1. Services Jackson Wynne agrees to perform Services as outlined in Scope of Work included in the proposal and made part of this Agreement in connection with the Client’s project. Any indication given by Jackson Wynne regarding delivery dates is to be considered an estimate. Client acknowledges and agrees that Jackson Wynne’s ability to meet any and all deadlines is entirely dependent upon Client’s prompt performance of its obligation to provide materials, approvals and/or instructions and that any delays in Client’s performance or revisions in the Services or Deliverables requested by Client may delay delivery. Any such delay caused by Client shall not constitute a breach of any term, condition of Jackson Wynne’s obligations under this Agreement.
2. Compensation Payment for Design and Development Services will be made as listed in the remuneration schedule. Failure to collaborate effectively and prolonging the project timeline will not alter the remuneration schedule, Except for the portions of invoices that are disputed in good faith by the Client for not being in accordance with the terms and conditions of this agreement. 

01.1.  Late Fees  A monthly service charge of 1.5% (or the greatest amount allowed by state law) is payable on all overdue balances. Payment will be credited first to late payment charges and next to the unpaid balance. Client is responsible for all collection or legal fees incurred by lateness or default in payment. Jackson Wynne reserves the right to discontinue Services, withhold delivery of work and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding fees and reimbursements for expenses.

01.2.  Reimbursement  Client will reimburse Jackson Wynne for pre-approved, reasonable and necessary expenses including: Licenses, Travel, Photography, or applicable Third-Party Collaborators. Jackson Wynne will not incur expenses without prior written permission from Client.  Jackson Wynne will submit to Client an itemized invoice of Designer’s expenses and documentation supporting all such expenses.  Client will pay Jackson Wynne within 30 business days from the invoice date. Upon termination of the Agreement, all outstanding invoices for reimbursement of expenses will be due immediately.

2. Project Scope Revisions or author’s alterations to the Scope of Work shall obligate the Client to additional fees and costs. These may include but are not limited to: changes made to copy after the final copy has been submitted; changes made to the design once layouts, website design, or sitemap have been approved; extensive alterations; a change in marketing objectives on the part of the Client and new work requested by the Client after the execution of the Agreement. Change orders/requests will be prepared by Jackson Wynne and provided to the Client outlining the changes to the Scope of Work and any additional costs for those changes. Written confirmation for any additional work beyond the scope already defined; Upon written confirmation for any additional work beyond the scope already defined, The Client agrees to pay Jackson Wynne – fees and costs for said revisions or alterations at a rate of $150.00 per hour or as negotiated. Hourly rates quoted in proposals will remain in effect until further written notice is given.

3. Additional Services Jackson Wynne may charge additional hourly fees of $150/hour for any Additional Services requested by Client(s). The term “Additional Services” includes, but is not limited to:

1. Client requests new work or revisions after the Deliverable has been approved;
2. Client requests Jackson Wynne to perform services outside the scope of Services or for Project(s) other than what is specified herein;
3. Client requests revisions that substantially alters the specifications described in the agreed upon Services or exceed the number of revisions allotted herein;

Prior to performing Additional Services, Jackson Wynne will notify Client of additional fees for the performance of the Additional Services. Such charges shall be in addition to all other amounts due under this Agreement, despite any maximum budget or final price agreed to herein. Payment for all Additional Services is due within 30 business days after the invoice date. Client understands that requests for revisions may extend or delay the delivery schedule. At Jackson Wynne’s discretion, the Parties may enter into a separate written agreement regarding the performance of such Additional Services.

4. Ownership & Usage Upon receipt of full payment, Jackson Wynne Brand Consultants Inc. hereby acknowledges that the Deliverables and any other documentation, materials or intellectual property hereunder (collectively, the “Work Product”) are works that have been specially commissioned by the Client and are “work made for hire” for Client and Client shall own all rights, title, and interest therein. Jackson Wynne reserves the right to use designs and mock-ups of the Work Product for self-promotional material in print, on their website and online under the heading of featured client work or case studies.

5. Client’s Responsibilities In addition to all other obligations specified herein, Client is responsible for:

1. Making timely decisions and providing feedback and/or information requested by Jackson Wynne;
2. Proofreading work product for typographic errors or misspellings;
3. Making timely payments of Jackson Wynne’s Fees, fees for Additional Services, reimbursements of expenses, and any other fees or charges to Jackson Wynne

6. Delays If Client fails to respond to Jackson Wynne’s request(s) within 5 business days, then Jackson Wynne reserves the right to discontinue Services, withhold delivery of the Deliverables and any transfer of ownership of any current work. Any such delay caused by Client shall not constitute a breach of any term, condition of Jackson Wynne’s obligations under this Agreement. If Jackson Wynne resumes performance of Services, at his/her discretion, the Delivery Schedule and Fees may be modified.

7. Printing Once Client approves the final proof and layout for printing, Client agrees that all spelling, grammar, and content are correct and that Client is satisfied with the layout. Client understands that any requests to make changes once jackson Wynne receives such approval from Client will result in additional fees and may delay the delivery or shipping schedule.

8. Contractors Jackson Wynne may hire, engage and/or use employees, third-party Designers or other service providers as independent contractors in connection with performing the Services (“Jackson Wynne’s Personnel”).  Jackson Wynne is responsible for training, directing the work, and compensating Jackson Wynne’s Personnel. Jackson Wynne Personnel are not Client’s employees and Client assumes no responsibility for hiring, training, or compensating Jackson Wynne or Jackson Wynne’s Personnel. Jackson Wynne is fully responsible for ensuring Jackson Wynne’s Personnel comply with the terms and conditions of this Agreement.

9. Web Hosting Client understands that any web hosting requires a separate contract with a web hosting service.  Client agrees to select a web hosting service and grant Jackson Wynne all necessary access in order to perform Services.

10. Right of Access Client agrees to allow Jackson Wynne all necessary access to computer systems and other locations, as required, in order to perform Services, including the necessary read/write permissions, usernames and passwords.

11. Support During the first 30 calendar days following delivery of the Final Deliverable to Client, Jackson Wynne shall provide up to 8 hours of Support Services at no additional cost to Client (“Service Period”).  Support Services means commercially reasonable technical support and assistance to maintain and update the Final Deliverables, including correcting any errors or deficiencies in Final Deliverables. The services in the Service Period do not include enhancements, revisions or modifications to the Project, technical assistance for a third-party provider, or other services outside the scope of Services. Requests for additional support or services will be billed on a time and materials basis at Jackson Wynne’s standard rate.

11.1.  Additional Maintenance After the Service Period expires and at Client’s option, Jackson Wynne may provide Support Services for a monthly fee billed on a time and materials basis at Jackson Wynne’s standard rate.

1.2 Third-Party Providers Client acknowledges that Jackson Wynne is not liable for and Jackson Wynne makes no representation or warranties regarding the performance or quality of goods and services of any third party providers.

13. Non-Disclosure Each Party will not, at any time, whether during or after the termination or expiration of this Agreement, for any reason whatsoever, disclose to any person or entity or use for any purpose other than fulfilling its obligations hereunder, the other Party’s Confidential Information, as defined below. Any concepts, business strategies, trademarks, service marks, materials, outlines, etc., provided to a Party by the other Party constitute trade secrets and Confidential Information under this Agreement and shall not be used by the other Party for any other purpose than for the purpose of the Project.
14. Confidential Information Confidential Information means all confidential and proprietary information of either Party, including, without limitation, information relating to: the business; trade secret information; client, investor, customer and supplier lists, and contracts or arrangements; financial information; market research and development procedures, processes, techniques, plans and results; investment or acquisition opportunities, pricing information or policies; computer software, passwords, programs or data; and all other business related information, whether such information is in written, graphic, recorded, electronic, photographic, data or any machine readable form or is orally conveyed to or developed by the other Party; provided that Confidential Information shall not include information which: (a) is in or hereafter enters the public domain through no fault of the receiving party; (b) is obtained by the receiving party from a third party having the legal right to use and disclose the same; (c) is in the possession of the receiving party prior to receipt from the disclosing party, as evidenced by the receiving party’s written records pre-dating such receipt; (d) is independently developed by the receiving party as evidenced by written record proving such independence; or, (e) is required to be disclosed by governmental order or judicial subpoena, provided that prior to disclosure the receiving party shall give the disclosing party prior notice to allow the disclosing party an opportunity to obtain an appropriate protective order.

15. Indemnification Each Party shall indemnify, defend, and hold harmless the other and its affiliates, officers, agents, and employees, from any and all claims, suits, actions, demands, damages, liabilities, expenses (including reasonable fees and disbursements of counsel), judgments, settlements and penalties of every kind that may be asserted or incurred including but not limited to: (a) any breach by such Party of any trademark, trade name and/or copyright infringement, invasion of privacy, defamation, or other wrongful use of any pictures, photographs, images, copy or other materials; and/or (b) the negligent, intentionally wrongful or illegal acts or omissions of such Party, its employees, agents, subcontractors or other representatives and/or (c) violations of any federal, state, local and/or international laws, rules and/or regulations to which such Party is subject.

16. Terms of Agreement This Agreement will become effective on the date both parties sign the Agreement and Jackson Wynne receives the non-refundable Initial Payment from Client. This Agreement will terminate on the earliest of:
17. The date both parties perform their obligations under this Agreement;
18. The date a party terminates the Agreement as provided herein.

17. Cancellation of Agreement Either party, without cause, may terminate this Agreement by delivering 14 calendar days written notice to the other party. The date the non-terminating party receives the written notice of termination shall be deemed the Date of Termination (“Date of Termination”). The obligations which intend to survive termination of this Agreement (including, but not limited to, warranties, intellectual property, governing law, and limitation of liability) shall survive any termination of this Agreement.

17.1.  Termination by Client In addition to any other obligations set forth in this Agreement, if Client terminates this Agreement:

1. all payments made to date to Jackson Wynne are non-refundable;
2. all outstanding Jackson Wynne’s Fees for Services and Additional Services rendered through the Date of Termination and all outstanding reimbursements of expenses will be due immediately; and
3. upon full payment of compensation as provided herein, Jackson Wynne will grant to Client the agreed upon right and title to those Deliverables accepted by Client as of the Date of Termination. Client’s use of any work done by Jackson Wynne in connection with this Agreement without Jackson Wynne’s written consent could result in additional fees or legal action.

17.2.  Termination by Jackson Wynne In addition to any other obligations set forth in this Agreement, in the unlikely event that the Jackson Wynne has to terminate this Agreement for any reason other than Client’s breach of the Agreement, Jackson Wynne will refund Unearned Fees to Client. Unearned Fees will be calculated as follows: the total number of hours Jackson Wynne has expended for Services and Additional Services rendered through the Date of Termination at an hourly rate of $150 subtracted from amounts paid by Client to Jackson Wynne for Services and Additional Services. Any remaining balance will be refunded to Client as Unearned Fees. Client payments for reimbursements of expenses will not be refunded. If there is a balance due, Client will pay Jackson Wynne the outstanding balance within 14 calendar days from the invoice date.

If Jackson Wynne terminates this Agreement for reasons other than Client’s breach of this Agreement, the Jackson Wynne will assist Client in transferring the deliverables to a new designer.

18. Dispute Resolution If a dispute arises under this Agreement, the Parties may take the matter to court, arbitration, mediation, or any other legal remedy available to the Parties. If any court action is necessary to enforce this Agreement, the prevailing party will be entitled to reasonable attorney fees, costs, and expenses in addition to any other relief to which the party may be entitled.

19. Errors The Client has the responsibility to proofread and examine all work produced during the Project. Therefore, the Client is ultimately responsible for any typographical, spelling, grammatical, copy, photographic, illustrative, layout or other errors discovered after printing or reproduction or for any work or services performed by any party selected by the Client.

20. Performance Each party shall use commercially reasonable efforts or fulfill its obligations hereunder, but shall in no event be responsible for any failure or delay in performance due to any catastrophe, act of ‘God’ or government authority, civil strife, or any other cause beyond the control of such party. In no event shall Jack Wynne’s liability exceed the sum of payments received from the Client under this Agreement. Neither party shall be liable to the other for any consequential, indirect, special or punitive damages, even if such damage were reasonably foreseeable.
21. Severability If any provision of this Agreement is held invalid, void or unenforceable under any applicable statute or the rule of law, it shall to that extent be deemed omitted, and the balance of this Agreement shall be enforceable in accordance with its terms.

22. Notice All notices, requests, claims, demands and other communications between the parties shall be in writing. All notices shall be given (a) by delivery in person, (b) by a nationally recognized next day courier service, (c) by first class, registered or certified mail, postage prepaid, or (d) electronic mail. Delivery shall be made to the address or electronic mail address, as appropriate, of the party specified in this Agreement or such other address or electronic mail address as either party may specify in writing. Such notice shall be effective upon (a) the receipt by the party to which notice is given or (b) on the third day following mailing, whichever occurs first.

23. Entire Agreement This Agreement and the attachments hereto represent the entire agreement between Jackson Wynne with respect to the performance of the Design Services and supersedes any prior oral or written agreements of discussions, may not be modified or amended unless in writing signed by each of the parties, and may not be assigned by either party without the written consent of the other party which consent will not be unreasonably withheld. This agreement shall be governed and construed in accordance with the laws of Ontario, Canada.

24 Amendment This Agreement may be modified or amended if the amendment is made in writing and is signed by all parties.