Graphic Design Terms
Last updated: Apr 5, 2023
Please read these Graphic Design Terms carefully before using Our Services.
Interpretation and Definitions
Interpretation
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
Definitions
For the purposes of these Graphic Design Terms:
Agreement (also referred as "Terms") mean these Graphic Design Terms that form the entire agreement between You and PrintGiant regarding the use of the Service.
Client Content means all materials, information, factual, promotional, or other advertising claims, photography, writings and other creative content provided or required byYou for use in the preparation of and/or incorpofration in the Deliverables.
Copyrights means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under U.S. Copyright Law.
Designer (referred to as either "PrintGiant", "We", "Us", or "Our" in this Agreement) refers to PrintGiant, LLC 600 17th St. Suite 2800 Denver, CO 80202
Deliverables means the services and work product specified in the Order to be delivered by Designer to You, in the form and media specified in the Order.
Designer Tools means all design tools developed and/or utilized by Designer in performing the Services, including without limitation pre-existing and newly developed software including source code, Web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as Website design, architecture, layout, navigational and functional elements.
Final Deliverables means the final version of Deliverable provided by Designer and accepted by You.
Final Works means all creative content developed by Designer, or commissioned by Designer, exclusively for the Project and incorporated in the Final Deliverables, including, but not limited to, any and all visual elements, graphic design, illustration, photography, animation, motion design, audio-visual works, sounds, typographic treatments and text, modifications to Client Content, and Designer’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials.
Orders mean a request by You to purchase Services from Us.
Preliminary Works means all creative content including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by Designer and 36 Basic Terms and Conditions which may or may not be shown and or delivered to Client for consideration but do not form part of the Final Works.
Project means the scope and purpose of Your identified usage of the work product as described in the Order.
Services means all services and the work product to be provided to You by Designer as described and otherwise further defined in the Order.
Site refers to the Website.
Third party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustrations.
Trademarks means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of Client.
Website refers to PrintGiant, accessible from https://www.printgiant.com
Working Files means all underlying work product and digital files utilized by Designer to create teh Preliminary Works and Final Works other than the format comprising the Final Deliverables.
You means the individual access or using the Site, or PrintGiant, or other legal entity on behanlf of which such individual is accessing or using the Site and Our Services, as applicable.
Acknowledgement
These are the Graphic Design Terms governing the use of this Site and Our Services and the agreement that operates between You and PrintGiant. These Graphic Design Terms set out the rights and obligations of all users regarding the use of this Site and Our Services.
Your access to and use of the Site is conditioned on Your acceptance of and compliance with these Graphic Design Terms. These Graphic Design Terms apply to all visitors, users and others who access or use the Site and Our Services.
By accessing or using the Site You agree to be bound by these Graphic Design Terms. If You disagree with any part of these Graphic Design Terms then You may not access the Site.
You represent that you are over the age of 18. PrintGiant does not permit those under 18 to use the Site.
Your access to and use of the Site is also conditioned on Your acceptance of and compliance with the Terms & Conditions and Privacy Policy of PrintGiant. Please read Our Terms & Conditions and Privacy Policy carefully before using Our Site.
Fees and Charges
Fees
Due to the nature of Our design and print workflow operations, ALL Orders must be prepaid in full. Graphic Design Projects include one original design and up to three revision rounds. We cannot be responsible for concept revisions, extensive alterations, or a switch in scope which You introduce or which may make it difficult to achieve an agreeable final design within the revisions permitted by by our Graphic Design Terms. For any additional revisions beyond the original three, or outside the original scope, you will be charged a Simple Revision Fee.
Additional Revisions
For any addiitonal revisions beyond the original three provided with the Project, You will be billed $30 per revision round. Additional revision rounds must be prepaid.
Project Cancellation
You may put a Project on hold once, at any time for up to 10 days or cancel your project at any time. If you do not reengage a project within 10 days of placing it on hold, the project will be automatically cancelled.
If a Project is cancelled, we will provide credit cor the cost minus the following cancellation fees:
If a Project is cancelled:
- After deactivation of the "cancel order" button on the Site - 25% of the design cost
- After the initial design has been submitted - 75% of the design cost
- After providing revisions - 100% of the design cost
Your Responsibilities
You acknowledge that You shall be responsible for performing the following in a reasonable and timely manner:
(a) coordination of any decision-making with parties other than the Designer; (b) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Order; (c) final proofreading and in the event that You have approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, You shall incur the cost of correcting such errors ; and (d) ensuring that all information and claims comprising Client Content are accurate, legal and conform to applicable standards in Your industry.
Attribution/Promotions
Designer retains the right to reproduce, publish and display the Final Works, Deliverables, and Preliminary Works, to the extent they do not contain Client’s Confidential Information, in Designer’s portfolios and Websites, and in galleries, design 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 professional materials, and, if not expressly objected to, include a link to the other party’s Website.
Confidential Information
For purposes of this Agreement, the term "Confidential Information" means non-public or proprietary information, including, without limitation, information relating to current or future business, products and services, research, images, development, design details and specifications, and marketing plans.
During the course of the Project, you may disclose certain confidential or proprietary technical and business information and materials. We agree to hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform Our obligations under the Project, except as may be required by a court or government authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of Us, or is otherwise properly received from a third party without an obligation of confidentiality.
During the course of our relationship, We may similarly disclose to You our Confidential Information. You agree to hold in confidence and not disclose to any third party any of our Confidential Information, except as approved or directed in writing by Us, and will use Our Confidential Information for no purpose, except as permitted by this Agreement. You will limit access to our Confidential Information to only those employees, officers, directors, contractors, representatives and agents to whom it is necessary to disclose Our Confidential Information. You will be responsible to you for any breach of this provision by your employees, officers, directors, contractors, representatives and agents.
Relationship of the Parties
Independent Cotractor
Designer is an independent contractor, not an employee of Your or any company affiliated with You. Designer shall provide the Services under the general direction of You, but Designer shall determine, in Designer’s sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. All rights, if any, granted to You are contractual in nature and are wholly defined by the express written agreement of the parties and the various Graphic Design Terms of this Agreement.
Design Agents
Designer shall be permitted to engage and/or use third party designers or other service providers as independent contractors in connection with the Services ("Design Agents"). Designer shall remain fully responsible for such Design Agents’ compliance with the various Graphic Design Terms of this Agreement.
Rights in the Final Deliverables
Final Works
Upon completion of the Services, and expressly conditioned upon full payment of all fees and costs due, Designer hereby grants to You the exclusive, perpetual and worldwide right and license to use, reproduce and display the Final Works solely in connection with the Project as defined in the Order. Any additional uses will require separate pricing. All other rights, including Copyrights, are reserved by Designer.
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.
Trademarks
Upon completion of the Services, and expressly conditioned upon full payment of all fees and costs due, Designer assigns to You all of Designer’s rights, including trademark and Copyright, in and to Trademarks created by Designer. Designer shall cooperate with You and shall execute any additional documents reasonably requested by You to evidence such assignment. You shall have sole responsibility for ensuring that Trademarks do not infringe the rights of third parties, and You shall indemnify, save and hold harmless Designer from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party alleging trademark infringement, or arising out of Your failure to obtain trademark clearance or permissions, for use of Trademarks.
Client Content
Client Content, including pre-existing Trademarks, shall remain Your sole property or Your respective suppliers, and You or Your suppliers shall be the sole owner of all trademark, trade secrets, patents, Copyrights, and other rights in connection therewith. You hereby grant to Designer a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Designer’s performance of the Services and promotional uses of the Deliverables as authorized in this Agreement.
Third Party Materials
Intellectual property rights in Third Party Materials shall be owned by the respective third parties. Designer shall inform You of all Third Party Materials to be procured by Designer that You may need to license at Your own expense, and unless otherwise arranged by You, Designer shall obtain a license for You to use the Third Party Materials consistent with the usage rights granted herein. You shall indemnify, save and hold harmless Designer from any and all damages, liabilities, costs,losses or expenses arising out of any claim, demand, or action by a third party arising out of Your failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the Final Works at Your request.
Rights Reserved to Designer
Preliminary Works/Working Files
Designer retains all proprietary rights, including property ownership, intellectual property rights and Copyrights, in and to all Preliminary Works and Working Files, and You shall return to Designer all Preliminary Works and Working Files in Your possession within thirty (15) days of completion of the Services.
Original Artwork
Designer retains property ownership in any physically tangible original artwork comprising Final Works, including all rights to display or sell such artwork. You shall return all original artwork to Designer within thirty (30) days of completion of the Services.
Designer Tools
Designer Tools and all intellectual property rights therein, including Copyrights, shall be owned solely by Designer. Designer hereby grants to You a nonexclusive, nontransferable (other than the right to sublicense such uses to Your publisher, Web hosting or Internet service providers), perpetual, worldwide license to use the Designer Tools solely with the Final Deliverables for the Project. You may not directly or indirectly, in any form or manner, decompile, reverse engineer, or otherwise disassemble or modify any Designer Tools comprising software or technology.
Warranties and Representations
You represent, warrant and covenant to Designer that (a) You owns all right, title, and interest in, or otherwise have full right and authority to permit the use of the Client Content, (b) to the best of Your knowledge, the Client Content is accurate, legal, conforms to ethical standards of the Your industry, does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties, (c) You shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and (d) Client shall comply with all laws and regulations as they relate to the Services and Deliverables.
(a) Designer hereby represents, warrants and covenants to You that Designer will provide the Services in a professional and workmanlike manner and in accordance with all reasonable professional standards for such Services. (b) Designer further represents, warrants and covenants to You that (i) except for Third Party Materials and Client Content, the Final Deliverables shall be the original work of Designer and/or Designer Agents, (ii) if the Final Deliverables include the work of Designer Agents, Designer shall have secured agreements from the Designer Agents granting all necessary rights, title and interest in and to the Final Deliverables sufficient for Designer to grant the intellectual property rights provided in this Agreement, and (iii) to the best of Designer’s knowledge, the Final Works (excluding Client Content and Third Party Materials), and use of same in connection with the Project, will not violate the rights of any third parties. You acknowledge that Designer will not conduct any type of intellectual property clearance search (e.g., copyright, trademark, utility patent or design patent searches). If You or any third party authorized by You modifies or uses the Deliverables outside the scope of rights granted in this Agreement, or otherwise in violation of this Agreement, all representations and warranties of Designer shall be void.
(c) Except for the express representations and warranties stated in this Agreement, Designer makes no warranties whatsoever. Designer explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the Project.
Indemnification/Liability
You agree to indemnify, save and hold harmless Designer from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Your responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances Designer shall promptly notify You in writing of any claim or suit; (a) You have sole control of the defense and all related settlement negotiations; and (b) Designer provides You with commercially reasonable assistance, information and authority necessary to perform Your obligations under this section. You will reimburse the reasonable out-of-pocket expenses incurred by Designer in providing such assistance.
Designer agrees to indemnify, save and hold You harmless from any and all damages, liabilities, costs, losses or expenses (collectively "Liabilities") arising out of any meritorious claim, demand, or action by a third party which is inconsistent with Designer’s representations and warranties made herein, except in the event any such Liabilities arise directly as a result of Your gross negligence or misconduct, provided that (a) You promptly notify Designer in writing of the claim; (b) Designer shall have sole control of the defense and all related settlement negotiations; and (c) You shall provide Designer with the assistance, information and authority necessary to perform Designer’s obligations under this section. Notwithstanding the foregoing, Designer shall have no obligation to defend or otherwise indemnify You for any claim arising out of or due to Client Content, Third Party Materials, modifications of or content added to the Deliverables by You or third parties, improper or illegal use of Deliverables, use of Deliverables not authorized under this Agreement, or the failure to update or maintain Deliverables.
Limitation of Liability
Term and Termination
This Agreement shall commence when an order is placed and paid in full and shall remain effective until the Services are completed and delivered, or otherwise terminated as set forth herein.
In the event of termination, Designer shall be compensated for the Services performed through the date of termination as outlined in the Fees and Charges section of this Agreement. In the event of termination for convenience by You, You shall pay in addition to the above an early termination fee equal to 25% of the total Project fee, Schedule A shall not be effective, and Client shall not have rights to use the Deliverables except upon written consent from Designer provided after such termination.
Upon expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.
Work Stoppage Option.
If Designer has grounds to terminate this Agreement for breach, Designer may elect to suspend work until You cure the breach and agree to adjust fees, including Suspension Fees, and schedules as reasonably required by Designer.
Disputes Resolution
If You have any concern or dispute about the Site and Our Services, You agree to first try to resolve the dispute informally by contacting the Designer
Governing Law and Arbitration
Any dispute between any of the parties hereto or any claim by a party against another party arising out of or relating to this Agreement or any alleged breach thereof, shall be determined by arbitration in accordance with the commercial arbitration rules then in force with the American Arbitration Association. The arbitration shall be conducted in DENVER, CO and shall be subject to the substantive law of the State of CO. The decision rendered by the arbitrator shall be accompanied by a written opinion in support thereof and shall be final, conclusive and binding upon the parties in the dispute without right of appeal. Judgment upon any such decision may be entered in any court having jurisdiction thereof, or application may be made to such court for a judicial acceptance of the decision of an order of enforcement, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys fees, to be paid by the parties against whom enforcement is ordered. The fees and expenses of such arbitration shall be borne by the non-prevailing party, as determined by such arbitration.
Severability and Waiver
Severability
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Waiver
Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not effect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.
Changes to These Graphic Design Terms
We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.
By continuing to access or use Our Site or Our Services after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the Site and Our Services.
Questions
If you have any questions about these Terms and Conditions, You can contact Us via Our contact form.