1. Service Generally.

DIGRAFIKA LLC (“Digrafika”) and the customer (“Customer”) hereby agree to the following terms and conditions with respect to the provisions by Digrafika to the Customer of graphic design services which are identified and/or described in the service agreement attached to these terms and conditions.

(a) The Customer will be provided with the Service according to the Packages chosen by the Customer as detailed on the Digrafika website and in the Digrafika brochure. Customer’s Designs will be created iteratively through a Design process, including illustrative samples or other media (“Creative Briefing”), feedback from Customer (“Response”), revision based on Customer Response (“Revision Brief”) from the designers (“Members”) at Digrafika, ultimately resulting in a final Design based on and conforming to the cycle of Customer’s Creative Briefing, Response, and Revision Briefs.

(b) Creative Briefing and Designs. The Customer is solely responsible for preparing and sending detailed descriptions of each Creative Brief, including providing samples illustrating the Customer’s Creative Brief (“Samples”), any applicable deadlines, and other relevant terms and conditions. Digrafika is under no obligation to review a Creative Briefing or further Responses for any purpose, including accuracy, completeness of information, quality or clarity. Digrafika may decide, in its sole discretion, to deny a Creative Briefing or Response.

(c) When Digrafika provides a set of Designs to the Customer, the Customer shall review the Response. If the Customer fails to promptly inform Digrafika that the provided Designs are not reasonably responsive to the provided Response, the Customer will be deemed to have accepted the Designs. If the Customer notifies Digrafika that the Customer considers a Design as not reasonably responsive to the Response, the Customer shall provide information regarding amendments or modification to be made to the initial Designs. After providing his feedback, the Customer will be provided a subsequent Design that conforms with the additional criteria requested by the Customer.

(d) Revision stages. Revision stages consist of revisions (number depending on package chosen) that incorporate changes requested by the customer in his prior feedback. The Customer may request significant changes in the first two cycles (Creative Briefing, Response, Revision Brief), where the Responses may contain significant changes from the original illustrative Response. The purpose of each revision stage is to create designs that move forward in a specific direction from a single design composition as chosen by the Customer. The Customer may request changes for the following 3rd cycle, and the designs will include modifications applied only to the current Basic Concept chosen.

(e) Revision requests that depart from the current composition, require major graphical changes, or go far beyond the 3rd cycle of the Design process, will be honored and completed in the same timely manner, however; Digrafika reserves the right to charge $50 for each such Revision. No revision work, which requires payment, will be started without authorization from Customer. The $50 fee for additional revisions does not apply to the OAK package which provides unlimited revisions.

2. Customer orders.

(a) Payment. The Customer ordering any of the available services must pay for the Service in advance, by any of the payment methods provided by Digrafika. The Customers will be charged for the Package(s) selected. Digrafika will email client a receipt for the transactions in which the Customer is involved and provide the Customer with all the information necessary to start the design process. Digrafika’s fee policy for Customers may change and we may decide to impose additional fees on Customers at any time. Such fees will not apply to Projects submitted before such changes in fees by Digrafika.

(b) Refunds. If Customer is not satisfied with the Basic Concepts in initial Responses provided by Digrafika, Customer may request a refund by completing the Refund Request form which will be provided to the Customer upon request. Upon timely receipt of the completed form, Digrafika will refund the total payment made by Customer, less a fifty dollar ($50.00) service and processing fee.

Once the Customer requests additional revisions for any of the initial concepts, the Customer shall forfeit the right to the refund as outlined above. Acceptance of such refund shall constitute the Customer’s sole and exclusive remedy with respect to such Responses. Should the Customer receive such refund, Customer acknowledges that it will have no right (express or implied) to use any Basic Concept, Response or other work product, content, or media, nor any ownership interest in or to the same.

The refund policy will not take effect:

1) If we have received feedback on one or more of the basic concepts.
2) If the company we are making the logo for closes, changes their name, or their activity.
3) If the project was closed for reason unrelated to our design.
4) If we do not hear back from you for more than 1 month (30 days).

(c). Project duration. The Customer agrees to provide timely responses to Digrafika after receiving status notifications from Digrafika. The Customer shall have 15 days to respond to each set of designs sent to the Customer for review. If after 15 days the Customer has failed to respond, Digrafika will assume the Project complete and the Project shall be deemed to be complete. At such time, Digrafika shall will have no further obligation to the Customer, and the Customer shall pay Digrafika all fees and expenses associated with work performed by Digrafika

(d) Holiday dates. During the following days service will not be available: Christmas Day, New Year’s Day, Thanksgiving Day.

(e) Eligibility Requirements. The Customer must be at least 18 years of age, agree to these Terms and Conditions and the Privacy Policy, and complete the on-line form. By asking graphic design services, you represent and warrant that you meet these eligibility requirements, that the information you include as part of the ordering process is complete and accurate and, if you are ordering services on behalf of an entity, that you are authorized to bind that entity to these Terms and Conditions. Digrafika may accept or reject your order in its sole discretion.

(f) Authorization to Use; Permitted Uses. You may use the Service solely in accordance with these Terms and Conditions and any posted policies and procedures that appear on the Digrafika’s Web Site or Brochure. Any use of the Web Site is at your sole risk and responsibility. Subject to these Terms and Conditions, you may display the Web Site on an internet access device, and, only in circumstances that constitute “fair use” under United States copyright law, print copies of insubstantial portions of the Web Site. Except as expressly authorized by the foregoing sentence and as otherwise permitted herein, you may not display or print the Web Site and in no event may you broadcast, circulate, distribute, download, perform, publish, rent, reproduce, sell, store, transmit or create decorative works from the Web Site.

(g) Prohibited Uses Generally. The Customer is required to comply with all applicable laws (including, without limitation, any applicable export controls) in connection with your use of the Service and such further limitations as may be set forth in any written or on-screen notice from Digrafika. Without limiting the foregoing, you agree not to transmit, distribute, post, communicate or store information or other material on, to or through the Web Site that (i) is copyrighted, unless you are the copyright owner; (ii) reveals trade secrets, unless you own them; (iii) infringes on any other intellectual property rights of others or on the privacy or publicity rights of others; (iv) is obscene, defamatory, threatening, harassing, abusive, hateful, or embarrassing to any other person or entity; (v) is sexually-explicit; (vi) constitutes advertisements or solicitations of business, chain letters or pyramid schemes; or (vii) contains viruses, Trojan horses, worms, time bombs, or other computer programming routines or engines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information. You further agree not to (i) use any incomplete, false or inaccurate biographical information or other information for purposes of becoming a Customer; (ii) delete or revise any material or other information of any other user or Digrafika; (iii) take any action that imposes an unreasonable or disproportionately large load on the Web Site’s infrastructure; (iv) use any device, software or routine to interfere or attempt to interfere with the proper working of this Service or any activity being conducted on this site; (v) use or attempt to use any engine, software, tool, agent or other device or mechanism (including without limitation browsers, spiders, robots, avatar’s or intelligent agents) to navigate or search this Web Site other than the search engine and search agents available from Digrafika on this Web Site and other than generally available third party web browsers (e.g., Netscape Navigator and Microsoft Internet Explorer); or (vi) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Web Site. You are prohibited from violating or attempting to violate the security of the Web Site, including, without limitation, (i) accessing data not intended for you or logging into a server or account that you are not authorized to access; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (iii) attempting to interfere with service to any user, host or network, including, without limitation, by way of submitting a virus to, or overloading, “flooding”, “spamming”, “mailbombing” or “crashing”, the Web Site; (iv) sending unsolicited e-mail, including promotions and/or advertising of products or services; or (v) forging any TCP/IP packet header or any part of the header information in any e-mail or posting. Violations of system or network security may result in civil or criminal liability. Digrafika will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. Digrafika reserves the right to review postings on the Web Site, to remove any postings, and to terminate your ability to communicate with, or post to, the Web Site at any time without notice, in its sole discretion. Digrafika will take commercially reasonable efforts not to disclose any information you communicate with, or post to, the Web Site but reserves the right to disclose such information to the extent necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part.

(h) Operation of Web Site. Digrafika shall not be responsible for any delays or interruptions of, or errors or omissions contained in, the Web Site. Digrafika reserves the right, but shall not be required, to correct any delays, interruptions, errors or omissions. Although Digrafika intends to use commercially reasonable efforts to make the Web Site and Service accessible, Digrafika makes no representation, warranty or covenant that the Web Site or Service will be available at all times or at any time. Various circumstances may prevent or delay availability. Digrafika may at any time discontinue the Web Site in whole or in part, may change or eliminate any transmission method, and may change transmission speeds or other signal characteristics. Digrafika shall not be responsible for any loss, cost, damage or liability that may result.

3. Responsibility for Content; Other Representations, Warranties and Covenants.

(a) Company. Digrafika shall not be responsible for any use that is or is not made of the Web Site or the Service. Without limiting the foregoing, Digrafika makes no representations, warranties or covenants regarding, and does not guarantee, the truthfulness, accuracy, or reliability of any information or other material (including, without limitation, any Creative Brief, Term Sheets, Responses) that are communicated through, or posted to, the Service, whether by Members, Customers, Digrafika or otherwise, nor does Digrafika endorse any opinions expressed by any user of the Web Site, including any Member or Customer. Without limiting the foregoing, Digrafika makes no representations, warranties or covenants regarding the validity of the rights to Responses granted pursuant to this Agreement. You acknowledge that any reliance on information or other material, including, without limitation, any Job, Term Sheet, or Response, communicated through the Service, or posted to the Web Site will be at your own risk. Without limiting the foregoing, each Client agrees and acknowledges that it uses each Response at its own risk and that it is responsible for taking any actions it deems reasonable to determine whether its use of a Response will infringe any third party intellectual property, privacy or publicity rights.

4. Ownership; Rights to Use.

(a) Web Site and Service Generally. Except as expressly contemplated under this Agreement, as between Digrafika and you, Digrafika will own all right, title and interest in and to all copyright, trademark, service mark, patent, trade secret or other intellectual property and proprietary rights in and to the Web Site and Service, in all media now known or later devised, to the full extent provided under United States and international law. You shall not remove, conceal or alter any copyright notice, byline information, disclaimer, restriction or other notice on the Web Site or any portion thereof. You shall not use or permit any third party to use the name, trademarks, trade names, or trade dress of Digrafika, including “Digrafika”, without the prior written consent of Digrafika in its sole discretion for each such use

(b) Creative and Response Briefs. Upon submission a Creative or Response Brief or any other information or media provided by Customer in connection with Customer’s use of the Service (collectively, the “Customer Information”), Digrafika and its agents shall have all rights and licenses necessary to use such Customer Information for purposes of obtaining Responses and for archival purposes. Each Member to whom a Client project is made available has the right to review and display the Term Sheet solely for purposes of preparing a Response

(a) Rights of Digrafika. The Customer grants Digrafika royalty-free, perpetual, irrevocable, sublicenseable, exclusive, worldwide right (including any moral rights) and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display (in whole or in part), and/or incorporate in other works, in any form, media, or technology now known or later developed, the designs provided by Digrafika, for the full term of any intellectual property rights that may exist in such designs to the extent necessary to provide the Customer with the Service and the design Responses.

(b) Rights of the Customer. Subject to the Customer’s compliance with the terms and conditions of this Agreement, the Customer shall own the final design Response provided to the Customer by Digrafika hereunder. The Customer shall not, however, own any materials, media or other content generated during any revision cycles leading up to the final design Response, with such right, title and interest expressly reserved to Digrafika. The Customer acknowledges and hereby grants to Digrafika the right to use Creative and Revision Briefs, as well as individual Responses provided to the Customer, for internal and archival purposes, and in order to display and promote the Digrafika Service. The Customer acknowledges that his rights under this Agreement shall be limited solely to the final Response chosen by him and that no trade or service marks in or to such final design is being conveyed under this Agreement. The Customer acknowledges that Digrafika shall have no obligation or duty to perform trade or service mark searches or inquiries, or the like, in order validate the propriety or legality of the provided compositions.

Accordingly, the Customer is encouraged to perform its own independent searches with regard to the designs provided by Digrafika. Furthermore, the Customer acknowledges that Digrafika shall have no responsibility or obligation of any kind to assist the Customer in seeking state or federal intellectual property protection (i.e., without limitation, trademark registration) for the designs, nor shall Digrafika be responsible in otherwise assisting the Customer in any way in the Customer’s perfection of the Customer’s rights in or to the designs.

5. Nondisclosure and Privacy.

(a) Privacy. Digrafika intends to use commercially reasonable efforts to follow its privacy policy, as such privacy policy may be changed from time to time at Digrafika’s sole discretion. Notwithstanding the foregoing, Digrafika cannot and does not assume any responsibility or liability for any information provided by the Customer to Digrafika, submitted to the Web Site or otherwise, which may be disclosed by accident or by third parties’ illegal acts.

6. Disclaimers; Limitations of Liability.

(a) Disclaimer of Warranties. THE SERVICE AND THE RESPONSES ARE PROVIDED “AS IS.” DIGRAFIKA MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER TO THE CUSTOMER OR ANY OTHER PERSON RELATING IN ANY WAY TO THE SERVICE OR WEB SITE, INCLUDING ANY PART THEREOF, OR ANY WEB SITE OR OTHER CONTENT OR SERVICE THAT MAY BE ACCESSIBLE DIRECTLY OR INDIRECTLY THROUGH THE WEB SITE, INCLUDING ANY RESPONSE, JOB, TERM SHEET, USER IDENTITY OR LINKED CONTENT (ASHEREINAFTER DEFINED).