Terms and Conditions

1. Time for Payment
Payment is due in full prior to the start of any project as declared in the Production Estimate. All invoices for Billable Expenses are payable within ten (10) days of receipt. A 1.5% service charge every additional ten (10) days is payable on all overdue balances of milestone payments and Billable Expenses. Swerve Media Solutions LLC retains all rights to all intermediate deliverables submitted at each milestone. The grant of any license or right of copyright to the Client is conditioned on receipt of full payment by the Client of the Total amount and all Billable Expenses.

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 proposal, the fees and Billable Expenses shown are minimum expenses only. Final fees and Billable 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 twenty percent (20%) or more.

4. Billable Expenses
The Client shall reimburse Swerve Media Solutions LLC for all direct and indirect billable expenses arising from this assignment, in addition to the one-hundred percent (100%) down payment of the total cost required for all contracts, regardless of whether the assignment is Cancelled or Terminated. Billable Expenses include but are not limited to costs of commissioning images or subcontracting talent, software, royalties, or run-time license costs, the payment of any sales tax due on this assignment, any travel, research, postage and delivery, photocopying, and storage media expenses. The markup charged by Swerve Media Solutions LLC for supervisory, facilitation, and handling time on all Billable expenses shall be twenty percent (20%) of the Billable Expenses incurred. The Client shall advance in US currency one-hundred percent (100%) of the Estimated Total to Swerve Media Solutions LLC upon the acceptance of the Design Project for payment of said Billable Expenses.

5. Client's Alterations
There shall be no charges to the Client for revisions, corrections, or additions made necessary by errors on the part of Swerve Media Solutions LLC. Any other changes requested by the Client shall be considered Client's Alterations if they are requested after the acceptance of the Design Project. Any changes and additions not due to the fault of Swerve Media Solutions LLC and are requested by the Client before the approval of one of the Design Projects are considered the Client's Alterations. The Client shall be responsible for making additional payments at the rate noted herein for any Client's Alterations and any other changes in original assignment requested by the Client. The Client shall offer Swerve Media Solutions LLC the first opportunity to make any changes.

6. Acceptance Procedures
Unless otherwise noted in Acceptance milestone dates of the Production Estimate, during the Review Period within five (5) calendar days of a Delivery, the Client shall either accept the deliverable and make the milestone payment set forth in the Production Schedule and/or Invoice, or provide Swerve Media Solutions LLC with written notice of any corrections to be made and a suggested date for completion of the corrections which should be mutually acceptable to both Swerve Media Solutions LLC and the Client, or provide a written notice of assignment Termination if the work is found not to be reasonably satisfactory. The Client can Terminate the assignment only during this Review Period following the Delivery of a milestone deliverable. Any other termination of the Assignment shall be considered a Cancellation subject to the stipulations of Item 7. Swerve Media Solutions LLC shall designate Sydney Hopkins and the Client shall designate a person or persons responsible for communicating with Swerve Media Solutions LLC as the only designated persons who will send and accept all deliverables and receive and make all communications between Swerve Media Solutions LLC 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 upon five (5) calendar day(s) notice to the other prior to the date of completion.

7. Cancellation
The Client may declare the Cancellation of the assignment for reasons not related to assignment Termination defined in Item 6. In the event of Cancellation of this assignment by the Client, any milestone payments made prior to cancellation shall be retained by Swerve Media Solutions LLC. In addition, if a cancellation is prior to the delivery and/or acceptance of the First Review and/or Submission of any Design Comps, a cancellation fee of twenty percent (20%) of the balance of the Total payments shall be paid by the Client and retained by Swerve Media Solutions LLC. If the cancellation is later than the delivery and/or acceptance of the First Submission of any Design Comps, a fee of fifty percent (50%) of the balance of the Total payments shall be paid by the Client and retained by Swerve Media Solutions LLC. If the cancellation is after the delivery and/or acceptance of the Second Submission of any Design Comps, the cancellation fee shall be one-hundred percent (100%) of the balance of all remaining dues. Regardless of when the project is cancelled, all billable expenses already incurred by Swerve Media Solutions LLC are liable to be paid for and shall be paid by the Client in full. In the event of cancellation, Swerve Media Solutions LLC retains ownership of all copyrights, images, graphics, designs, materials, products, artwork, files, and any items or objects related to the project. Swerve Media Solutions LLC also retains all rights already purchased on behalf of the Client from third parties.

8. Assignment Termination
In the event that work in process is found by the client not to be reasonably satisfactory in accordance with the Acceptance Procedures in Item 6, the client may pay a termination fee to terminate the assignment. Any milestone payments made prior to the delivery and/or acceptance of the First Submission of any Design Comps, a termination fee of twenty percent (20%) of the balance of the Total payments shall be paid by the Client and retained by Swerve Media Solutions LLC. If the termination is later than the delivery and/or acceptance of the First Review and/or Submission of any Design Comps, a fee of fifty percent (50%) of the balance of the Total payments shall be paid by the Client and retained by Swerve Media Solutions LLC. If the termination is after the delivery and/or acceptance of the Second Review and/or Submission of any Design Comps, the termination fee shall be one-hundred percent (100%) of the balance of all remaining dues. Regardless of when the assignment is terminated, all billable expenses already incurred by Swerve Media Solutions LLC are liable and shall be paid by the Client in full. In the event of termination, Swerve Media Solutions LLC retains ownership of all copyrights, images, graphics, designs, materials, products, artwork, files, and any items or objects related to the project. Swerve Media Solutions LLC also retains all rights already purchased on behalf of the Client from third parties.

9. Ownership and Return of Artwork
The Client acknowledges and agrees that Swerve Media Solutions LLC retains ownership of all original artwork, any media, including digital files, images, photographs, materials, etc. whether preliminary or final until payment for all billable items has been processed in full. The Client waives the right to challenge the validity of Swerve Media Solutions LLC's ownership of the art subject to this agreement because of any change or evolution of the laws. The Client shall return artwork within ten (10) days of use unless indicated otherwise in items 1 through 18. If payment has not been processed in full for all billable items and services, and official transfer and release of final items or project has not been delivered Swerve Media Solutions LLC retains any and all rights. Ownership is transfered to the Client Only upon completed processing and acceptance of full payment for all billable items and services. In every case, Swerve Media Solutions LLC retains all rights to all artwork, photography, images, graphics, designs, materials, products, files and any items or objects related to the project for the use of promoting, via any method or media necessary, itself and any affiliated companies or contractors, it's capabilities, services, and past performance.

10. Copy Protection
The Client must protect all final art, which is the subject of this agreement against duplication and alteration upon 1 calendar month from the date of completion and release. The Client must protect and maintain any royalty restricted artwork and adhear to associated restrictions, guidelines, stipulations, images, or files, which is the subject of this agreement against duplication and alteration upon 1 calendar month from the date of completion and release. The Client must protect, maintain, and manage any and all web content submitted, listed, hosted, etc. on behalf of the Client by Swerve Media Solutions LLC, which is the subject of this agreement against duplication and alteration upon 1 calendar month from the date of completion and release.

11. Credit Lines
Swerve Media Solutions LLC 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:

12. Releases
The Client shall indemnify Swerve Media Solutions LLC against all claims and expenses, including any and all attorney's fees due to the Client's uses for which no release was requested in writing from Swerve Media Solutions LLC or it's third party affiates or vendors, which exceed authority granted by a release by Swerve Media Solutions LLC.

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

14. Code of Fair Practice
The Client and Swerve Media Solutions LLC 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, USA, or is available on the World Wide Web at http://www.RoosterGraphics.com/ADMIN/commission.html.

15. Warranty of Originality
Swerve Media Solutions LLC warrants and represents that, to the best of its knowledge, the work assigned hereunder is original and has not been previously published, or that consent to use has been obtained on an unlimited or royalty restricted 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 or royalty restricted basis; that Swerve Media Solutions LLC has full authority to make this agreement; and that the work prepared by Swerve Media Solutions LLC 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 Swerve Media Solutions LLC's product which may infringe on the rights of others. CLIENT EXPRESSLY AGREES THAT IT WILL HOLD SWERVE MEDIA SOLUTIONS LLC HARMLESS FOR ALL LIABILITY CAUSED BY THE CLIENT'S USE OF SWERVE MEDIA SOLUTIONS LLC'S PRODUCT TO EXTENT SUCH USE INFRINGES ON THE RIGHTS OF OTHERS.

16. Limitation of Liability
Client agrees that it shall not hold Swerve Media Solutions LLC or its agents or employees liable for any incidental or consequential damages which arise from Swerve Media Solutions LLC'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 Swerve Media Solutions LLC or a third party. Furthermore, Swerve Media Solutions LLC disclaims all implied warranties, including the warranty of merchantability and fitness for a particular use.

17. Dispute Resolution
Any disputes in excess of one-thousand (1000) US dollars 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 Swerve Media Solutions LLC.

18. Acceptance of Terms

The digital submission of Client and Confirmation of Swerve Media Solutions LLC shall evidence acceptance of these terms.

Revisions include any number of adjustments up to and including complete re-designs. Each round of revisions consists of any and all changes submitted per the Change Order Request Form. After 3 Change Order Request Forms have been submitted an additional hourly charge will be required for additional changes or revisions.

** All designs are from concept to pre-press and include electronic delivery, cd/dvd delivery to client, all artwork, images, fonts, native and associated formats in both high and low resolutions according to order type. Printing costs will be determined upon receipt and review of the order submission, and the clients' specifications. Hosting, posting, submission, search engine optimization, loading, keywords, custom printing, folding, die-cutting, binding, laminating, adhesives, vinyl, staging, facilities, photo printing, developement, albums, online photo gallery, and e-newsletter distribution is available upon request for an additional charge. Additional design revisions can be purchased on an hourly basis. Rates are as follows and require a two hour minimum order: graphics and illustration = $60/hr, web page design and animation = $80/hr, photography = $100/hr, photo editing = $40/hr.

You will receive a copy of your order shortly after submission via email. We will contact you shortly to confirm completion of the payment approval process. At that time, we will supply you with your confirmation number and a complete list of your order items via email.

For 24-hour turn-around requests, we will contact you shortly after receipt of your order request. Rush requests are treated with the utmost importance, and we realize that time is of the essence. Rush requests are our highest priority and will be handled as such. However, please keep in mind that the price will be doubled for graphics, web and/or printing services on any rush order.

Note: Delivery of 24-hour rush work will be electronically sent within 24-hours of the confirmation and payment approval process. Digital file formats including, but not limited to, native files, images, fonts, and any other associated file formats will be sent via email to the designated contact listed in the order form. An FTP link with a private login and password can be created for your account upon request free of charge. FTP information will be available for 30 days from the time of upload for your convenience. Physical items such as cds, dvds, printed materials, etc. will be dependant on the final approval timing of the artwork. Swerve Media Solutions LLC is not responsible for delayed delivery or any delivery later than 24-hours, if the client declines to confirm approvals within a reasonable time to allow for such delivery. Please keep in mind shipping restrictions and delivery schedules when confirming a 24-hour delivery order request.