The performance of the design and production services and delivery of tangible property (collectively the “Design and Production Services”) described in the contract or invoice of which these terms and conditions are a part (or are on the face hereof) by Ampersand M Studio to the client identified in the contract or invoice (“Client”) is governed by the following terms and conditions. Unless otherwise agreed in writing, Ampersand M Studio expressly rejects any additional or different terms or conditions proposed by Client.

1. Description of Work

   The Agreement (the “Agreement”) for the project described in the Proposal to which these terms and conditions are attached (the “Project”) shall consist of the final Scope of Work and Timeline, these terms and conditions, and any change orders set forth in writing and executed by Ampersand M Studio and the Client after the acceptance of the original Scope of Work. Changes to the Scope of Work may result in adjustments to the charges for the Project.

2. Payment
   Payment for Design and Production Services will be made as follows:

   • 50% of the Estimated Design and Project Fees are due upon acceptance of the proposal. After the project launch date, the deposit is non-refundable.

   • The remaining balance will be due upon delivery of the finished Project.

   Except for the portions of invoices that are disputed in good faith by the Client for not being in accordance with the terms and conditions of this Agreement, any amounts not paid when due shall accrue interest at the rate of 1.5% per month from the date due until paid. Ampersand M Studio reserves the right to withhold delivery of all electronic and/or printed materials until the undisputed portion(s) of overdue invoices are paid.

3. Changes to the Scope of Work

   Revisions or author’s alterations to the Scope of Work shall obligate the Client to additional fees and costs. These may include but are not limited to: changes made to copy after the final copy has been submitted; changes made to the design once layouts have been approved; extensive alterations; a change in objectives on the part of the Client and new work requested by the Client after the execution of the Agreement.
   
   All production are the responsibility of the Client. Change orders will be prepared by Ampersand M Studio and provided to the Client outlining the changes to the Scope of Work, and any additional costs for those changes. The Client agrees to pay Ampersand M Studio additional fees and costs for said revisions or alterations at a rate of $125.00 per hour. Hourly rates quoted in proposals will remain in effect until further written notice is given. If Ampersand M Studio is unable to meet the delivery schedule set forth in the Agreement due to delays by Client or changes requested by Client in the Scope of Work, Ampersand M Studio may, at own discretion, revise the production schedule as necessary and provide for adjustments in the costs for the Project.

4. Ownership and Usage Rights

   The rights to be granted by Ampersand M Studio under this Agreement will be transferred to Client once full payment for services is made by Client to Ampersand M Studio. Upon receipt of full payment, the Client is hereby granted exclusive and unlimited usage and reproduction rights to the final designs prepared for Client as part and for the duration of the Project.
   
   Except for the foregoing license, all right, title and interest
   to all designs and artwork (whether draft or final versions) remain with Ampersand M Studio or her contractors or vendors, as applicable. This includes, but is not limited to, layouts, animations and designs created by Ampersand M Studio or her contractors or vendors, computer disks containing such layouts, photography or illustration created by independent photographers or illustrators commissioned by Ampersand M Studio, and photography or other images purchased by Ampersand M Studio from a stock agency on the Client’s behalf. Ampersand M Studio reserves the right to reproduce any and all designs created by Ampersand M Studio in print and electronic media for Ampersand M Studio’s promotional purposes for an unlimited period of time. Ampersand M Studio has the right to retain, or if applicable, Client agrees to provide Ampersand M Studio with 5 printed samples of each tangible product produced as a result of the Project.
   
   It is the Client’s responsibility to ensure that any artwork, images, files and text submitted do not violate applicable copyright laws. The Company and its contractors assumes all written and visual content adheres to copyright laws and all correct permissions have been sought and/or royalties paid for use.

5.  Modification

   The rights granted to Client are for usage of the Final Works in their original form only. Client may not crop, distort, manipulate, reconfigure, mimic, animate, edit, extract portions, intentionally alter the color of the Final Works, or otherwise create derivative works based on the Final Works.

6. Non-disclosure of Confidential Information

7. Each Party will not, at any time, whether during or after the termination or expiration of this Agreement, for any reason whatsoever, disclose to any person or entity or use for any purpose other than fulfilling its obligations hereunder, the other Party’s Confidential Information, as defined below. Any concepts, business strategies, trademarks, service marks, materials, outlines, etc. provided to a Party by the other Party constitute trade secrets and Confidential Information under this Agreement and shall not be used by the other Party for any other purpose than for the purpose of the Project.

8. Confidential Information

   Confidential Information means all confidential and proprietary information of either Party, including, without limitation, information relating to: the business; trade secret information; client, investor, customer and supplier lists, and contracts or arrangements; financial information; market research and development procedures, processes, techniques, plans and results; investment or acquisition opportunities, pricing information or policies; computer software, passwords, programs or data; and all other business related information, whether such information is in written, graphic, recorded, electronic, photographic, data or any machine readable form or is orally conveyed to or developed by the other Party; provided that Confidential Information shall not include information which: (a) is in or hereafter enters the public domain through no fault of the receiving party; (b) is obtained by the receiving party from a third party having the legal right to use and disclose the same; (c) is in the possession of the receiving party prior to receipt from the disclosing party, as evidenced by the receiving party’s written records pre- dating such receipt; (d) is independently developed by the receiving party as evidenced by written record proving such independence; or, (e) is required to be disclosed by governmental order or judicial subpoena, provided that prior to disclosure the receiving party shall give the disclosing party prior notice to allow the disclosing party an opportunity to obtain an appropriate protective order.

9. Return of Confidential Information

   Each Party shall, upon the request of the other Party, return to the other Party all written or other descriptive materials containing Confidential Information or otherwise relating to the other Party, its business and its intellectual property, including, but not limited to, drawings, blueprints, descriptions, notes, analyses or other papers or documents which contain any such information. In any event, upon the completion or expiration of this Agreement, or if this Agreement is terminated for any reason, each Party shall, without request by the other party, return all aforementioned Confidential Information; provided that each party may retain one archival copy of the Confidential Information, solely for the purpose of determining its obligations under this Agreement.

10.  Indemnification
    Each Party shall indemnify, defend, and hold harmless the other and its afiliates, officers, agents, and employees, from any and all claims, suits, actions, demands, damages, liabilities, expenses (including reasonable fees and disbursements of counsel), judgments, settlements and penalties of every kind that may be asserted or incurred including but not limited to: (a) any breach by such Party of any trademark, trade name and/or copy-right infringement, invasion of privacy, defamation, or other wrongful use of any pictures, photographs, images, copy or other materials; and/or (b) the negligent, intentionally wrongful or illegal acts or omissions of such Party, its employees, agents, subcontractors or other representatives and/or (c) violations of any federal, state, local and/or international laws, rules and/or regulations to which such Party is subject.

11. Applicable Law/Dispute Resolution
    This agreement shall be governed by, and construed under, the laws of the State of Massachusetts. In the event of a dispute arising under this Agreement, the dispute shall be finally settled by arbitration under the Rules of the American Arbitration Association (the AAA). The Arbitration shall be held in Boston, Massachusetts. The arbitration shall be held before a single arbitrator, selected in accordance with the rules of the AAA. The arbitrator’s award shall be nal and shall be enforceable in any court of competent jurisdiction. The arbitrator shall award the prevailing party its costs of such arbitration including, but not limited to, reasonable attorneys’ fees. If a party refuses to comply with the rendered award, and the other party enters an application for judicial enforcement thereof, the refusing party shall bear all of the expenses incurred in connection with such application. Nothing in this Paragraph 12 shall prevent either party from resorting to judicial process if injunctive or other equitable relief from a court is necessary to prevent serious and irreparable injury to one party or to others.

12. Cancellation

    In the event the Client cancels this Agreement prior to the completion of the Project, within ve (5) business days of such cancellation, Client shall pay (a) Ampersand M Studio for all work performed up to the date of termination, (b) for all contracted for Outside Expenses and commitments that have been incurred and cannot be canceled and (c) a cancellation fee equal to 15% of the remaining fees that would otherwise have been paid to Ampersand M Studio if the Agreement were to have been fully performed.

13. Errors

    The Client is held responsible for approving all Artwork proofs and ensuring accuracy and suitability. This includes, but is not limited to: design, spelling, grammar, illustrations, images and quantity. It is the responsibility of the Client to request another copy if the proof is difficult to read or changes are required. In the event the Client determines that there are errors in the work produced during the Project, Client shall notify Ampersand M Studio of any errors within 24 hours of Client’s determination. Failure to promptly notify Ampersand M Studio shall constitute a waiver by Client of any claim arising out of such errors.

14. Performance

    Each party shall use commercially reasonable efforts or fulfill its obligations hereunder, but shall in no event be responsible for any failure or delay in performance due to any catastrophe, act of God or government authority, civil strife, or any other cause beyond the control of such party. In no event shall Ampersand M Studio’s liability exceed the sum of payments received from the Client under this Agreement. Neither party shall be liable to the other for any consequential, indirect, special or punitive damages, even if such damage were reasonably foreseeable.

15. Waiver
    Any waiver by either party, whether express or implied, of any provision of this Agreement, any waiver of default, or any course of dealing hereunder, shall not affect such party’s right to thereafter enforce such provision or to exercise any right or remedying the event of any other default or breach whether or not similar.

16. Severability
    If any provision of this Agreement shall be deemed void in whole or in part for any reason whatsoever, the remaining provisions shall remain in full force and e ect.

17. Independent Contractor

    In performing their respective obligations under this Agreement, the parties agree
    that their relationship is that of independent contractors and not that of a partners, joint venturers, agents, employees or part-time employees of the other party. Neither party will represent itself as, act or purport to act as or be deemed to be the agent, representative, employee or servant of the other party.