General Working Agreement

This document defines the terms and conditions of the working relationship between TXi STUDIOS, LLC (“TXi”) and the business or individual (“CLIENT”) identified within this Agreement. All projects or services that TXi may be contracted to produce or provide for CLIENT will be subject to the following terms and conditions.

Estimates

The terms of the Estimate shall be effective for thirty (30) days after presentation to the Client for acceptance. In the event this Agreement is not executed by Client within the time period for acceptance, the Estimate together with any related terms, conditions and Deliverables (as that term is defined in the proposal provided to Client) may be subject to amendment, change or substitution.

Billing will reflect the actual costs incurred. All estimates are without sales or other tax. In the event that any tax is payable on services or materials provided by TXi, such costs will be and are CLIENT’s sole responsibility.

Working/Billing Phases

TXi will handle each project in logical working/billing phases. Concept revisions, extensive alterations, or a switch in marketing objectives sometimes makes it impossible to accurately estimate in advance the total cost of a project. Planning the work, cost estimating, and billing in several phases permits TXi or CLIENT to adjust for such revisions/or halt work before completion if a project is postponed or canceled. Any canceled project is billed only through phases and/or portions of phases that were actually completed by TXi. For each project, CLIENT will receive an estimate outlining the project specifications and the proposed scope of services and working/billing phases. Each estimate will contain a project budget, which includes estimated fees for professional services and separate itemized costs for anticipated out-of-pocket expenses.

TXi will begin work upon CLIENT’s approval of the written estimate. CLIENT’s approval (written or oral) will constitute an agreement.

Payment

CLIENT agrees to pay TXi in accordance with the terms specified in each estimate. Once the estimate is approved, work can begin. In some cases, a deposit that is agreed upon by all parties is due upon execution of this Agreement and final payment due at end of project.

Unless otherwise specified, all subsequent balances due are payable upon art approval. Interest on past due balances is 18% per annum or 1.5% per month. TXi reserves the right to refuse completion or delivery of work until past due balances are paid.

Revisions and Alterations

TXi includes up to two (2) rounds of revisions to all items after the first initial design is presented. TXi will submit a new proof for Client to review after each revision for all items. Revisions beyond this will be billed at the rate provided to client billed in 60 minute increments. The Client shall be responsible for making timely additional payments for extra revisions beyond those that are included in the price of the estimate.

New work requested by CLIENT and performed by TXi after an estimate has been approved is considered a revision or alteration. If the job changes to an extent that substantially alters the specifications described in the original estimate, TXi will submit a proposal revision memo to CLIENT, and both parties must agree to a revised additional fee before further work proceeds.

Alterations and other copy changes requested after layouts or mechanicals are completed are billed at standard hourly rates.

Out-of-Pocket Expenses

Fees for professional services do not include outside purchases such as, but not limited to, printing, photography, color printouts, laminating, illustrations, separations, shipping and handling or courier service. Expenses are itemized on each invoice.

Expenses are subject to Texas sales tax unless (a) CLIENT is a nonprofit organization; or (b) the work is for resale and CLIENT submitted a resale certificate to TXi.

If consultant or supervisory services are required in out-of-town locations, TXi will bill lodgings, meals, and transportation at cost. Reimbursement for mileage is calculated at current allowable rates.

Stock Photographs

Stock photos are not included in any estimate given by TXi. Quotes for stock photographs are given at the time artwork is approved. CLIENT is solely responsible for any and all restrictions imposed by the legal owner of the stock photos. Such restrictions include, but are not limited to, misuse of stock photos, the restricted time period of use (if any), location of use, and/or the purpose of the use of such stock photos.

Right to Subcontract

TXi shall have the right to assign any portion of the work required to another contractor.

Nature of Copy

CLIENT agrees to exercise due diligence in its direction to TXi regarding preparation of materials and must be able to substantiate all claims and representations. CLIENT is responsible for all trademark, service mark, copyright and patent infringement clearances. CLIENT is also responsible for arranging, prior to publication, any necessary legal clearance of materials that TXi prepares.

CLIENT is solely responsible for any claim or allegation of plagiarism, invalidity of statements, and/or the unauthorized use of quotes, statements, photographs, images or identities. TXi does not endorse copyright infringement. TXi is not responsible for CLIENT’s decision to plagiarize from copyrighted or uncopyrighted work in any form. It is not TXi’s policy to check work for copyright infringement or plagiarism. Thus, TXi cannot be held responsible for plagiarized content in CLIENT’s work in its original submitted or edited form.

Further, individual customers are responsible for determining whether their institution considers any part of their work as submitted to TXi or edited by TXi plagiarized or likely to lead to charges of plagiarism. TXi cannot be held liable or responsible for penalties related to such charges. Even where we make an attempt to eliminate the existence of incorrectly cited and unquoted sources, TXi cannot be held responsible for claims or allegations due to plagiarism.

Errors and Omissions

It is CLIENT’s responsibility to check proofs carefully for accuracy in all respects, ranging from spelling to technical illustrations and/or color variations. TXi is not liable for errors or omissions. CLIENT’s signature or that of an authorized representative is required on all mechanicals or artwork prior to release for printing or other implementation. TXi is not responsible for any electronic (e-mail) or facsimile transmission not received by CLIENT or TXi without written verification of delivery by the sender and receipt by the recipient.

TXi will provide proofs with original copy for CLIENT’s review and approval. TXi will specifically not be responsible for any production errors in the event that (a) CLIENT chooses not have proofs made; (b) CLIENT approved the proof from which the final product was produced; (c) requests for changes are communicated verbally; or (d) CLIENT takes TXi’s proof to a printer of its choice rather than TXi’s choice.

Because of limitations with the printing process, as well as neighboring image ink requirements, the accuracy of color reproduction is not guaranteed. TXi accepts no responsibility for color variations between submitted files and the final printed piece. Under no circumstances will a refund or reprint be honored for color variations that have occurred during the printing process.

Telecommunications

TXi is not responsible for any errors, omissions or extra costs resulting from faults in the telephone, cable, satellite network or from incompatibility between the sending and receiving equipment.

Property and Client’s Performance

TXi will take all reasonable precautions to safeguard the property CLIENT entrust to TXi. In the absence of negligence on TXi’s part; however, TXi is not responsible for loss, destruction or damage or unauthorized use by others of such property. TXi will use its best efforts to ensure quality and timely delivery of all printed (offset, silk-screened, embossed or otherwise reproduced) pieces. Although TXi may use its best efforts to guard against any loss to CLIENT through the failure of our vendors, media, or others to perform in accordance with their commitments, TXi is not responsible for failure on CLIENT’s part.

If CLIENT selects its own vendors, other than those recommended by TXi, CLIENT may request that TXi coordinate their work. If at all possible, TXi will attempt to do so, but TXi cannot in anyway be held responsible for quality, price, performance or delivery.

TXi is not responsible for retaining a copy of such work for CLIENT’s benefit.

Lien

All materials or property belonging to CLIENT, as well as work performed, may be retained as security until all just claims against CLIENT are satisfied.

Rights of Ownership

Once a project has been delivered by TXi and is fully paid for by CLIENT, TXi will assign the reproduction rights of the design for the use(s) described in the proposal. According to the Copyright Law of 1976, the rights to all design and art work, including but not limited to photography and or illustration created by independent photographers or illustrators retained by TXi, or purchased from a stock agency on CLIENT’s behalf, remain with the individual designer, artist, photographer or illustrator. Unless a purchase of “All Rights” (A Buyout) is negotiated with TXi and/or its authorized representative, CLIENT may not use or reproduce the design or the images therein for a purpose other than the one(s) originally stipulated. If CLIENT wishes to use the design TXi has created and/or the images within it for another purpose or project, including a reprint or exhibition, CLIENT must contact TXi to arrange the transfer of rights and any additional fees before proceeding. If printing or other implementation is done through CLIENT’s vendors, CLIENT agrees to return all our original mechanicals and artwork (slides, prints, drawings, separations, etc.) to TXi within two (2) weeks, and to provide TXi with printed samples of each project.

Sample Use

TXi may wish to use examples of developmental or final completed work prepared for CLIENT for samples or advertising purposes. Unless otherwise noted by CLIENT, TXi may choose to include their name and website link in footer of CLIENT public facing site. TXi may also wish to use relevant sections of correspondence attributed to CLIENT as reference or testimonial material. If CLIENT provides a written request for such examples of work or correspondence not to be used, TXi will acknowledge CLIENT’s request and refrain from using the material. If the material has already been printed or presented on the Internet in some form then TXi reserves the right not to acknowledge CLIENT’s request.

Term and Termination

The term of this Agreement will continue for all work in progress until terminated by either party upon thirty (30) days written notice. If CLIENT directs TXi, at any time, to cancel, terminate or “put on hold” any previously authorized purchase, TXi will promptly do so, provided CLIENT holds TXi harmless for any cost incurred as a result.

In the event CLIENT terminates this Agreement, TXi will retain the non-refundable retainer and any other sums paid by CLIENT, and TXi will retain ownership and copyright of all materials and services performed pursuant to the canceled contract.

In the event this Agreement is terminated by mutual consent or by TXi, then TXi will transfer to CLIENT all property and materials in TXi’s control and for which CLIENT has paid.

Force Majeure

Neither party shall be liable for a delay in performance of its obligations and responsibilities due to causes beyond its control and without its fault or negligence, such as, but not limited to, civil disorder, labor trouble or strike, accidents, energy failure, equipment breakdown, delays in shipment by suppliers or carriers, war, embargo, national emergency, insurrection or riot, acts of the public enemy, fire, flood or other natural disaster, action of government or civil authority, acts of God or other causes beyond the control of CLIENT or TXi, provided that said party has taken reasonable measures to notify the other promptly in writing, of delay (but in any event, within seventy-two (72) hours of the force majeure event).

Electronic Commerce Laws

Client agrees that it is solely responsible for complying with such laws, taxes and tariffs, and will hold harmless, protect, and defend TXi and its subcontractors from any claim, suit, penalty, tax or tariff arising from the client’s exercise of Internet electronic commerce.

Limitation of Liability

IN NO EVENT WILL TXI BE LIABLE TO CLIENT OR ANY THIRD PARTY, IN CONTRACT, TORT OR OTHERWISE, FOR ANY LOSS OF PROFITS OR BUSINESS, OR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, ARISING FROM OR AS A RESULT OF THESE CONTRACT TERMS OR ANY AGREEMENT BETWEEN THE PARTIES RELATING TO THE PRODUCTS, SERVICES OR DELIVERABLES, EVEN IF TXI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. CLIENT SPECIFICALLY ACKNOWLEDGES THE SERVICE IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER CLIENTS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH CLIENT

Indemnity

CLIENT unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to TXi for inclusion in any project are owned by CLIENT, or that CLIENT has permission from the rightful owner to use each of these elements, and will indemnify, hold harmless, protect and defend TXi and its agents, representatives, employees and subcontractors from any claim or suit arising from the use of such elements furnished by CLIENT.

Employees of TXi

CLIENT agrees that it will not employ or otherwise retain the services of any TXi employee, whether by direct hire, subcontract services or temporary employment agencies, until the expiration of at least six (6) months after the completion of any work by TXi. CLIENT recognizes and agrees that TXi will suffer significant and incalculable harm should CLIENT violate or otherwise breach this provision.

If CLIENT violates this paragraph, CLIENT hereby agrees to pay TXi fifty percent (50%) of any such employee’s current base annual salary plus any and all incurred attorneys’ fees and associated costs as reasonable liquidated damages.

Governing Law/Submission to Jurisdiction

This Agreement shall be construed in accordance with the laws governing contracts made and to be performed in the State of Texas, U.S.A., exclusive of the U.N. Convention on the International Sale of Goods.

CLIENT hereby consents to the jurisdiction of the state district courts located in San Antonio, Bexar County, Texas and waives any objection that CLIENT may have based on improper venue or forum non-conveniens to the conduct of any proceeding in any such court.

Remedies

TXi’s remedies shall be cumulative and shall include any remedies allowed by law. Waiver of any breach by TXi shall not constitute TXi’s waiver of any other breach of the same or any other provision. Acceptance of any items or payments therefore shall not waive any breach.

If TXi must retain attorneys to collect its invoices, TXi will be entitled to reasonable attorney’s fees, court costs, and interest at the maximum rate permitted by law.

Severance

If any term or provision of these Terms and Conditions is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions hereof shall continue in full force and effect as if these Terms and Conditions had been agreed with the invalid illegal or unenforceable provision eliminated.

Language

The parties confirm that it is their wish that these Contract Terms, as well as any other documents relating hereto, including all orders, notices, schedules, estimates, authorizations, attachments and amendments, have been and shall be drawn up in the English language only.

Entire Agreement

This Agreement and associated documents referenced herein constitute the entire agreement between the parties with respect to the subject matter hereof; all prior agreements, representations, statements, negotiations and undertakings, whether oral or written, are superseded hereby. Any additional work not specified in this contract must be authorized by a written request.