Wholesale Contract Terms of Service

I. Initial Consultation/Quoting

1. At this time, the Designer and the Client will agree on all content to be provided by the Client in order to progress promptly with the work, project deadline and scope.

2. An estimate will be provided before any work begins based on the wholesale rate of $35/hr for general design work and significant discounts on various service packages.

3. If a change to the project scope is requested which will change the final invoice by more than 5% of the project estimate, the Client will be notified before any additional work begins.

II. Commencement of Service

1. The Design & Development Period begins on the day that the initial payment of at least 50% of the estimate is received by Firewind Productions for a product or service. This date is hereafter referred to as the Commencement Date. By making such payment for products and/or services, Client expressly agrees to these terms of contract.

III. Design and Development Period

1. During this period, the Client's project will be designed, proofing will proceed, any stock photos or other media necessary for the project will be acquired, and any other arrangements necessary for the art will be made. The duration of this process depends on the Designer's schedule and prompt receipt of content to be supplied by the Client.

2. In order to proceed in an efficient manner, Client agrees to provide all content/information discussed during the initial consultation or any other content/information necessary for the project to the Designer within three (3) days of commencement of service. The design and development period (and consequently the deadline) may be extended if content to be supplied by the Client is not provided in a timely manner or if proofing changes are not received and returned promptly.

3. Comps & Proofing: 95% of all Firewind Productions' designs are approved within one or two proofs, however we will do as many proofs as are necessary to bring the project design to your complete satisfaction before production.  During the Design & Development Period, Firewind Productions will provide up to three comps (rough ideas) and six proofs from a selected comp (up to a total of nine proofs or comps) at no charge to you.  Additional proofs as necessary will be available for $25/ea.

IV. Close of Design & Development Period

1. The Design & Development Period will end when written approval for the project is received by Firewind Productions and the final invoice balance is paid. After final payment, Firewind Productions will deliver the final approved art to the Client.

V. Errors

1. Firewind Productions assumes no responsibility for errors. The Client shall be responsible for final proofreading on the assignment. Written approval of the final proof(s) received during the Design & Development Period indicates that the Client assumes full responsibility for any errors contained therein.

VI. Optional Upgrades

1. RUSH PROCESSING. The Client may choose to place an optional RUSH SERVICE on the design & production schedule for guaranteed design, production and manufacturing within a specified number of business days. The availability of rush processing is determined solely by Firewind Productions. The specified rush turnaround begins upon the receipt of all materials necessary for the project to be supplied by the client and complete payment for the project has been made. Please contact us for more information.

VII. Financial Arrangements/Termination

1. If payment is not received promptly, the Design & Development Period may be put on hold until payment is made.  Payments 30 days past due may be considered a project cancellation.

2. Notwithstanding the above, Firewind Productions may terminate service under this contract at any time, without penalty, if the Client fails to comply with the terms of this contract, including non-payment.

VIII. Reservation of Rights

1. Upon completion of the Design and Development period, Firewind Productions will grant the Client full rights to the final approved graphics completed during the Design & Development period.

2. The Client will retain all rights to all content Client has provided.

3. Upon cancellation or kill during the Design & Development period, all rights for all content created by Firewind Productions revert to Firewind Productions.

4. Firewind Productions also reserves and witholds the right to use any images created during the Design & Development period in its portfolio. This right may be waived only via arrangement for payment of a separate fee.

5. All other rights not expressly granted are retained by Firewind Productions, including, but not limited to, all rights in sketches, comps, or other preliminary materials. Any use additional to that expressly granted requires arrangement or payment of a separate fee.

IX. Project Cancellation/Client Files

1. In the event of project cancellation, the Client will retain all rights to all content Client has provided during the course of the Design & Development Period.

2. All files provided by Client during a cancelled Design & Development Period may be deleted within 30 days of project cancellation unless file and data transfer is requested. Firewind Productions reserves the right to charge a reinstatement fee of $200 or $85/hour (whichever is less) for retrieval of such files. Firewind Productions will notify Client if retrieval is not possible.

3. Upon renewal of services after a hold longer than 30 days or project cancellation, Firewind Productions will issue a new estimate which supersedes any previous instrument or agreement.

4. In the event of project cancellation, Firewind Productions will assume no responsibility for the project unless relevant services are purchased. Also, in the event of project cancellation, the Client may no longer be eligible for their previous estimated project rate in the future.

X. Taxes

1. Firewind Productions shall not be liable for any taxes or other fees to be paid in accordance with or related to purchases made by Client. Client agrees to take full responsibility for all taxes and fees of any nature associated with such products sold.

XI. Material Products

1. Due to the fact that the Internet is neither owned nor controlled by any one entity, Firewind Productions can make no warranties or representations of any kind, whether expressed or implied, for the services it is providing. Firewind Productions also disclaims any warranty of merchant-ability or fitness for a particular purpose and will not be responsible for any damages that may be suffered by the Client, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or errors or omissions of the Client.

2. Firewind Productions may, at its option and at any time, reject material that violates this Terms of Use, including but not limited to after it has been put on Firewind Productions' Server. Firewind Productions agrees to notify Client immediately of its refusal of the material and afford Client the opportunity to amend or modify the material to satisfy the needs and/or requirements of Firewind Productions. If the Client fails to modify the material, as directed by Firewind Productions, within a reasonable period of time, which shall be determined between the parties themselves, the contract shall be deemed to be terminated.

XII. Trademarks & Copyrights

1. Client warrants that it has the right to use the applicable trademarks and copyrighted work, if any.

XIII. Hardware, Equipment, & Software

1. The customer is responsible for and must provide all telephone, computer, hardware and software equipment and services necessary to access Firewind Productions.

XIV. Age

1. The Client certifies that they are at least 18 years of age.

XV. Internet Etiquette/Code of Conduct

1. Client will be provided with a Client Portal that will contain multiple tools, proofing, file uploads, downloads, and payment information.. The network resources of Firewind Productions may not be used to impersonate another person or misrepresent authorization to act on behalf of others or the Designer. All messages transmitted via Firewind Productions' servers should correctly identify the sender; users may not alter the attribution of origin in electronic mail messages or posting.

2. Users must not attempt to undermine the security or integrity of computing systems or networks and must not attempt to gain unauthorized access. This includes (but is not limited to) such things as port scanning and Denial Of Service attacks of any kind.  Any evidence of such unauthorized access attempts will result in an immediate termination of Client's account without refund.

XVI. Lawful Purpose/Anti-Spam Policy

1. Client may only use Firewind Productions' services for lawful purpose. Transmission of any material in violation of any Country, Federal, State or Local regulation is strictly prohibited. To this effect, any other illegal materials are strictly prohibited as well as utilizing any copyrighted information (to which the Client does not hold the copyright or have obtained written permission).

2. Any complaint we receive about a violation of this or the preceding two points will be taken very seriously and will result in immediate project cancellation without a refund.

XVII. LIMITED LIABILITY

1. Client expressly agrees that use of Firewind Productions' services is at Client's sole risk. Neither Firewind Productions, its employees, affiliates, agents, third party information providers, merchants licensers or the like, warrant that Firewind Productions' services will not be interrupted or error free; nor do they make any warranty as to the results that may be obtained from the use of the services or as to the accuracy, reliability or content of any information service or merchandise contained in or provided through the Firewind Productions' services, unless otherwise expressly stated in this contract.

2. Under no circumstances, including negligence, shall Firewind Productions, its offices, agents or any one else involved in creating, producing or distributing Firewind Productions' services be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the Firewind Productions' services; or that results from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission or any failure of performance, whether or not limited to acts of God, communication failure, theft, destruction or unauthorized access to Firewind Productions' records, programs or services. Client hereby acknowledges that this paragraph shall apply to all content on Firewind Productions' server.

3. The Client agrees to indemnify and hold Firewind Productions harmless against any and all claims, costs, and expenses, including attorney’s fees, due to materials included in the Work at the request of the Client for which no copyright permission or privacy release was requested, or for which uses exceed the uses allowed pursuant to a permission or release.

4. Notwithstanding the above, Client's exclusive remedies for all damages, losses and causes of actions whether in contract, tort including negligence or otherwise, shall not exceed the aggregate amount which Client paid during the term of this contract and any reasonable legal fee and court costs.

XVIII. INDEMNIFICATION

1. Client agrees that it shall defend, indemnify, save and hold Firewind Productions harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorneys' fees, ("Liabilities") asserted against Firewind Productions, its agents, its customers, servants officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by Client, its agents, employees or assigns.

2. Client agrees to defend, indemnify and hold harmless Firewind Productions against Liabilities arising out of

   a) any injury to person or property caused by any products sold or otherwise distributed in connection with Firewind Productions' Server;

   b) any material supplied by Client infringing or allegedly infringing on the proprietary rights of a third party;

   c) copyright infringement.

XIX. CONTRACT REVISIONS

1. Revisions to this Contract will be applicable to previous Contracts as specified above.  Contract will always be located at this address:
   firewindproductions.com/solutions/wholesale-contract-terms

2. Revisions will be considered agreed to by the Client on renewal of service as specified in Section - Financial Arrangements.

3. No terms attached to any check for payment under this Agreement can modify the Agreement except under an independent instrument in writing signed by both parties.

XX. TRANSFER

1. Client may not transfer this contract without the written consent of Firewind Productions.

XXI. CONTRACT

1. These Terms and Conditions constitute the entire Contract and understanding of the parties.

2. Any changes or modifications to these Terms and Conditions of Contract thereto are agreed to by both parties upon commencement of services and/or renewal of services.

3. If any legal action is necessary to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which that party may be entitled. This provision shall be construed as applicable to the entire Agreement.

4. In case any one or more of the provisions of this Agreement be held for any reason to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if the invalid provision(s) had never been contained in this Agreement, provided that those provision(s) shall be curtailed, limited, or eliminated only to the extent necessary to remove the invalidity, illegality, or unenforceability.

5. No waiver by Firewind Productions of any breach by Client of any provision of this Agreement shall be deemed a waiver of any preceding or succeeding breach of this Agreement. No waiver shall be effective unless it is in writing, and then only to the extent expressly set forth in such writing.

6. Any dispute regarding this agreement shall be arbitrated in Lewiston, Idaho under the rules of the American Arbitration Association and the laws of the State of Idaho. This Agreement shall be governed by the laws of the State of Idaho and courts of such state shall have exclusive jurisdiction and venue.