TERMS OF SERVICE

“The Client” refers to person or persons to whom design services are provided.

“The Designer” refers to Manifest Creative Co.

Individually referred to as “The Party”, and collectively as “The Parties”.

Description of the Services. The Designer will provide its services in a professional and timely manner. The Parties may modify the scope of the Services at any time by including desired changes in writing that explain the changes. Such change order(s) shall become effective when signed and dated by both parties.

The Client will provide the Designer with any requested documents and information necessary for the completion of the Client’s project (content, questionnaires, images, etc.) on time to ensure the project progresses as agreed. 

Third-party services (domain host, payment processor, email marketing) are the responsibility of the Client to procure. The Client agrees to grant the Designer temporary access to third-party platforms to connect third-party services to the Client's website. 

INVESTMENT. The Designer’s services are non-refundable.

THE CLIENT’S RIGHTS. The Client will own all proprietary information as included in the Services. 

CONFIDENTIALITY. The Designer and the Client will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Designer or the Client or divulge, disclose, or communicate in any manner any information that is proprietary to the Designer or the Client (e.g., trade secrets, know-how, and confidential information). The Designer and the Client will protect and treat such information as strictly confidential. This provision shall continue to be effective after the termination of the Client’s Project.

INDEPENDENT CONTRACTOR. The Designer is an independent contractor in terms of its relationship to the Client. The Designer shall not be deemed for any purpose to be an employee of the Client. The Client shall not be responsible to the Designer or any governing body for any payroll taxes related to the performance of the Services.

PROMOTION. The Client agrees to allow the Designer to use branding, logo, website, or course design images prepared for the Client to promote the Designer's business (i.e., showcasing previous client work). 

WARRANTY. The Client represents and warrants to the Designer that the Client owns (or has a legal license to use) all photos, text, artwork, graphics, designs, trademarks, and other materials provided by the Client for inclusion in the branding & website, and that the Client has obtained all waivers, authorizations, and other documentation that may be appropriate to evidence such. The Client shall indemnify and hold the Designer harmless from all losses and claims, including attorney's fees and legal expenses, that may result because of claims by third parties related to such materials.

DISCLAIMER OF WARRANTIES. Except as expressly outlined here, the Parties hereby specifically disclaim any representations or warranties, express or implied, regarding the services, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of performance.

LIMITATION OF LIABILITY. Under no circumstances shall either Party be liable to the other Party or any third-party for indirect, incidental, consequential, special, or exemplary damages (even if that Party has been advised of the possibility of such damages) arising from any provision of this agreement such as, but not limited to, loss of revenue or anticipated profit or lost business, costs of delay or failure of delivery, or liabilities to third parties arising from any source.

INDEMNITY. Each Party agrees to defend, indemnify, and hold harmless the other Party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third-party claims, demands, liabilities, costs, and expenses, including reasonable attorney's fees, costs and expenses resulting from the indemnifying Party's material breach of any duty, representation, or warranty under this Agreement.

ASSIGNMENT. This Agreement is not assignable, in whole or in part, by either Party without the prior written consent of the other Party. Any attempt to make such an assignment shall be void.

ATTORNEY'S FEES. In any legal action between the Parties concerning this Agreement, the prevailing Party shall be entitled to recover reasonable attorney's fees and costs.

TERMINATION. This Agreement shall terminate automatically upon the completion of the Services described herein. 

TERMINATION ON DEFAULT. If a Party defaults by failing to substantially perform any provision, term, or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other Party may terminate this Agreement by providing written notice to the defaulting Party. The notice shall describe with sufficient detail the nature of the default. The Party in default shall have 14 business days from the effective date of such notice to cure the default(s). Unless waived by the Party providing the notice, the failure to cure the default(s) within such time period shall nullify this Agreement.

SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed to best effectuate the original intent and purpose of this Agreement.

GOVERNING LAW/FORUM. This Agreement shall be construed in accordance with the internal laws of the State of Minnesota without regard to conflict of laws rules. The venue shall be a court of competent jurisdiction in the State of Minnesota, and both Parties expressly consent to jurisdiction in such courts.

COMPLETE CONTRACT /AMENDMENT. This Agreement supersedes all prior agreements and understandings between the Parties for the performance of the Services and constitutes the complete Agreement and understanding between the Parties. The Parties may amend this Agreement in a written document signed by both Parties.

Manifest Creative Co.

Victoria, Minnesota USA

hello@manifestcreativeco.com