Two Trees Media, LLC Terms of Service

Please read these terms carefully. By accepting the quoted fee and project terms and proceeding with the project, you are agreeing to these terms in full.

Fees & Expenses

The fees and expenses shown are minimum estimates only. Final fees and expenses will be calculated when the final invoice is rendered. The Client's approval shall be obtained for any increases in fees or expenses that exceed the original estimates by 10% or more. The Project pricing includes Two Trees Media's fee only. Any and all outside costs including, but not limited to, equipment rental, photographer's costs and fees, photography and/or artwork licenses, production costs, talent fees, music licenses, software licenses, and online access or hosting fees, will be billed to Client unless specifically otherwise provided for in the Proposal.

Client shall pay Two Trees Media's expenses incurred in connection with this Agreement as follows: (a) incidental and out-of-pocket expenses including but not limited to costs for telephone calls, postage, shipping, overnight courier, service bureaus, typesetting, blueprints, models, presentation materials, photocopies, computer expenses, parking fees and tolls, and taxis at cost plus Agency's standard markup of 20%, and, if applicable, a mileage reimbursement at 50.5¢ per mile; and (b) travel expenses including transportation, meals, and lodging, incurred by the Agency with Client's prior approval.

Once final contract is agreed upon, deposit will be due within ten business days. After ten business days the contract will be void and if the Client wishes to pursue the project, a new contract with a new fee will be required.

Payments

Preferred payment method is via Google Checkout, money order or cashiers' check. Personal or business checks may be accepted if a previous business relationship has been established. Please make all checks payable to Two Trees Media, LLC. All returned checks will be considered nonpayment and subject to a $30 return check fee.

All projects require a non-refundable 30% deposit before work can begin. The balance of the agreed fee will be billed in increments, or as otherwise agreed upon. Work will not start on any project until deposit has been made in full.

All invoices are payable within 15 days of receipt. A 1.5% monthly service charge (minimum of $15) is payable on all overdue balances. The grant of any license or copyright is conditioned on full payment. The Client shall assume responsibility for all collection or legal fees necessitated by default in payment.

Project Deadlines

We realize that your time is valuable. Two Trees Media schedules projects based on original project commencement and dates agreed to in the original work order. Therefore if the Client delays the project beyond a week past original due date, Two Trees Media reserves the right to adjust the fee accordingly. Any documents, artwork, or other materials are required to be delivered upon contract acceptance to stay within the contract's schedule.

Revisions

Projects (design and/or copywriting) include two minor rounds of revisions. Because project specs including tone, message, and audience should be communicated and agreed upon in the initial project work order, revisions are not total rewrites and/or redesigns. Total rewrites and/or redesigns will result in an increased fee that will be charged on an hourly basis at the current hourly rate in addition to all other amounts payable under the proposal.

If client revises content and/or design before completion of project, then the two free revisions included will be void and additional revisions by Two Trees Media will be charged at the current hourly rate. All requests for final revisions by the client must be made within 48 hours of contracted deadline. Any revisions made after that will be charged at the current hourly rate.

Fee for Project Termination (aka “Kill Fee”)

We understand that sometimes unforeseen circumstances can necessitate the canceling of a project after work has already commenced. In the event of a cancellation, ownership of all copyrights and any original artwork, code, or writing shall be retained by Two Trees Media. A cancellation fee for work completed, based on the pro-rated portion of the next payment, and expenses already incurred, shall be paid by the Client. Inactivity on a project for 10 business days or more constitutes a cancellation, and the Client shall be billed accordingly. The Client shall not use any portion of the already-completed deliverables in any form without agreement of both parties.

Copyright

Two Trees Media holds the exclusive copyright for all writing and/or design work until the final invoice has been paid in full. After final invoice has been paid, Two Trees Media will grant the client the exclusive, perpetual and worldwide right and license to use, reproduce, adapt, modify and display the Final Art, Writing, or Code solely in connection with the Project as defined in the Proposal and in accordance with the terms and conditions of this Agreement.

Two Trees Media sometimes uses stock images for design work, most often purchased from iStock Photo. Purchased stock photography comes with its own set of terms and conditions, including seat restrictions and restriction on derivative works. If your project includes the use of stock photography, the Client is bound to the terms and conditions of the source of the stock images.

The use of any work done by Two Trees Media, stock photography and/or other services sub-contracted by Two Trees Media without full payment is violating the copyright terms of this agreement. Two Trees Media reserves the right to pursue a "cease and desist" order of all unpaid copyright material being used and the collection of fines as the law provides.

Two Trees Media retains the right to reproduce, publish and display the deliverables in Agency's portfolios and websites, and in galleries, design and writing periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the deliverables in connection with such uses. Either party, subject to the other's reasonable approval, may describe its role in relation to the project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party's website.

Privacy

Two Trees Media understands that your privacy is very important. All information collected (names, addresses, phone numbers, emails, etc) is considered private and will not be sold, rented or given to third parties for any reason.

Limitations of Liability

THE SERVICES AND THE WORK PRODUCT OF AGENCY ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF THE AGENCY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND AFFILIATES (“AGENCY PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT'S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF THE AGENCY. IN NO EVENT SHALL THE AGENCY BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY THE AGENCY, EVEN IF THE AGENCY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Dispute Resolution and Governing Law

The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and the state of Illinois without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the American Arbitration Association, or other forum mutually agreed to by the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys' fees and costs. In all other circumstances, the parties specifically consent to the local, state and federal courts located in the state of Illinois. The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail. Client acknowledges that the Agency will have no adequate remedy at law in the event Client uses the deliverables in any way not permitted hereunder, and hereby agrees that Agency shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein.