These Terms of Service were last updated on June 18th, 2018.
These Terms of Service (or “Terms”) apply to all work completed by Cinder Media LLC (or “Cinder”), its subsidiaries and affiliates (collectively, “Cinder Media LLC”, “Cinder”, “representative”, or “designer”). These Terms must be agreed to by the “Client” before work can be scheduled. Any negotiation of these Terms must be completed before work begins on a project. Payment of an invoice or for work constitutes full agreement to these Terms. Once work begins for a project these Terms are implied and are non-negotiable. Cinder Media LLC reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms, at any time.
Rights & Ownership
All services provided by Cinder shall be for the exclusive use of the client—other than for the designer’s promotional use. Upon payment of all fees, the following reproduction rights for all approved final designs created by the designer for this project shall be granted:
- Client to gain full transferable rights to brand identity.
- Client to gain full license to reproduce works through commercial printers.
- Client to gain full ownership of website, graphics, documents designed for the client, and photographic materials.
The client shall be entitled to primary ownership of all final work created during the project UPON FULL PAYMENT of the agreed fee(s). Cinder retains full rights and copyright protection for using artwork, screenshots, or website code for promotional use in digital and print marketing and advertising.
Third Party Contracts
Cinder may contract with other creative professionals, designers, or technical experts to provide necessary services such as (but not limited to) web development, graphic design, photography, copywriting, and illustration. Any third party terms and conditions will include full reproduction rights for the client. Where such contracting adds to the project cost, the client will either be a) notified in the invoice OR b) first asked for permission to proceed.
Your Cinder representative can be reached by email at any time. They may also by reached by telephone (call or text) Monday–Friday during standard business hours of 8am to 6pm (MST). If agreed upon ahead of time, your representative may be available on Saturday or Sunday, by appointment only.
We strive to respond to any questions, inquiries, or communiqué as quickly as possible, typically within 1–2 business days.
Payment & Schedule
Hourly services such as (but not limited to) maintenance, setup, administration, troubleshooting, etc. will be billed to the client at a rate of $125.00 (USD). A quote can be provided to the client upon request. For hourly services exceeding $500.00, the client will be informed and an invoice/quote will be sent for approval. Once approved, payment shall be made—BEFORE WORK CAN BE SCHEDULE OR STARTED.
Services shall include a proposal with an expectation of hours for completing a project. An invoice or quote will be provided to the client for the agreed upon services. The client shall make a fifty percent (50%) minimum down payment prior to work commencing. The project will be scheduled once the down payment is received by Cinder. The down payment is non-refundable. Any remaining payment(s) shall be due in full upon completion of the project OR after 90 days from project onset—whichever comes first. Payment must be made in full AND received by Cinder before any project deliverables will be provided to the Client—including, but not limited to—before a website can be launched, before source artwork will be provided, and before access/credentials are shared. The client is only entitled to full transferable rights once payment in full has been delivered to the designer.
Any necessary materials shall be communicated and agreed upon by Cinder and the client. The cost for materials shall be paid for in the down payment—which may cause the initial payment to exceed 50% of the project total. Materials shall not be ordered until payment has been received. Any invoice is subject to change due to order fees for materials, including shipping & handling, or other charges. Receipts for purchased materials shall be made available with the final invoice. All material charges (both physical and non-physical materials; such as digital assets) will be communicated to and approved by the Client before they are purchased, and before any work relying on those materials begins.
Payments made with credit or debit card—or through an automated electronic transfer—may be subject to a processing fee of up to 3%.
Late Payment Fees
If, after the project has commenced, subsequent invoices are not paid within 15 days (NET 15) of the due date, a ten percent (10%) “late payment” fee will be added to the invoice. Thereafter, for each 30 day period (one month) that payment lapses—an additional ten percent (10%) fee will be added cumulatively—until the full amount has been received by Cinder. IF a partial payment is made, ONLY the remaining balance shall be figured into this late payment fee structure—unless otherwise agreed upon by Cinder.
No Payment or Non-Conformance
In the event that an outstanding payment or invoice goes unpaid for a period of 30 days beyond the original due dat, Cinder reserves the right to disable (for websites), or place a hold on (digital and social marketing campaigns) services and software. Access and functionality to any interrupted website or service shall be restored upon full payment of any outstanding invoices and may be subject to late payment fees—and in some cases reconnection costs. The client shall be responsible for any incurred reconnection costs.
By agreeing to an invoice, the Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:
A. Coordination of any decision-making with parties other than Cinder;
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 Proposal;
C. Final proofreading and in the event that Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors.
If after project commencement, client communication (face-to-face, telephone, or email) stops for a period of more than 30 days, the project can be cancelled, in writing by the designer, and ownership of all copyrights shall be retained by Cinder. A cancellation fee for work completed shall be paid by the client, with a pro-rated fee based on the stage of project completion. The fee will not exceed one hundred percent (100%) of the total project cost. Late fees may apply.
The client shall provide the designer with samples of print design that result from the project deliverables. Such samples shall be representative of the highest quality of work produced. Cinder may use such copies and samples for publication, exhibition, or other promotional purposes. Cinder shall have the right to photograph all completed designs or installations and reserves the right to use such photographs for publication, exhibition, or other promotional purposes.
The client shall inform Cinder in writing before the project commences if any portion of any material or information provided by the client or if any portion of the project is confidential. A Non-Disclosure Agreement (NDA) can be signed upon request.
Indemnity & Liability
Client agrees to indemnify, save and hold harmless, Cinder 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 Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances, Cinder shall promptly notify the Client in writing of any claim or suit:
A. Client has sole control of the defense and all related settlement negotiations; and
B. Cinder provides Client with commercially reasonable assistance, information and authority necessary to perform
Client’s obligations under this section. The client will reimburse the reasonable out-of-pocket expenses incurred by Cinder in providing such assistance.
Subject to the terms, conditions, express representations, and any warranties provided in this Agreement, Designer agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with Cinder’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of Client provided that:
A. Client promptly notifies Cinder in writing of the claim;
B. Cinder shall have sole control of the defense and all related settlement negotiations; and
C. Client shall provide Cinder with the assistance, information and authority necessary to perform Cinder’s obligations under this section. Notwithstanding the foregoing, Cinder shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by CINDER.
Limitation of Liability
The services and the work product of Cinder are sold “AS IS.” In all circumstances, the maximum liability of Cinder, its directors, officers, employees, design agents and affiliates (“Designer Parties”), to client for damages for any and all causes whatsoever, and client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of Cinder from the project. In no event shall Cinder be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by Cinder, even if Cinder has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.