Legal Info

Mitchell Creative Group, LLC

Legal documentation, usage, rights, and privacy statements.

Limitation of Warranties and Liability
IN NO EVENT SHALL Mitchell Creative Group, LLC OR ANY OF ITS AFFILIATES OR CONTENT PROVIDERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

Native Creative Materials or Documents 
Mitchell Creative, MItchell Creative Group, LLC, or its affiliates maintain a very strict policy of limiting use of, distributing, or granting license to any native documents, considered protected intellectual property, used for any contracted work here within unless agreed upon and authorized in writing by email, fax, or other acceptible and trackible forms of communication. No native documents will be released, sent, emailed, transmitted, or provided unless such authoriation is provided, as outlined below. Any use of said native materials outside of agreed upon contract and without sole written permission will be considered an immediate copyright infingement, protected by international, and U.S. trademark laws. Native documents may be required at times for use of printing documents as outlined per each individual contracted piece of work, but remain property of (MCG) or its affiliates, protected by copyright laws. They may not under any circumstances be taken, used, or retained for any other use than what is outlined on each contract. Additional protection is provided for any materials delivered by (MCG) or its affiliates that may include, but not limited to Adobe PDF documents, JPEGs, Gifs, TIFs, EPS files, or otherwise. Each is protected by their prospective contract as agreed upon by both parties and may not be used for any other purpose outside of said contract(s).

Examples of native documents may include, but not limited to original Quark Xpress, Adobe Illustrator or Photoshop, Dreamweaver, InDesign, Flash, Swish, or Freehand used to create specific project(s).

Ordering Work
1. Time for Payment
All invoices are payable within thirty (30) days of receipt. 10% monthly service charge is payable on all overdue balances. The grant of any license or right of copyright is conditioned on receipt of full payment.

2. Default in Payment
The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.

3. Estimates
If this form is used for an estimate or assignment confirmation, the fees and expenses shown are minimum estimates only. Final fees and expenses shall be shown when invoice is rendered. The Client’s approval shall be obtained for any increases in fees or expenses that exceed the original estimate by ten percent (10%) or more.

4. Expenses
The Client shall reimburse the Artist for all expenses arising from this assignment, including the payment of any sales taxes due on this assignment, and shall advance appropriate and aproved amount(s) to the Artist for payment of said expenses.

5. Artist’s Guarantee for Program
Use The Artist guarantees to notify the Client of any licensing and/or permissions required for art-generating/driving programs to be used.

6. Changes
The Client shall be responsible for making additional payments for changes requested by the Client in original assignment. However, no additional payment shall be made for changes required to conform to the original assignment description. The Client shall offer the Artist the first opportunity to make any changes.

7. Cancellation
In the event of cancellation of this assignment, ownership of all copyrights and the originalartwork shall be retained by the Artist, and a cancellation fee for work completed, based on the contract price and expenses already incurred, shall be paid by the Client.
8. Ownership and Return of Artwork
The Artist retains ownership of all original artwork, whether preliminary or final. The Client waives the right to challenge the validity of the Artist’s ownership of the art subject to this agreement because of any change or evolution of the law and will return all artwork within thirty (30) days of use.

9.  Copy-Protection
The Client must copy-protect all final art which is the subject of this agreement against duplication or alteration.

10.  Credit Lines
The Artist shall be given credit in: (a)floppy disk, (b) documentation, (c)packaging, (d) Artist’s mark on art.

11.  Alterations
Any electronic alteration of original art (color shift, mirroring, flopping, combination cut and paste, deletion) creating additional art is prohibited without the express permission of the artist. The Artist will be given first opportunity to make any alterations required. Unauthorized alterations shall constitute additional use and will be billed accordingly.

12. Other Operating Systems Conversions
The Artist shall be given first option at compiling the work for operating systems beyond the original use.

13.  Unauthorized Use and Program Licenses
The Client will indemnify the Artist against all claims and expenses arising from uses for which the Client does not have rights to or authority to use. The Client will be responsible for payment of any special licensing or royalty fees resulting from the use of graphics programs that require such payments.

14.  Warranty of Originality
The Artist 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 from third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; that the Artist has full authority to make this agreement; and that the work prepared by the Artist 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 Artist’s product which may infringe on the rights of others. Client expressly agrees that it will hold the Artist harmless for all liability caused by the Client’s use of the Artist’s product to the extent such use infringes on the rights of others.

15. Limitation of Liability
Client agrees that it shall not hold the Artist or his/her agents or employees liable for any incidental or consequential damages which arise from the Artist’s failure to perform any aspect of the Project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of the Artist or a third party.

16.  Dispute Resolution
Any disputes in excess of maximum limit for small claims court arising out of this Agreement shall be submitted to binding arbitration before the Joint Ethics Committee or 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 costs, reasonable attorney’s fees, and legal interest on any award of judgment in favor of the Creator.

17.  Acceptance of Terms
The signature of both parties shall evidence acceptance of these terms by agreeing to any proposal, estimate, or other communication used to initiate project(s) with Mitchell Creative Group, LLC or its affiliates. Acceptable forms of such agreements include email, fax, or mail of signed documents, emailed communication with agreeing to a particular project, or an emailed communication requesting a particular project. All forms of “acceptance” of terms within.

Graphic Designers Invoice
1.  Time for Payment
All invoices are payable within thirty (30) days of receipt. A 1 10% monthly service charge is payable on all overdue balances. The grant of any license or right of copyright is conditioned on receipt of full payment.

2.  Default in Payment
The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.

3.  Estimates
The fees and expenses shown are minimum estimates only. Final fees and expenses shall be shown when invoice is rendered. The Client’s approval shall be obtained for any increases in fees or expenses that exceed the original estimate by ten percent (10%) or more.

4.  Changes
The Client shall be responsible for making additional payments for changes requested by the Client in original assignment. However, no additional payment shall be made for changes required to conform to the original assignment description. The Client shall offer the Designer the first opportunity to make any changes.

5.  Expenses
The Client shall reimburse the Designer for all expenses arising from this assignment, including the payment of any sales taxes due on this assignment, and shall advance an agreed upon amouint to the Designer for payment of said expenses.

6.  Cancellation
In the event of cancellation of this assignment, ownership of all copyrights and the original artwork shallbe retained by the Designer, and a cancellation fee for work completed, based on the contract price and expenses already incurred, shall be paid by the Client.

7.    Ownership and Return of Artwork
The Designer retains ownership of all original artwork, whether preliminary or final, and the Client shall return such artwork within thirty (30) days of use unless indicated otherwise below:

8.    Credit Lines
The Designer 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:

9.    Releases
The Client shall indemnify the Designer against all claims and expenses, including reasonable attorney’s fees, due to uses for which no release was requested in writing or for uses which exceed authority granted by a release.

10. Modifications
Modification of the Agreement must be written, except that the invoice may include, and the Client shall pay, fees or expenses that were orally authorized in order to progress promptly with the work.

11. Uniform Commercial Code
The above terms incorporate Article 2 of the Uniform Commercial Code.

12.  Code of Fair Practice
The Client and the Designer agree to comply with the provisions of the Code of Fair Practice, a copy of which may be obtained from the Joint Ethics Committee, P.O. Box 179, Grand Central Station, New York, New York, 10017.

13.  Warranty of Originality
The Designer warrants and represents that, to the best of his/her knowledge, the work assigned here-under 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 from third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; that the Designer has full authority to make this agreement; and that the work prepared by the Designer 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 Designer’s product which may infringe on the rights of others. Client expressly agrees that it will hold the Designer harmless for all liability caused by the Client’s use of the Designer’s product to the extent such use infringes on the rights of others.

14. Limitation of Liability
Client agrees that it shall not hold the Designer or his/her agents or employees liable for any incidental or consequential damages which arise from the Designer’s failure to perform any aspect of the Project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of the Designer or a third party.

15. Dispute Resolution
Any disputes in excess of maximum limit for small claims court arising out of this Agreement shall be submitted to binding arbitration before the Joint Ethics Committee or 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 costs, reasonable attorney’s fees, and legal interest on any award of judgment in favor of the Designer.

16. Acceptance of Terms
The signature of both parties shall evidence acceptance of these terms by agreeing to any proposal, estimate, or other communication used to initiate project(s) with Mitchell Creative Group, LLC or its affiliates. Acceptable forms of such agreements include email, fax, or mail of signed documents, emailed communication with agreeing to a particular project, or an emailed communication requesting a particular project. All forms of “acceptance” of terms within.

Digital Media
1.  Time for Payment
Each milestone is payable upon the Client’s acceptance of the Deliverables. All invoices are payable within thirty (30) days of receipt. A 10% monthly service charge is payable on all overdue balances. The grant of any license or right of copyright is conditioned on receipt of full payment.

2.  Default in Payment
The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.

3.  Estimates
If this form is used for an estimate or assignment confirmation, the fees and expenses shown are minimum estimates only. Final fees and expenses shall be shown when invoice is rendered. The Client’s approval shall be obtained for any increases in fees or expenses that exceed the original estimate by 10% or more.

4.  Expenses
The Client shall reimburse the Developer for all expenses arising from this assignment, including the payment of any sales taxes due on this assignment and shall advance a determined and agreed amount to the Developer for payment of said expenses.

5.  Internet Access
Access to Internet will be provided by a separate Internet Service Provider (I.S.P.) to be contracted by the Client and who will not be party to this agreement.

6.  Progress Reports
The Developer shall contact or meet with the Client on a mutually acceptable schedule to report all tasks completed, problems encountered, and recommended changes relating to the development and testing of the Website. The Developer shall inform the Client promptly by telephone upon discovery of any event or problem that may significantly delay the development of the work.

7.  Developer’s Guarantee for Program Use
The Developer guarantees to notify the Client of any licensing and/or permissions required for art generating/driving programs to be used.

8.  Changes
The Client shall be responsible for making additional payments for changes requested by the Client in original assignment. However, no additional payment shall be made for changes required to conform to the original assignment description. The Client shall offer the Developer the first opportunity to make any changes.

9. Testing and Acceptance Procedures
The Developer will make every good faith effort to thoroughly test all deliverables and make all necessary corrections as a result of such testing prior to handing over the deliverables to the Client. Upon receipt of the deliverables, the Client shall either accept the deliverable and make the milestone payment set forth or provide the Developer with written notice of any corrections to be made and a suggested date for completion which should be mutually acceptable to both the Developer and the Client. The Developer shall designate their own discretionary contractor(s) as approved by Mitchell Creative Group, LLC or its affiliates management, and the Client shall designate their respective employees or representatives as the only designated persons who will send and accept all deliverables, and receive and make all communications between the Developer and the Client. Neither party shall have any obligation to consider for approval or respond to materials submitted other than through the designated persons listed above. Each party has the right to change its designated person.

10. Website Maintenance
The Developer agrees to provide the Client with reasonable technical support and assistance to maintain and update the Website on the Internet during the Warranty Period of 5 buusiness days at no cost to the Client, or otherwise indicated or outlined or detailed and agreed upon in each separate job proposal. After the expiration of the Warranty Period the Developer/Mitchell Creative Group, LLC or its affiliates agrees to provide the Client with reasonable technical support and assistance at a separate and addditional contracted, agreed upon rate, determined by each specific and separate request/agreement. Maintenance, within warranty period shall include correcting any errors or any failure of the Website to conform to the specifications as originally assumed and/or outlined. Maintenance shall not include the development of enhancements to the originally contracted project. Those additions will be charged additionally.

11. Enhancements
Under the maintenance agreement, if the Client wishes to modify the Website, the Developer shall be given first option to provide a bid to perform such enhancements.

12. Confidential Information
The Developer acknowledges and agrees that the source materials and technical and marketing plans or other sensitive business information, including all materials containing said information, which are supplied by the Client to the Developer or developed by the Developer in the course of developing the Website are to be considered confidential information. Information shall not be considered confidential if it is already publicly known through no act of the Developer.

13. Return of Source Information
Upon the Client’s acceptance of the Final Version, or upon the cancellation of the project, the Developer shall provide the Client with all copies and originals of the source materials provided to the Developer.

14. Cancellation
In the event of cancellation of this assignment, ownership of all copyrights and any original artwork shall be retained by the Developer, Mitchell Creative Group, LLC or its affiliates, and 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.

15. Ownership and Return of Artwork
The Developer retains ownership of all original artwork, whether preliminary or final. The Client waives the right to challenge the validity of the Developer’s ownership of the art subject to this agreement because of any change or evolution of the law and will return all artwork within thirty (30) days of use.

16. Copy-Protection
The Client must copy-protect all final art which is the subject of this agreement against duplication or alteration.

17. Credit Lines
The Developer shall be given credit in: (a) floppy disk, (b) documentation, (c) packaging, (d) Developer’s mark on art.

18. Alterations
Any electronic alteration of original art (color shift, mirroring, flopping, combination cut and paste, deletion) creating additional art, is prohibited without the express permission of the developer. The Developer will be given first opportunity to make any alterations required. Unauthorized alterations shall constitute additional use and will be billed accordingly.

19. Other Operating Systems Conversions
The Developer shall be given first option at compiling the work for operating systems beyond the original use.

20.  Unauthorized Use and Program Licenses
The Client will indemnify the Developer against all claims and expenses arising from uses for which the Client does not have rights to or authority to use. The Client will be responsible for payment of any special licensing or royalty fees resulting from the use of graphics programs that require such payments.

21.  Warranty of Originality
The Developer/Mitchell Creative Group, LLC or its affiliates warrants and represents that, to the best of his/her knowledge, the work assigned here-under 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 from third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; that the Developer has full authority to make this agreement; and that the work prepared by the Developer 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 Developer’s product which may infringe on the rights of others. Client expressly agrees that it will hold the Developer harmless for all liability caused by the Client’s use of the Developer’s product to the extent such use infringes on the rights of others.

22. Limitation of Liability
Client agrees that it shall not hold the Developer or his/her agents or employees liable for any incidental or consequential damages which arise from the Developer’s failure to perform any aspect of the Project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of the Developer or a third party. Furthermore, the Developer disclaims all implied warranties, including the warranty of merchantability and fitness for a particular use.

23.  Dispute Resolution
Any disputes in excess of maximum limit for small claims court arising out of this Agreement shall be submitted to binding arbitration before the Joint Ethics Committee or 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 costs, reasonable attorney’s tees, and legal interest on any award of judgment in favor of the Developer.

24.  Acceptance of Terms
The signature of both parties shall evidence acceptance of these terms by agreeing to any proposal, estimate, or other communication used to initiate project(s) with Mitchell Creative Group, LLC or its affiliates. Acceptable forms of such agreements include email, fax, or mail of signed documents, emailed communication with agreeing to a particular project, or an emailed communication requesting a particular project. All forms of “acceptance” of terms within.

Website Design
1. Time for Payment
Payment is due at each milestone upon the Client’s acceptance of the Deliverables. All invoices are payable within thirty (30) days of receipt. A 10%monthly service charge is payable on all overdue balances. The grant of any license or right of copyright is conditioned on receipt of full payment.

2.   Default in Payment
The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.

3. Estimates
If this form is used for an estimate or assignment confirmation, the fees and expenses shown are minimum estimates only. Final fees and expenses shall be shown when invoice is rendered. The Client’s approval shall be obtained for any increases in fees or expenses that exceed the original estimate by ten percent (10%) or more.

4.   Expenses
The Client shall reimburse the Developer for all expenses arising from this assignment, including the payment of any sales taxes due on this assignment, and shall advance a determined and agreed upon amount to the Developer for payment of said expenses.

5. Internet Access
Access to Internet will be provided by a separate Internet Service Provider (ISP) to be contracted by the Client and who will not be party to this agreement.

6. Progress Reports
The Developer shall contact or meet with the Client on a mutually acceptable schedule to report all tasks completed, problems encountered, and recommended changes relating to the development and testing of the Website. The Developer shall inform the Client promptly by telephone upon discovery of any event or problem that may delay the development of the work significantly.

7. Developer’s Guarantee for Program Use
The Developer guarantees to notify the Client of any licensing and/orpermissions required for art-generating/driving programs to be used.

8. Changes
The Client shall be responsible for making additional payments for changes in original assignment requested by the Client. However, no additional payment shall be made for changes required to conform to the original assignment description. The Client shall offer the Developer the first opportunity to make any changes.

9. Testing and Acceptance Procedures
The Developer will make every good faith effort to thoroughly test all deliverables and make all necessary corrections as a result of such testing prior to handing over the deliverables to the Client. Upon receipt of the deliverables, the Client shall either accept the deliverable and make the milestone payment set forth or provide the Developer with written notice of any corrections to be made and a suggested date for completion which should be mutually acceptable to both the Developer and the Client. The Developer shall designate their own discretionary contractor(s) as approved by Mitchell Creative Group, LLC or its affiliates management, and the Client shall designate their respective employees or representatives as the only designated persons who will send and accept all deliverables, and receive and make all communications between the Developer and the Client. Neither party shall have any obligation to consider for approval or respond to materials submitted other than through the designated persons listed above. Each party has the right to change its designated person.

10. Website Maintenance
The Developer agrees to provide the Client with reasonable technical support and assistance to maintain and update the Website on the Internet during the Warranty Period of 5 buusiness days at no cost to the Client, or otherwise indicated or outlined or detailed and agreed upon in each separate job proposal. After the expiration of the Warranty Period the Developer/Mitchell Creative Group, LLC or its affiliates agrees to provide the Client with reasonable technical support and assistance at a separate and addditional contracted, agreed upon rate, determined by each specific and separate request/agreement. Maintenance, within warranty period shall include correcting any errors or any failure of the Website to conform to the specifications as originally assumed and/or outlined. Maintenance shall not include the development of enhancements to the originally contracted project. Those additions will be charged additionally.

11.  Enhancements
Under the maintenance agreement if the Client wishes to modify the Website, the Developer shall be given first option to provide a bid perform such enhancements.

12.  Confidential Information
The Developer acknowledges and agrees that the source materials and technical and marketing plans or other sensitive business information, as specified by the Client, including all materials containing said information, which are supplied by the Client to the Developer or developed by the Developer in the course of developing the Website are to be considered confidential information. Information shall not be considered confidential if it is already publicly known through no act of the Developer.

13.  Return of Source Information
Upon the Client’s acceptance of the Final Version, or upon the cancellation of the project, the Developer shall provide the Client with all copies and originals of the source materials provided to the Developer.

14.  Ownership of Copyright
Client acknowledges and agrees that Developer retains all rights to copy right in the subject material.

15.  Ownership and Return of Artwork
The Developer retains ownership of all original artwork, in any media, including digital files, whether preliminary or final. The Client waives the right to challenge the validity of the Developer’s ownership of the art subject to this agreement because o any change or evolution of the law and will return all artwork within thirty (30) days of use.

16.  Cancellation
In the event of cancellation of this assignment, ownership of all copyrights and any original artwork shall be retained by the Developer, and a cancellation fee for work completed, based on the prorated portion of the next payment and expenses already incurred, shall be paid by the Client.

16. Copy-Protection
The Client must copy-protect all final art which is the subject of thisagreement against duplication or alteration.

17. Credit Lines
The Developer shall be given credit on: (a) floppy disk, (b) documentation, (c) packaging, (d) Developer’s mark on art.

18.  Alterations
Any electronic alteration of original art (color shift,mirroring, flopping, combination cut and paste, deletion) creating additional art is prohibited without the express permission of the developer. The Developer will be given first opportunity to make any alterations required. Unauthorized alterations shall constitute additional use and will be billed accordingly.

19.  Other Operating Systems Conversions
The Developer shall be given first option at compiling the work for operating systems beyond the original use.

20.  Unauthorized Use and Program Licenses
The Client will indemnify the Developer against all claims and expenses arising from uses for which the Client does not have rights to or authority to use. The Client will be responsible for payment of any special licensing or royalty fees resulting from the use of graphics programs that require such payments.

21.  Warranty of Originality
The Developer warrants and represents that, to the best of his/her knowledge, the work assigned here-under 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 from third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; that the Developer has full authority to make this agreement; and that the work prepared by the Developer 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 Developer’s product which may infringe on the rights of others. CLIENT EXPRESSLY AGREES THAT IT WILL HOLD THE DEVELOPER HARMLESS FOR ALL LIABILITY CAUSED BY THE CLIENT’s USE OF THE DEVELOPER’S PRODUCT TO THE EXTENT SUCH USE INFRINGES ON THE RIGHTS OF OTHERS.

22.  Limitation of Liability
Client agrees that it shall not hold the Developer or his/her agents or employees liable for any incidental or consequential damages which arisefrom the Developer’s failure to perform any aspect of the Project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of the Developer or a third party. Furthermore, the Developer disclaims all implied warranties, including the warranty of merchantability and fitness for a particular use.

23. Dispute Resolution
Any disputes in excess of maximum limit for small claims court arising out of this Agreement shall be submitted to binding arbitration before the Joint Ethics Committee or 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 costs, reasonable attorney’s fees, and legal interest on any award of judgment in favor of the Developer.

24.  Acceptance of Terms
The signature of both parties shall evidence acceptance of these terms by agreeing to any proposal, estimate, or other communication used to initiate project(s) with Mitchell Creative Group, LLC or its affiliates. Acceptable forms of such agreements include email, fax, or mail of signed documents, emailed communication with agreeing to a particular project, or an emailed communication requesting a particular project. All forms of “acceptance” of terms within.

Developing/Site Design/Web
1. Time for Payment
Payment is due at each milestone upon the Client’s acceptance of the Deliverables. All invoices are payable within thirty (30) days of receipt. A 10%monthly service charge is payable on all overdue balances. The grant of any license or right of copyright is conditioned on receipt of full payment.

2.   Default in Payment
The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.

3. Estimates
If this form is used for an estimate or assignment confirmation, the fees and expenses shown are minimum estimates only. Final fees and expenses shall be shown when invoice is rendered. The Client’s approval shall be obtained for any increases in fees or expenses that exceed the original estimate by ten percent (10%) or more.

4.   Expenses
The Client shall reimburse the Developer for all expenses arising from this assignment, including the payment of any sales taxes due on this assignment, and shall advance a determined and agreed upon amount to the Developer for payment of said expenses.

5. Internet Access
Access to Internet will be provided by a separate Internet Service Provider (ISP) to be contracted by the Client and who will not be party to this agreement.

6. Progress Reports
The Developer shall contact or meet with the Client on a mutually acceptable schedule to report all tasks completed, problems encountered, and recommended changes relating to the development and testing of the Website. The Developer shall inform the Client promptly by telephone upon discovery of any event or problem that may delay the development of the work significantly.

7. Developer’s Guarantee for Program Use
The Developer guarantees to notify the Client of any licensing and/orpermissions required for art-generating/driving programs to be used.

8. Changes
The Client shall be responsible for making additional payments for changes in original assignment requested by the Client. However, no additional payment shall be made for changes required to conform to the original assignment description. The Client shall offer the Developer the first opportunity to make any changes.

9. Testing and Acceptance Procedures
The Developer will make every good faith effort to thoroughly test all deliverables and make all necessary corrections as a result of such testing prior to handing over the deliverables to the Client. Upon receipt of the deliverables, the Client shall either accept the deliverable and make the milestone payment set forth or provide the Developer with written notice of any corrections to be made and a suggested date for completion which should be mutually acceptable to both the Developer and the Client. The Developer shall designate their own discretionary contractor(s) as approved by Mitchell Creative Group, LLC or its affiliates management, and the Client shall designate their respective employees or representatives as the only designated persons who will send and accept all deliverables, and receive and make all communications between the Developer and the Client. Neither party shall have any obligation to consider for approval or respond to materials submitted other than through the designated persons listed above. Each party has the right to change its designated person.

10. Website Maintenance
The Developer agrees to provide the Client with reasonable technical support and assistance to maintain and update the Website on the Internet during the Warranty Period of 5 buusiness days at no cost to the Client, or otherwise indicated or outlined or detailed and agreed upon in each separate job proposal. After the expiration of the Warranty Period the Developer/Mitchell Creative Group, LLC or its affiliates agrees to provide the Client with reasonable technical support and assistance at a separate and addditional contracted, agreed upon rate, determined by each specific and separate request/agreement. Maintenance, within warranty period shall include correcting any errors or any failure of the Website to conform to the specifications as originally assumed and/or outlined. Maintenance shall not include the development of enhancements to the originally contracted project. Those additions will be charged additionally.

11.  Enhancements
Under the maintenance agreement if the Client wishes to modify the Website, the Developer shall be given first option to provide a bid perform such enhancements.

12.  Confidential Information
The Developer acknowledges and agrees that the source materials and technical and marketing plans or other sensitive business information, as specified by the Client, including all materials containing said information, which are supplied by the Client to the Developer or developed by the Developer in the course of developing the Website are to be considered confidential information. Information shall not be considered confidential if it is already publicly known through no act of the Developer.

13.  Return of Source Information
Upon the Client’s acceptance of the Final Version, or upon the cancellation of the project, the Developer shall provide the Client with all copies and originals of the source materials provided to the Developer.

14.  Ownership of Copyright
Client acknowledges and agrees that Developer retains all rights to copy right in the subject material.

15.  Ownership and Return of Artwork
The Developer retains ownership of all original artwork, in any media, including digital files, whether preliminary or final. The Client waives the right to challenge the validity of the Developer’s ownership of the art subject to this agreement because o any change or evolution of the law and will return all artwork within thirty (30) days of use.

16.  Cancellation
In the event of cancellation of this assignment, ownership of all copyrights and any original artwork shall be retained by the Developer, and a cancellation fee for work completed, based on the prorated portion of the next payment and expenses already incurred, shall be paid by the Client.

16. Copy-Protection
The Client must copy-protect all final art which is the subject of thisagreement against duplication or alteration.

17. Credit Lines
The Developer shall be given credit on: (a) floppy disk, (b) documentation, (c) packaging, (d) Developer’s mark on art.

18.  Alterations
Any electronic alteration of original art (color shift,mirroring, flopping, combination cut and paste, deletion) creating additional art is prohibited without the express permission of the developer. The Developer will be given first opportunity to make any alterations required. Unauthorized alterations shall constitute additional use and will be billed accordingly.

19.  Other Operating Systems Conversions
The Developer shall be given first option at compiling the work for operating systems beyond the original use.

20.  Unauthorized Use and Program Licenses
The Client will indemnify the Developer against all claims and expenses arising from uses for which the Client does not have rights to or authority to use. The Client will be responsible for payment of any special licensing or royalty fees resulting from the use of graphics programs that require such payments.

21.  Warranty of Originality
The Developer warrants and represents that, to the best of his/her knowledge, the work assigned here-under 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 from third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; that the Developer has full authority to make this agreement; and that the work prepared by the Developer 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 Developer’s product which may infringe on the rights of others. CLIENT EXPRESSLY AGREES THAT IT WILL HOLD THE DEVELOPER HARMLESS FOR ALL LIABILITY CAUSED BY THE CLIENT’s USE OF THE DEVELOPER’S PRODUCT TO THE EXTENT SUCH USE INFRINGES ON THE RIGHTS OF OTHERS.

22.  Limitation of Liability
Client agrees that it shall not hold the Developer or his/her agents or employees liable for any incidental or consequential damages which arisefrom the Developer’s failure to perform any aspect of the Project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of the Developer or a third party. Furthermore, the Developer disclaims all implied warranties, including the warranty of merchantability and fitness for a particular use.

23. Dispute Resolution
Any disputes in excess of maximum limit for small claims court arising out of this Agreement shall be submitted to binding arbitration before the Joint Ethics Committee or 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 costs, reasonable attorney’s fees, and legal interest on any award of judgment in favor of the Developer.

24.  Acceptance of Terms
The signature of both parties shall evidence acceptance of these terms by agreeing to any proposal, estimate, or other communication used to initiate project(s) with Mitchell Creative Group, LLC or its affiliates. Acceptable forms of such agreements include email, fax, or mail of signed documents, emailed communication with agreeing to a particular project, or an emailed communication requesting a particular project. All forms of “acceptance” of terms within

The Joint Ethics Committee Code of Fair Practice
In 1945 a group of artists and art directors in New YorkCity, concerned with growing abuses and misunderstandings—as well as with an increasing disregard—of uniform standards of conduct, met to consider possibilities for improvement. They realized that any efforts must have the most widespread backing and, further, that it must be a continuing, not a temporary, activity. On their recommendation, three leading New York art organizations together established and financed a committee known as the Joint Ethics Committee, which wrote and published a Code of Fair Practice for the graphic communication industry in 1948. In 1989 the committee revised the code.

Formulated in 1948, the Code was conceived to promote equity for those engaged in creating, selling, buying, and using graphic arts. The Code has been used successfully since its formulation by thousands of industry professionals to establish equitable relationships in the practices of selling and buying art. The word “artist” should be understood to include creative people in the field of visual communications such as illustration, graphic design, photography, film, and television. This code provides the graphic communications industry with an accepted standard of ethics and professional conduct. It presents guidelines for the voluntary conduct of persons in the industry which may be modified by written agreement between the parties. Each artist individually should decide whether to enter art contests or design competitions, provide free services, work on speculation, or work on a contingent basis. Each artist should decide independently how to price his or her work.

Article 1. Negotiations between an artist or the artist’s representative and a client should be conducted only through an authorized buyer.
Article 2. Orders or agreements between an artist or artist’s representative and buyer should be in writing and shall include the specific rights which are being transferred, the specific fee arrangement agreed to by the parties, delivery date, and a summarized description of the work.
Article 3. All changes or additions not due to the fault of the artist or artist’s representative should be billed to the buyer as an additional and separate charge.
Article 4. There should be no charges to the buyer for revisions or retakes made necessary by errors on the part of the artist or the artist’s representative.
Article 5. If work commissioned by a buyer is postponed or cancelled, a “kill-fee” should be negotiated based on time allotted, effort expended and expenses incurred.
Article 6. Completed work shall be paid for in full and the artwork shall be returned promptly to the artist.
Article 7. Alterations shall not be made without consulting the artist. Where alterations or retakes are necessary, the artist shall be given the opportunity of making such changes.
Article 8. The artist shall notify the buyer of any anticipated delay in delivery. Should the artist fail to keep the contract through unreasonable delay or nonconformance with agreed specifications, it will be considered a breach of contract by the artist.
Article 9. *
Article 10. There shall be no undisclosed rebates, discounts, gifts, or bonuses requested by or given to buyers by the artist or representative.
Article 11. Artwork and copyright ownership are vested in the hands of the artist.
Article 12. Original artwork remains the property of the artist unless it is specifically purchased. It is distinct from the purchase of any reproduction rights.† All transactions shall be in writing.
Article 13. In case of copyright transfers, only specified rights are transferred. All unspecified rights remain vested with the artist. All transactions shall be in writing.
Article 14. Commissioned artwork is not to be considered as “work for hire.”
Article 15. When the price of work is based on limited use and later such work is used more extensively, the artist shall receive additional payment.
Article 16. If exploratory work, comprehensives, or preliminary photographs from an assignment are subsequently used for reproduction, the artist’s prior permission shall be secured and the artist shall receive fair additional payment.
Article 17. If exploratory work, comprehensives, or photographs are bought from an artist with the intention or possibility that another artist will be assigned to do the finished work, this shall be in writing at the time of placing the order.
Article 18. If no transfer of copyright ownership has been executed, the publisher of any reproduction of artwork shall publish the artist’s copyright notice if the artist so requests at the time of agreement.†
Article 19. The right to remove the artist’s name on published artwork is subject to agreement between artist and buyer.
Article 20. There shall be no plagiarism of any artwork.
Article 21. If an artist is specifically requested to produce any artwork during unreasonable working hours, fair additional remuneration shall be paid.
Article 22. All artwork or photography submitted as samples to a buyer should bear the name of the artist or artists responsible for the work. An artist shall not claim authorship of another’s work.
Article 23. All companies and their employees who receive artist portfolios, samples, etc. shall be responsible for the return of the portfolio to the artist in the same condition as received.
Article 24. An artist entering into an agreement with a representative, studio, or production company for an exclusive representation shall not accept an order from nor permit work to be shown by any other representative or studio. Any agreement which is not intended to be exclusive should set forth the exact restrictions agreed upon between the parties.
Article 25. No representative should continue to show an artist’s samples after the termination of an association.
Article 26. After termination of an association ‘ between artist and representative, the representative should be entitled to a commission for a period of six months on accounts which the representative has secured, unless otherwise specified by contract.
Article 27. Examples of an artist’s work furnished to a representative or submitted to a prospective buyer shall remain the property of the artist, should not be duplicated without the artist’s consent and shall be returned promptly to the artist in good condition.
Article 28. *
Article 29. Interpretation of the Code for the purposes of mediation and arbitration shall be in the hands of the Joint Ethics Committee and is subject to changes and additions at the discretion of the parent organizations through their appointed representatives on the Committee. Submitting to mediation and arbitration under the auspices of the Joint Ethics Committee is voluntary and requires the consent of all parties to the dispute.
Article 30. Work on speculation: contests The artist should be alert to potential exploitation by prospective clients who ask the artist to submit work without any assurance of payment, either as “work on speculation” or in the form of a “contest” under improper circumstances. Specifically:
(i) The artist should be alert to parties who solicit work on speculation or who sponsor contests but have no intention of actually paying for any artist’s services, and instead intend to sample work submitted by various artists at no cost for the purpose of misappropriating them for their own use or for the purpose of using them as a basis of comparison against work being performed by another artists.
(ii) The artist should be alert to parties who engage in false advertising, especially in connection with contests. Artists may be encouraged to create and submit work on the expectation that a winner will be chosen and awarded a prize, when in fact there may be no winner and no prize.
(iii) The artist should be alert to parties who solicit work on speculation or sponsor contests and do not return the artist’s work, or who require the artist to pay in order to have the work returned, without disclosing this in advance.
(iv) The artist shouldbe alert to violations of the federal copyright laws. If an artist is asked to create and submit work, and that work is stolen or copied without permission and with no compensation to the artist, this can amount to copyright infringement.
(v) The artist may be able to protect against abuses of this kind by entering into an agreement with the other party prior to or at the time of submitting any work explicitly addressing these issues. The terms are up to the artist and the other party, ofcourse. Each artist should decide individually whether to enter contests or design competitions, provide free services, work on speculation, or work on a contingent basis. These practices are not at variance with the Code, but the artist is entitled to determine in advance whether full disclosure is being made as to the purpose for which the competition is being held, the likelihood of being selected, the prospects for remuneration, the use to which the works will be put, the persons to whom the works will be shown, arrangements for return of the work, the ownership of all copyrights, and other material features of the solicitation. Moreover, each artist should independently decide how to price his or her work.
* Articles 9 and 28 have been deleted from this publication and are replaced by Article 30.
† Artwork ownership, copyright ownership, and ownership and rights transferred after January l, 1978, are to be in compliance with the Federal Copyright Revision Act of 1976.
Copyright 1995 by The Joint Ethics Committee, Post Office Box Number 179, Grand Central Station, New York, NY 10017.
Content License Agreement
This agreement governs the terms by which members, clients, associates, contractors, or any affilaites of Mitchell Creative Group, LLC (MCG) including Mitchell Creative, a division of Mitchell Creative Group, LLC, or any other related MCG company, obtain the right to use layout ideas, concepts, stock photography, illustrations, animations, video, and other media content provided by members of the Mitchell Creative Group, LLC .com community through the web site located at www.mitchellcreativegroupcom, or www.weblivenow.com. This Content License Agreement is in addition to the Terms of Use applicable to the Site and that all persons providing content to, or downloading content from the Site have previously entered into.
By responding to any contract emailed, faxed, or otherwise communicated with “I Agree” or otherwise signifying your acceptance, you accept this Agreement either for yourself or on behalf of your employer or the entity that is identified as the member account holder, and agree to be bound by its provisions. If you are accepting on behalf of your employer or the entity that is the member account holder, you represent and warrant that you have full legal authority to bind your employer or such other entity. If you do not have such authority or you do not accept or agree with these terms, do not accept the Agreement.
Within any Agreement: (i) “you” or the “Client” means you or, if you are accepting on behalf of your employer or member account entity, then “you” means that employer or entity and affiliates; (ii) “Mitchell Creative Group, LLC ” or “we” means Mitchell Creative Group, LLC, operator of the Site; and (iii) “Content” means any photographic image, illustration, animation, Flash file, film or video footage, visual representation generated optically, electronically, digitally or by any other means or in any media or other material that you are downloading, or copying from the Site, together with any accompanying material.
Standard License Terms:
All projects rendered under contract by MCG, or its affiliates are delivered with a standard contract provision of one-time use, unless otherwise stated and agreed upon by both parties. Specific, and strict authorization of use must be granted by Mitchell Creative Group, LLC, MItchell Creative, or any of its affiliates if unlimited, or more than one-time use is to be assumed. Standard License Terms will grant to you a perpetual, non-exclusive, non-transferable worldwide license to use the Content for the Permitted Uses (as outlined within each separate and specific proposal or agreement, as well as listed below). All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by Mitchell Creative Group, LLC or the supplier of the Content, as the case may be.

Permitted Standard License Uses:
You may only use the Content for advertising, promotional and other specified purposes which are Permitted Uses (as defined in each specific agreement, contract or otherwise), may be used one single time as outlined in the original and binding agreement. You may not use any of the Content, design, or ideas in products for resale, license or other distribution, or other promotional, advertising, or other uses unless the proposed use is allowable under an Extended License, which can be made available in writing and agreed upon by both parties, and typically at additional costs. Any use of the Content that is not a Permitted Use shall constitute infringement of copyright, and protected by international, and U.S. Copyright laws.
Subject to the restrictions described under Prohibited Uses below, the following are “Permitted Uses” of Content:
1. advertising and promotional projects, including printed materials, product packaging, presentations, film and video presentations, commercials, catalogues, brochures, promotional greeting cards and promotional postcards (ie. not for resale or license);
2. entertainment applications, such as books and book covers, magazines, newspapers, editorials, newsletters, and video, broadcast and theatrical presentations;
3. on–line or electronic publications, including web pages to a maximum of 800 x 600 pixels;
4. prints, posters (i.e. a hardcopy) and other reproductions for personal use or promotional purposes specified in (1) above, but not for resale, license or other distribution; and
5. any other uses approved in writing by Mitchell Creative Group, LLC .
If there is any doubt that a proposed use is a Permitted Use, you should contact Mitchell Creative Group, LLC for guidance.
Standard License Prohibitions
You may not do anything with the Content that is not expressly permitted in the preceding section or permitted by an Extended License. For greater certainty, the following are “Prohibited Uses” and you may not:
1. use the Content in design template applications intended for resale, whether on-line or not, including, without limitation, website templates, Flash templates, business card templates, electronic greeting card templates, and brochure design templates;
2. use or display the Content on websites or other venues designed to induce or involving the sale, license or other distribution of “on demand” products, including postcards, mugs, t-shirts, posters and other items.
3. use the Content in any posters (printed on paper, canvas or any other media) or other items for resale, license or other distribution for profit;
4. use any of the Content as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo;
5. incorporate the Content in any product that results in a re-distribution or re-use of the Content (such as electronic greeting card web sites, web templates and the like) or is otherwise made available in a manner such that a person can extract or access or reproduce the Content as an electronic file;
6. use the Content in a fashion that is considered by Mitchell Creative Group, LLC (acting reasonably) as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Content into disrepute;
7. use or display any Content that features a model or person in a manner that (i) would lead a reasonable person to think that such person uses or personally endorses any business, product, service, cause, association or other endeavour; or (ii) that depicts such person in a potentially sensitive subject matter, including, but not limited to mental and physical health issues, social issues, sexual or implied sexual activity or preferences, substance abuse, crime, physical or mental abuse or ailments, or any other subject matter that would be reasonably likely to be offensive or unflattering to any person reflected in the Content;
8. to the extent that source code is contained within the Content, reverse engineer, decompile, or disassemble any part of such source code;
9. remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Content;
10. sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement;
11. install and use the Content in more than one location at a time or post a copy of the Content on a network server or web server for use by other users;
12. use or display the Content in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement;
13. use the Content for editorial purposes without including the following credit adjacent to the Content: “©Mitchell Creative Group, LLC .com/Artist’s Member Name]; or
14. either individually or in combination with others, reproduce the Content, or an element of the Content, in excess of 500,000 times without obtaining an Extended License, in which event you shall be required to pay an additional royalty fee equal to US $0.01 for each reproduction which is in excess of 500,000 reproductions. This additional royalty does not apply to advertisements in magazines, newspapers or websites or to broadcast by television, web-cast or theatrical production.

Limited Representations and Warranties
This site acts as an exchange of Content between those who provide Content to the Site and those who wish to use such Content as well as with any project assigned to Mitchell Creative Group, LLC, or its affilates. Mitchell Creative Group, LLC grants no rights and makes no warranties regarding the use of names, people, trademarks, trade dress, patented or copyrighted designs or works of art or architecture or other forms of intellectual property represented in any Content. While we have made reasonable efforts to correctly categorize and keyword the Content, Mitchell Creative Group, LLC does not warrant the accuracy of such information.
THE CONTENT IS PROVIDED “AS IS” WITHOUT REPESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. Mitchell Creative Group, LLC DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT Mitchell Creative Group, LLC ) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS.
IN PARTICULAR AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IF YOU ARE DOWNLOADING CONTENT THAT IS IN A FLASH FORMAT OR FILE (WHETHER .SWF OR OTHERWISE) Mitchell Creative Group, LLC MAKES NO REPRESENTATION OR WARRANTY RESPECTING SUCH CONTENT WHATSOEVER, WHETHER AS TO OWNERSHIP, TECHNICAL OR LEGAL COMPLIANCE, OR OTHERWISE.

Limitation of Warranties and Liability
IN NO EVENT SHALL Mitchell Creative Group, LLC OR ANY OF ITS AFFILIATES OR CONTENT PROVIDERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

You agree to indemnify, defend and hold Mitchell Creative Group, LLC , its affiliates, its Content providers and their respective directors, officers, employees, shareholders, partners and agents (collectively, the “Mitchell Creative Group, LLC Parties”) harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any Mitchell Creative Group, LLC Party as a result of or in connection with any breach by you or anyone acting on your behalf of any of the terms of this Agreement. You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the terms of the Membership Agreement and Terms of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them. Mitchell Creative Group, LLC ’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. This Agreement is personal to you and is not assignable by you without Mitchell Creative Group, LLC ’s prior written consent. Mitchell Creative Group, LLC may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.

You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Content, pursuant to this Agreement.
Contact

If you have concerns relating to this Agreement, please contact Mitchell Creative Group, LLC at [email protected] or via phone at (508)494-8182 or (508)581-9565.
Acknowledgement
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF Mitchell Creative Group, LLC AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND Mitchell Creative Group, LLC , WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND Mitchell Creative Group, LLC RELATING TO THE SUBJECT OF THIS AGREEMENT.

Copyright Protection
Each reproduction or work in which MCG content appears must be copyright protected. Editorial use of the content must bear the credit line “© Mitchell Creative Group, LLC ” You agree to provide statutory copyright protection of the content by registering the work you created or the work in which the content appears in a timely manner.

Payment Terms
No rights are granted until full payment for the content is received. Payment may be made with a credit card or through wire transfer, check, or PayPal. Any disputes concerning the invoice must be submitted in writing within five (5) days of the invoice date, or you shall be deemed to have accepted this invoice as issued. This invoice must be paid on the sooner of ten (10) days of its net due date, without any discounts, or prior to the publication of any content. You agree to pay MCG a service charge of 2% per month on any unpaid balance.

Arbitration
A material part of our policies is this agreement to arbitrate any disputes. Any and all disputes relating to this Agreement, with the exception of copyright, including its validity, interpretation, performance, breach or other matter shall be settled by arbitration in Massachusetts pursuant to the rules of the American Arbitration Association. Judgment upon any award rendered may be entered in the highest court having jurisdiction. The Laws of the Commonwealth of Massachusetts shall govern the interpretation of this Agreement. You agree the arbitrators have full authority to award costs of the arbitration including legal fees, plus legal interest on any award.

Legal Costs and Jurisdiction
In the event that either a court of competent jurisdiction directs us to go to court, or the matter involves copyright, you agree to fully reimburse MCG for its reasonable legal fees and disbursements if MCG is successful in the suit.
The above terms are governed by Article 2 of the Uniform Commercial Code.

Basic per-project MSA
TERMS: This agreement is specific to this specific outlined project, between ____(client) and Mitchell Creative Group, LLC. Upon agreeing to the terms of this project as outlined in this proposal and/or estimate, and officially assigning the project to Mitchell Creative Group, LLC (MCG), the project will be committed to and completed with best efforts in full by MCG until reasonable completion or upon termination as agreed upon by both parties. Upon final payment, or committed acceptance and submission to payment of invoice this agreement provides that MCG will deliver file(s) as outlined in proposal, and release all reasonable creative rights and ownership of this project to client for specific usage as outlined in the terms of the initial estimate, allowing them to fully own, use, distribute or otherwise at their discretion, which includes additional distribution through their affiliates, clients, or otherwise. This only includes the original, approved final works and all related content within (text, data, graphics, and design) as well as file type agreed upon in the estimate or outline. Additional versions, variations, edits, file types, and newly committed components affiliated with this project not itemized in this proposal may cost additional, as agreed upon initially by both parties. MCG agrees to all client non-disclosure policies, with reasonable and best intentions to protect client’s intellectual property. MCG reserves the right to original authoring title of content (to maintain named original creating author) and usage of all material as only for example, sample use, portfolio, or self promotion— but will not be used for any other client project in any capacity. Copyright of this project, particularly the graphics, and graphic design, and all related custom creative works belong to Mitchell Creative Group, LLC and cannot be duplicated or copied in part or in full, unless agreed upon in writing by MCG. Not to include original content provided by client, which owns that copyright exclusively.

© Mitchell Creative Group, LLC 2003-2014. All rights reserved.

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