with respect to the Starter Branding Package ordered by You on the Effective Date. This Agreement is based on any past, present or future Services provided by Aloide to the Client. Because the Services offered by Aloide are unique and different for each Client, the following common terms and conditions are subject to the Contract Documents that You may receive from Aloide.
4. Common Terms and Conditions.
a. Authorization: Client is engaging Aloide as an independent contractor, and not an employee, for the specific purpose of designing and building branding content for Client. If needed, Client hereby authorizes Aloide to access Client’s pre-existing accounts that need to be accessed in order for Aloide to provide the Services to Client. Client also agrees to provide Aloide with permission to access and utilize any of Client’s login, access information, or programs that need to be accessed, including third-party accounts, licensed images, copyrighted text, and any other technical information, configurations, audio, video, media, and other relevant content useful in designing and developing the purchased Services herein. Client further agrees to authorize Aloide to use Client’s intellectual property to the extent reasonably necessary to perform the Services herein.
b. Graphics, audio & video media: It is anticipated that Aloide will create, design, capture, or receive from Client all graphics, audio and video media elements necessary to complete the Services for Client. This includes audio, video, images, photography, scanning services, video shooting, photo shooting, editing, animation, and third-party stock photography, as explained in Section 4(b)(i) below:
i. Third-Party Stock Photography, Audio, and Video: Any and all costs incurred in purchasing third-party stock photography, audio, or video elements must be paid by Client. The Client takes full responsibility for any third-party stock photography, audio, or video content that It provides to Aloide. Client further agrees to hold harmless, protect, indemnify, and defend Aloide, its owners, members, employees, contractors, and agents from any claim or lawsuit arising from the use of such elements furnished by the Client to Aloide.
c. Format of Text, Media, Graphics and Files: Client agrees to provide any and all text, media, graphics, and files to Aloide in a readable electronic format (i.e.Microsoft Word / .jpg / .gif / .png / .pdf). Submissions may be made as: email attachment, external USB drive, or secure file sharing software mutually agreed to by Client and Aloide. If Client requests Aloide to obtain any files by any other means, Client agrees and authorizes Aloide to invoice Client for the reasonable charges and expenses thereof.
d. Ownership of Work Product: Client and Aloide agree that Client is and will be the owner of all Work Product created, designed, or prepared by Aloide for Client under the Services if and when Client pays for such Work Product in full. Aloide hereby irrevocably sells, transfers and assigns to Client all right, title and interest that Aloide has or will have in and to the Work Product, and Aloide acknowledges that Client owns and will own all such existing and future right, title and interest in and to the Work Product. Notwithstanding the foregoing, Aloide shall be entitled to display Work Product in its portfolio, on its website, or for any other business marketing purposes.
e. Confidential Information: Aloide shall not disclose any of Client’s confidential information to anyone other than its affiliates, employees, contractors, or authorized representatives who have a need to know the information in connection with Aloide’s rendering of the Services herein without the express written consent of Client authorizing such disclosure. Aloide shall exercise the same degree of care to prevent disclosure of any of Client’s Confidential Information as it takes to preserve and safeguard its own confidential information, but, in any event, no less than a reasonable degree of care.
f. Brand Design and Template Design: Client agrees to collaborate with Aloide during the design process, as Aloide may require input from Client. Client agrees to review the Work Product, to be reasonably available to Aloide if Aloide has questions regarding the Services, and to provide timely feedback and decisions on the Services provided. Client further agrees that Aloide shall be permitted to exercise its professional judgment and discretion in determining matters of branding and creative, and evaluating whether certain expenses must be incurred in completing the Services.
5. Payment.
In consideration of the provision of Services, Aloide shall invoice 50% of the Starter Branding Package fee, less the non-refundable deposit paid upon Effective Date, following completion of the discovery session with Client. Aloide shall invoice the remaining balance of the Starter Branding Package fee upon completion of Client’s branding project under this Agreement. In all cases, Client agrees to remit payment in full of all fees and expenses within 30 days of each invoice date, unless Aloide has expressly agreed otherwise in writing. Forms of acceptable payment shall be set forth on each invoice.
a. Credit Card Fees. Should Client pay by credit card, Client agrees that it shall be responsible for up to a 3% credit card surcharge, which shall be incurred by Client at the time of payment.
b. Late Fees. Client acknowledges and agrees that late fees of 1.5% per month shall begin to accrue on overdue invoices.
6. Significant Service Modification.
Notwithstanding the parties’ agreement to collaborate during the design process, Aloide understands that Client may request significant and material modifications or changes to the Contract Documents or to the Services that have already been rendered to Client’s specifications. Client expressly agrees that such significant and material modifications are not included in the provisions of this Agreement, and they will result in additional, reasonable charges to the Client based on an hourly-fee structure. Examples of significant and material modifications include, but are not limited to:
a. Designing, creating, or producing a completely new graphic design, advertisement, website layout or strategy, or vision change, after such Work Product has already been prepared by Aloide, to accommodate a substantial change at Client’s request;
b. Recreating or significantly modifying all logo concepts to accommodate a substantial change at Client’s request.
7. Rush Requests.
Rush Requests constitute projects requested by Client to be completed either in draft or final form in less than three (3) business days or 72 hours. Should Client request Aloide to complete a Rush Request as part of the Starter Branding Package, Aloide reserves the right to charge Client for reasonable fees to complete the Rush Request, which shall be in addition to the Starter Branding Package fee. Aloide agrees to provide Client with notice of such fees in advance of performing the Rush Request.
8. Term and Termination.
This Agreement is made and entered into as of the Effective Date, by and between Aloide and Client, and shall be ongoing until the Services are completed. Either party may terminate this Agreement for any reason by giving 30 days prior written notice to the other party. If this Agreement is terminated prior to completion of Client’s branding project, Client agrees to pay Aloide for all hours billed for the Services, at a rate of $125 per hour, up until the date of such written notice. Client also agrees to reimburse Aloide for any non-cancellable expenses incurred prior to Aloide’s receipt of the written notice of termination.
9. Expenses to Complete Work.
Client shall reimburse Aloide for any expenses incurred to complete the Services. This includes, but is not limited to, mileage, domain registration fees, web hosting fees, subscriptions, mail charges, and purchase of stock media, audio, video, or photography. Aloide agrees to obtain express approval from Client before incurring any expense that exceeds $500.00.
10. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR DIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY CONTRACT DOCUMENT IN EXCESS OF THE TOTAL CONTRACT PRICE PAID TO ALOIDE. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS, LOST REVENUE, OR LOSS OF REPUTATION DAMAGES), SPECIAL OR PUNITIVE DAMAGES.
11. Indemnity.
Client agrees to indemnify, defend and hold harmless Aloide, its partners, members, directors, officers, employees, and independent contractors, and its successors and assigns, from and against any loss, damage, expense, liability or claim, including reasonable attorney’s fees, that Aloide may incur or sustain that arise out of or relate to the Services provided by Aloide to Client under this Agreement or Contract Documents.
12. Conflicting Provisions.
In the event of any conflict between these general Terms and Conditions contained in this Agreement and any other Contract Documents between the parties, such as the Statement of Work or Branding Add-ons, the specific terms and provisions of the Client’s other Contract Documents shall control over the general terms herein.
13. Entire Agreement.
This Agreement and all outstanding Contract Documents shall constitute the entire agreement between the parties relating to this subject matter and supersede all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement and all Contract Documents will govern all Services undertaken by Aloide for Client. This Agreement and any Contract Document may only be changed by mutual written agreement of authorized representatives of the parties.
14. Governing Law.
This Agreement shall be governed by and interpreted in accordance with the laws of the State of South Dakota. The parties further agree that any dispute arising out of the terms of this Agreement or these Terms and Conditions shall be venued in Minnehaha County, South Dakota or in the United States District Court for the District of South Dakota. Client hereby submits to the personal jurisdiction of the state of South Dakota and/or federal courts in the State of South Dakota.
15. Miscellaneous Provisions.
a. Severability. In the event that any portion or all of thisAgreement is held to be void or unenforceable, the balance of the Agreement shall remain effective and the parties agree to negotiate in good faith to reach an equitable agreement as to the unenforceable or void provision which shall effect the original intent of the parties as set forth in this Agreement.
b. Representations and Remedies. Aloide and Client make no representations, covenants, warranties or guarantees, express or implied, other than those expressly set forth herein. The parties’ rights, liabilities, responsibilities, and remedies with respect to the Services, whether in contract, tort, negligence or otherwise, shall be exclusively those expressly set forth in this Agreement.
c. Assignment. This Agreement shall not be assignable by either party without the prior written consent of the other party hereto, except that (a) it may be assigned without such consent to the legal successor of either party, or to a person, firm or corporation acquiring all or substantially all of the business assets of such party or to a wholly owned subsidiary of either party, but any such assignment shall not relieve the assigning party of any of its obligations under this Agreement. No assignment of this Agreement shall be valid until this Agreement shall have been assumed by the assignee. When duly assigned in accordance with the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the assignee.
d. Notices. All notices pertaining to this Agreement or the Services to be provided herein shall be in writing and, if to Client, shall be sufficient when sent guaranteed overnight delivery by a nationally recognized reputable courier to Client at its last known address provided to Aloide. All notices to Aloide shall be sufficient when sent guaranteed overnight delivery by a nationally recognized reputable courier to Aloide at the following address: Aloide LLC 3240 E Bison Trail Suite 100 SiouxFalls, SD 57108
e. Continuing obligations. The provisions of this Agreement which by their nature are intended to survive the termination, cancellation, completion or expiration of the Agreement, including, but not limited to, indemnities and any expressed limitations of or releases from liability, shall continue as valid and enforceable obligations of the parties notwithstanding any such termination, cancellation, completion or expiration.
f. Waiver. No failure by either party to insist on performance of any term, condition, or instruction, or to exercise any right or privilege included in this Agreement, shall construe a waiver of any breach hereof unless waived in writing by such party and no such written waiver of any breach shall constitute a waiver of any subsequent breach of any other term, condition, instruction, breach, right or privilege.