Contract Agreement

Please sign and date this agreement at the bottom after carefully reading through it.

Purpose of the Agreement

This Client enters into this contract to hire agency, Lottie May LLC dba Soiree Studio (“the Designer”) a North Carolina limited liability company, to complete the "Services."

I. Services

1. Scope of Work

In this Agreement, "Services" refers to the scope of work listed below and on a one-time basis:

• Brand Moodboard + Visual Direction
• Custom primary logo
• Custom secondary logo or Submark
• Color palette with pantone color matching
• Typography curation
• Brand Guidelines
• Two concepts, three revision rounds
• Squarespace landing page

The Designer acknowledges that additional pages or features not listed within this Scope of Work may arise during the normal course of the project. The Designer will make reasonable efforts to accommodate these additions, provided that they can be integrated within the agreed timeline of the project without causing excessive delays. Any significant changes or additions to the scope of work may require a separate agreement and additional fees.

We are not responsible for costs, consulting, or work of contractors hired by the Client, including: fees, agreements, and coordinations for other contractors who may be involved on the project.

2. Changes in Scope

Scope of work is limited to what is listed. If any additional work outside of the "Services" stipulated in the Contract are requested, the Designer will create an additional Contract and Invoice for the Client for a new scope of work. The Client will be notified and must approve in writing (via email) additional services before they will be performed. The Client will also be given the opportunity to purchase additional services at package rates, when deemed appropriate by the Designer.

3. Rounds of Revisions

Client is entitled to 3 revision rounds after the design direction is chosen.

II. Project Schedule

The Designer will begin work on the agreed upon Project Start Date and the work shall continue until scope of work is completed on or around the Estimated Completion Date. This agreement can be ended or rescheduled by either Client or Designer at any time, pursuant to the terms of this agreement. Client fully understands that submission of assets and prompt feedback is key to completing the project on time. Client must submit the assets as stated in Client Responsibilities and must respond within 2 business days. Otherwise, Designer reserves the right to put the project on hold, reschedule the project and charge a restart fee pursuant to the terms of this agreement. If the Client is not ready to begin by the Project Start Date, the project will need to be rebooked and the Client will be charged a $250 re-booking fee (unless there are extenuating circumstances; for example: a bereavement period, natural disaster or period of depression or other mental health experiences).

III. Cost, Fees and Payment

Client agrees to pay Designer $7,000 for the total cost of services listed in this agreement.

1. Refunds and Chargebacks

The Designer will not issue refunds for work or services already rendered under any circumstances. In the event that the Client is not satisfied with the work product, the Client agrees to collaborate with the Designer to seek a mutually agreeable solution before taking any formal action. The Client further agrees not to initiate credit card chargebacks for any reason. Should a chargeback be initiated, the Client will be responsible for any fees, charges, or penalties incurred by the Designer as a result.

2. Expenses

Any expenses incurred by the Designer while providing Client with Services will be invoiced to Client in a timely manner [e.g. font and image licenses]. Client is responsible for paying for and delivering any third-party software licenses or products Client wishes. At the Designer's discretion, the Designer will make reasonable efforts to integrate Client’s suggested software or products.

IV. Client Responsibilities

1. Assets and Access

Client agrees to provide the following prior to starting the project on (The “Project Start Date”):

• Carefully review and sign this Agreement;
• Thoroughly complete the Intake Questionnaire;
• Schedule and Carry out the Project Kickoff Call;
• Provide completed website copy at least one (1) week prior to the website build-out portion of the project, if applicable. If the copy is not complete and delivered at this time, we will proceed with lorem ipsum text and the Client will be responsible for adding text content after website completion. We will provide copy prompts if requested, or provide references for copywriters that we routinely work with.
• Provide photography for website at least one (1) week prior to the website build-out portion of the project. If the photos are not delivered by this time, we will proceed with stock photography and the Client will be responsible for updating the images after website completion.

Extreme delays in provision of project assets may cause rescheduling of the project, pursuant to terms of this agreement. Designer will keep all account information and materials confidential.

2. Timeliness

Client agrees to promptly respond within 2 business days to Designer's questions and requests throughout the duration of the project to ensure timely project completion. Client understands that any instance of delay in feedback will cause delay in delivery of project milestone by at least 4 business days. In the event that client does not respond within seven business days, it is within Agency's discretion to put the project on hold or reschedule based on section "Cancellations and Rescheduling”. After 30 days of no contact from Client to the Designer, Designer will assume Client is no longer in need of the Designer’s services, and the Designer will terminate the Agreement. In this event, all unpaid fees will be due immediately and collected at the time of termination.

3. Proofing & Approvals

It is Client’s sole responsibility to adequately examine all work produced during the project and provide thoughtful and thorough feedback. Client agrees to ensure that work is accurate and free of errors. The Designer will prevent errors and omissions in the design process in best efforts. Client agrees to relieve and hold the Designer harmless from all liability involved with potential errors and omission. Client shall approve proofs within 2 business days. Any changes to key deliverables after proof is approved may be subject to rescheduling and additional cost at the Designer's sole discretion. Approval of each deliverable is final and any major changes may require a reassessment of the project scope and cost because the final output is dependent on prior approvals.

4. Communication Method

Parties acknowledge the importance of consolidating correspondences to ensure thorough and timely completion of tasks. Client agrees to use Slack and/or Email as main method of communication. During the course of the project, 1 video calls will be scheduled that correspond to key project milestones. More video calls may be scheduled at the Designer's discretion. Unless otherwise agreed upon, the Designer will respond to emails and Slack communication as able, M-Th, 9-5pm EST.

In order for best results during the project, all communication should be respectful.

5. Contact Person

Due to the complexity of The Services, we will only communicate with one (1) primary decision maker for the business for the duration of our project.

6. Accessibility

The Designer makes reasonable effort to design with accessibility in mind. Client agrees that he/she has the sole duty and responsibility to ensure that the website and/or design features comply with state and federal accessibility laws. The Designer shall be held harmless for any failure of Client to place necessary accessibility features on their website.

V. Ownership & Licenses

1. Assignment of Copyright

Until the project is paid in full, The Designer retains all rights to final work created. The Designer hereby gives the The Client this work product once the Client pays for it in full.

2. Preliminary Work

The Designer shall retain all rights and interest in non-final work product.

3. Portfolio Release and Credit

Client agrees that The Designer has the right to use materials created pursuant to this Agreement for The Designers’s portfolio, samples, self-promotion including advertising for The Designer’s business including without limitation on Pinterest or Instagram, or any other social media platform. In the event Client wishes to exclude some specific materials from the release under this paragraph, or to limit the time period of such release, The Designer and Client may agree in writing to such limitation.

4. Early Termination

If Client elects to cease working with The Designer prior to project completion, Client retains no rights to any intellectual property or development product created and design products may not be duplicated or replicated in any way.

5. Background IP

Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and web application tools. The Designer is not giving the Client this background IP.

VI. Confidentiality

1. Non-Disclosure of Confidential Information

Parties promise and agree to: (i) Hold in confidence and not disclose or use any Confidential Information (as defined below) (ii) Not make copies of any Confidential Information or any content unless requested to do so by the Client or (iii) Use Confidential Information other than solely for the benefit of the Client, or (iv) Use Confidential Information only for purposes of carrying out obligations as described in this Agreement. For purposes of this Agreement, Confidential Information includes, but is not limited to: “Confidential Information” means any information, technical data or know-how, including, but not limited to, all IP, information relating to business, financial data, trade secrets, and any other information intended to be confidential or proprietary or which information would, under the circumstances, appear to a reasonable person to be confidential or proprietary. Information is not confidential if it is generally available or known within the industry, it is in the public domain, it was known to the Parties before this Agreement was entered into, it was independently received by the Parties from a third party, or it was developed independently by either Party without prior knowledge of privileged or confidential information.

VII. Designer and Client Relationship

1. Work Relationship

The Client is hiring the Designer as an independent contractor. The Client and the Designer do not have a partnership or employer-employee relationship. The Designer has the right to hire assistants, subcontractors, or employees to provide Client with its Services. The Designer will have sole direction, control and responsibility for determining the method, details and means of performing the Services. Client is not responsible for paying for any taxes, benefits, Workers Compensation, insurance, or unemployment fees to the Designer. Client understands that the Designer shall remain free to enter into additional contracts and provide services to other Clients.

VIII. Cancellations and Rescheduling

1. Term and Termination

This Agreement shall last from the date of execution to the completion of the Services, as described herein. The Client has the right to cancel this contract until midnight of the third (3rd) business day after this Agreement is signed and executed. The Client may cancel this agreement by emailing a written notice to the Designer before midnight of the third (3rd) business day. If a notice of cancellation is sent after this deadline it may be deemed invalid at the sole discretion of The Designer. Upon such notice of termination, the Designer will provide an invoice to the Client outlining all costs incurred to the point of such notice. Such costs shall be due immediately and payable upon termination. The Designer may withhold any deliverables pursuant to the Services until such payment is made in full.

2. Discretionary Cancellation by Client

Should the Client decide to cancel the agreement for any reason at any time, Client shall at least provide 30 calendar days notice to the Designer. Upon cancellation, all outstanding fees for work performed are immediately due and payable to the Designer. Client agrees to reimburse the Designer for any agreed-upon, non-cancellable expenses. The Designer will not be obligated to refund any portion of monies Client has previously paid. Previous payment may be used as credit for a future project or partially refunded solely at the Designer’s discretion.

3. Default

The Designer reserves the right to cancel the project with Client in the event of feedback delays, failure to pay and any breach of Agreement herein.

4. Rescheduling and Restart Fees

Should the Client decide to cancel the agreement for any reason at any time, Client shall at least provide 30 calendar days notice to the Designer. Upon cancellation, all outstanding fees for work performed are immediately due and payable to the Designer. Client agrees to reimburse the Designer for any agreed-upon, non-cancellable expenses. The Designer will not be obligated to refund any portion of monies Client has previously paid. Previous payment may be used as credit for a future project or partially refunded solely at the Designer’s discretion.

5. Discretionary Cancellation by Designer

In the event The Designer determines, in its sole discretion, that it cannot or will not perform its obligations under this Agreement due to circumstances including, but not limited to, injury, illness, death of family member, or other personal emergencies, it will: (i) Notify the client immediately, (ii) provide a reasonable refund or credit based on services already rendered and (iii) exclude client of any other payment obligation.

IX. Warranties and Representation 1. Representation & Warranty

Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract. The Designer promises that she owns the work product and work product does not infringe and will not infringe on someone else's intellectual property rights. The Designer promises that the manner she does this job, the work product, and any background IP it uses comply with applicable laws. The Designer promises to have the required skill and experience to perform the Services.

2. Approval & Intellectual Property Warranty

The Client promises to review the work product, to be reasonably available to the the Designer if the the Designer has questions regarding this project, and to provide timely feedback and decisions. Client guarantees ownership and license to use materials provided. Client warrants and represents that it will not knowingly violate the intellectual property rights of any third party in its performance of the Services. Client will indemnify the Designer against any and all claims, damages or losses related to IP of material provided.

X. Limits of Liability

1. Limitation of liability

In no event shall the Designer be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by the Designer, even if the Designer has been advised of the possibility of such damages.

2. Maximum Damages

In all circumstances, the Designer's maximum liability to Client for damages for any and all causes whatsoever, and Client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to a refund, the maximum amount not to exceed the total monies paid by Client under this Agreement.

3. Indemnification

Client agrees to indemnify and hold the Designer, its heirs, legal representatives, employees, harmless against any liability relating to or arising from any work produced including but not limited to packaging, website, and other designs.

4. Disclaimer

The Designer makes no guarantees regarding the results Client may obtain by working together. The Agency does not represent warrant profits, financial gains, mileage, traffic. Results are dependent on several factors including but not limited to: Client's cooperation, creative vision, target audience.

5. File Storage Release

The Designer stores all project assets, designs, codes and correspondences during the project. After termination of the agreement, Client releases the Designer from any and all liability for lost or damaged files or designs and Client acknowledges full responsibility in backing-up files and content.

6. Artistic Style Release

Client has sufficiently reviewed the Designer's portfolio and acknowledges that the work will be consistent to the Designer's artistic style and ability. The Designer will use personal judgement and creative expertise in fulfilling the work and the action might not be in favor to the Client’s suggestions at all times.

XI. General Provisions

1. Assignment

This Contract applies only to the Client and the the Designer. There shall be no assignment of obligations. Neither Party may assign any of its respective obligations under this Agreement without the express written consent of the other Party. This is a binding Agreement that incorporates the entire understanding of the Parties.

2. Integration

This Agreement represents the parties’ final and complete understanding of this job and the subject matter discussed in this Agreement. This Agreement supersedes all other contracts (both written and oral) between the parties.

3. Handling of Disputes

The Parties agree that any dispute regarding this Agreement, and any claim made by Client for return of monies paid to the Designer, shall be handled in accordance with the laws of North Carolina. Specifically, if Client cancels credit card payments after the three day cancellation period permitted by law and outlined in this Agreement, this Agreement is immediately terminated, and the Designer reserves the right to dispute such cancellation and pursue Client for monies owed to the Designer for services already performed but unpaid by Client due to such credit card cancellation. Client agrees that, regardless of whether Client is ultimately successful in any credit card cancellation dispute, it is liable to pay the Designer for the work already performed as of the time of the cancellation request, at an hourly rate of $175 per hour for all hours spent on Client’s project. The Designer will provide Client with an itemization of hours spent within a reasonable time upon the request of the Client and payment will be expected in full within thirty (30) days from the date such itemization is provided. If Client does not pay for such hourly work upon the Designer’s demand and within thirty (30) days, the Designer reserves the right to initiate an action in court for breach of contract, regardless of the previous outcome of any credit card cancellation dispute. Additionally, if the Designer is successful in any credit card cancellation dispute, the Designer reserves the right to pursue Client for the costs the Designer had incurred in disputing or defending such credit card cancellation, including but not limited to the lost business profits in the form of time the Designer and its representatives spent handling such dispute, at the Designer’s hourly rate of $175.

4. Jurisdiction

The parties understand and agree that the construction and interpretation of this Agreement is governed by the laws of the State of North Carolina. In the event that either party must initiate legal action to enforce this Agreement, the Parties agree that the proper venue for such action shall be the courts of the State of North Carolina. By signing this contract or by expressing your confirmation in writing (on paper or in electronic form), you agree to all the terms and conditions of this contract, which is effective from the most recent date that appears in the signing page or email.

5. Modification Waiver

To change anything in this Contract, the Client and the Designer must agree to that change in writing and sign a document showing their Agreement.

6. Notices

Any notices required or permitted to be given hereunder shall be given via email to hello@soiree.studio. Any notice shall be effective upon delivery.

7. Severability

If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, the remaining provisions of this Agreement shall remain in full force and effect.

8. Force Majeure

Either party may invoke Force Majeure to excuse the failure to perform its obligations, if such failure was caused by: acts of God, strikes, government restrictions, communicable diseases, epidemics, pandemics, national disasters; or failure of suppliers, subcontractors, and carriers to substantially meet their performance obligations, or other causes reasonably beyond control. Failure to make a payment may only be considered a Force Majeure event if caused by an interruption in a third-party payment systems that otherwise qualifies as a force-majeure event. A party invoking force majeure to excuse its failure of timely performance must show that the force-majeure event(s) and their relevant effects (i) were beyond the invoking party’s reasonable control and (ii) could not have been avoided through the exercise of due care by the invoking party.

9. Governing Law

The laws of the state of North Carolina govern the rights and obligations of the Client and the the Designer under this Contract, without regard to conflict of law principles of that state.

10. Headings

Headings and titles are provided in this Agreement for convenience only and will not be construed as part of this Agreement.

Signatures

This Agreement shall be signed by both Parties agreeing to the terms laid out above. This Agreement is effective upon our signatures as of the day and date first above stated. The Parties agree that a facsimile copy (electronic copy) of this Agreement, which contains the Parties’ signatures, may be used as the original.

Contract Agreement

Please sign and date this agreement at the bottom after carefully reading through it.

Purpose of the Agreement

This Client enters into this contract to hire agency, Lottie May LLC dba Soiree Studio (“the Designer”) a North Carolina limited liability company, to complete the "Services."

I. Services

1. Scope of Work

In this Agreement, "Services" refers to the scope of work listed below and on a one-time basis:

• Brand Moodboard + Visual Direction
• Custom primary logo
• Custom secondary logo or Submark
• Color palette with pantone color matching
• Typography curation
• Brand Guidelines
• Two concepts, three revision rounds
• Squarespace landing page

The Designer acknowledges that additional pages or features not listed within this Scope of Work may arise during the normal course of the project. The Designer will make reasonable efforts to accommodate these additions, provided that they can be integrated within the agreed timeline of the project without causing excessive delays. Any significant changes or additions to the scope of work may require a separate agreement and additional fees.

We are not responsible for costs, consulting, or work of contractors hired by the Client, including: fees, agreements, and coordinations for other contractors who may be involved on the project.

2. Changes in Scope

Scope of work is limited to what is listed. If any additional work outside of the "Services" stipulated in the Contract are requested, the Designer will create an additional Contract and Invoice for the Client for a new scope of work. The Client will be notified and must approve in writing (via email) additional services before they will be performed. The Client will also be given the opportunity to purchase additional services at package rates, when deemed appropriate by the Designer.

3. Rounds of Revisions

Client is entitled to 3 revision rounds after the design direction is chosen.

II. Project Schedule

The Designer will begin work on the agreed upon Project Start Date and the work shall continue until scope of work is completed on or around the Estimated Completion Date. This agreement can be ended or rescheduled by either Client or Designer at any time, pursuant to the terms of this agreement. Client fully understands that submission of assets and prompt feedback is key to completing the project on time. Client must submit the assets as stated in Client Responsibilities and must respond within 2 business days. Otherwise, Designer reserves the right to put the project on hold, reschedule the project and charge a restart fee pursuant to the terms of this agreement. If the Client is not ready to begin by the Project Start Date, the project will need to be rebooked and the Client will be charged a $250 re-booking fee (unless there are extenuating circumstances; for example: a bereavement period, natural disaster or period of depression or other mental health experiences).

III. Cost, Fees and Payment

Client agrees to pay Designer $7,000 for the total cost of services listed in this agreement.

1. Refunds and Chargebacks

The Designer will not issue refunds for work or services already rendered under any circumstances. In the event that the Client is not satisfied with the work product, the Client agrees to collaborate with the Designer to seek a mutually agreeable solution before taking any formal action. The Client further agrees not to initiate credit card chargebacks for any reason. Should a chargeback be initiated, the Client will be responsible for any fees, charges, or penalties incurred by the Designer as a result.

2. Expenses

Any expenses incurred by the Designer while providing Client with Services will be invoiced to Client in a timely manner [e.g. font and image licenses]. Client is responsible for paying for and delivering any third-party software licenses or products Client wishes. At the Designer's discretion, the Designer will make reasonable efforts to integrate Client’s suggested software or products.

IV. Client Responsibilities

1. Assets and Access

Client agrees to provide the following prior to starting the project on (The “Project Start Date”):

• Carefully review and sign this Agreement;
• Thoroughly complete the Intake Questionnaire;
• Schedule and Carry out the Project Kickoff Call;
• Provide completed website copy at least one (1) week prior to the website build-out portion of the project, if applicable. If the copy is not complete and delivered at this time, we will proceed with lorem ipsum text and the Client will be responsible for adding text content after website completion. We will provide copy prompts if requested, or provide references for copywriters that we routinely work with.
• Provide photography for website at least one (1) week prior to the website build-out portion of the project. If the photos are not delivered by this time, we will proceed with stock photography and the Client will be responsible for updating the images after website completion.

Extreme delays in provision of project assets may cause rescheduling of the project, pursuant to terms of this agreement. Designer will keep all account information and materials confidential.

2. Timeliness

Client agrees to promptly respond within 2 business days to Designer's questions and requests throughout the duration of the project to ensure timely project completion. Client understands that any instance of delay in feedback will cause delay in delivery of project milestone by at least 4 business days. In the event that client does not respond within seven business days, it is within Agency's discretion to put the project on hold or reschedule based on section "Cancellations and Rescheduling”. After 30 days of no contact from Client to the Designer, Designer will assume Client is no longer in need of the Designer’s services, and the Designer will terminate the Agreement. In this event, all unpaid fees will be due immediately and collected at the time of termination.

3. Proofing & Approvals

It is Client’s sole responsibility to adequately examine all work produced during the project and provide thoughtful and thorough feedback. Client agrees to ensure that work is accurate and free of errors. The Designer will prevent errors and omissions in the design process in best efforts. Client agrees to relieve and hold the Designer harmless from all liability involved with potential errors and omission. Client shall approve proofs within 2 business days. Any changes to key deliverables after proof is approved may be subject to rescheduling and additional cost at the Designer's sole discretion. Approval of each deliverable is final and any major changes may require a reassessment of the project scope and cost because the final output is dependent on prior approvals.

4. Communication Method

Parties acknowledge the importance of consolidating correspondences to ensure thorough and timely completion of tasks. Client agrees to use Slack and/or Email as main method of communication. During the course of the project, 1 video calls will be scheduled that correspond to key project milestones. More video calls may be scheduled at the Designer's discretion. Unless otherwise agreed upon, the Designer will respond to emails and Slack communication as able, M-Th, 9-5pm EST.

In order for best results during the project, all communication should be respectful.

5. Contact Person

Due to the complexity of The Services, we will only communicate with one (1) primary decision maker for the business for the duration of our project.

6. Accessibility

The Designer makes reasonable effort to design with accessibility in mind. Client agrees that he/she has the sole duty and responsibility to ensure that the website and/or design features comply with state and federal accessibility laws. The Designer shall be held harmless for any failure of Client to place necessary accessibility features on their website.

V. Ownership & Licenses

1. Assignment of Copyright

Until the project is paid in full, The Designer retains all rights to final work created. The Designer hereby gives the The Client this work product once the Client pays for it in full.

2. Preliminary Work

The Designer shall retain all rights and interest in non-final work product.

3. Portfolio Release and Credit

Client agrees that The Designer has the right to use materials created pursuant to this Agreement for The Designers’s portfolio, samples, self-promotion including advertising for The Designer’s business including without limitation on Pinterest or Instagram, or any other social media platform. In the event Client wishes to exclude some specific materials from the release under this paragraph, or to limit the time period of such release, The Designer and Client may agree in writing to such limitation.

4. Early Termination

If Client elects to cease working with The Designer prior to project completion, Client retains no rights to any intellectual property or development product created and design products may not be duplicated or replicated in any way.

5. Background IP

Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and web application tools. The Designer is not giving the Client this background IP.

VI. Confidentiality

1. Non-Disclosure of Confidential Information

Parties promise and agree to: (i) Hold in confidence and not disclose or use any Confidential Information (as defined below) (ii) Not make copies of any Confidential Information or any content unless requested to do so by the Client or (iii) Use Confidential Information other than solely for the benefit of the Client, or (iv) Use Confidential Information only for purposes of carrying out obligations as described in this Agreement. For purposes of this Agreement, Confidential Information includes, but is not limited to: “Confidential Information” means any information, technical data or know-how, including, but not limited to, all IP, information relating to business, financial data, trade secrets, and any other information intended to be confidential or proprietary or which information would, under the circumstances, appear to a reasonable person to be confidential or proprietary. Information is not confidential if it is generally available or known within the industry, it is in the public domain, it was known to the Parties before this Agreement was entered into, it was independently received by the Parties from a third party, or it was developed independently by either Party without prior knowledge of privileged or confidential information.

VII. Designer and Client Relationship

1. Work Relationship

The Client is hiring the Designer as an independent contractor. The Client and the Designer do not have a partnership or employer-employee relationship. The Designer has the right to hire assistants, subcontractors, or employees to provide Client with its Services. The Designer will have sole direction, control and responsibility for determining the method, details and means of performing the Services. Client is not responsible for paying for any taxes, benefits, Workers Compensation, insurance, or unemployment fees to the Designer. Client understands that the Designer shall remain free to enter into additional contracts and provide services to other Clients.

VIII. Cancellations and Rescheduling

1. Term and Termination

This Agreement shall last from the date of execution to the completion of the Services, as described herein. The Client has the right to cancel this contract until midnight of the third (3rd) business day after this Agreement is signed and executed. The Client may cancel this agreement by emailing a written notice to the Designer before midnight of the third (3rd) business day. If a notice of cancellation is sent after this deadline it may be deemed invalid at the sole discretion of The Designer. Upon such notice of termination, the Designer will provide an invoice to the Client outlining all costs incurred to the point of such notice. Such costs shall be due immediately and payable upon termination. The Designer may withhold any deliverables pursuant to the Services until such payment is made in full.

2. Discretionary Cancellation by Client

Should the Client decide to cancel the agreement for any reason at any time, Client shall at least provide 30 calendar days notice to the Designer. Upon cancellation, all outstanding fees for work performed are immediately due and payable to the Designer. Client agrees to reimburse the Designer for any agreed-upon, non-cancellable expenses. The Designer will not be obligated to refund any portion of monies Client has previously paid. Previous payment may be used as credit for a future project or partially refunded solely at the Designer’s discretion.

3. Default

The Designer reserves the right to cancel the project with Client in the event of feedback delays, failure to pay and any breach of Agreement herein.

4. Rescheduling and Restart Fees

Should the Client decide to cancel the agreement for any reason at any time, Client shall at least provide 30 calendar days notice to the Designer. Upon cancellation, all outstanding fees for work performed are immediately due and payable to the Designer. Client agrees to reimburse the Designer for any agreed-upon, non-cancellable expenses. The Designer will not be obligated to refund any portion of monies Client has previously paid. Previous payment may be used as credit for a future project or partially refunded solely at the Designer’s discretion.

5. Discretionary Cancellation by Designer

In the event The Designer determines, in its sole discretion, that it cannot or will not perform its obligations under this Agreement due to circumstances including, but not limited to, injury, illness, death of family member, or other personal emergencies, it will: (i) Notify the client immediately, (ii) provide a reasonable refund or credit based on services already rendered and (iii) exclude client of any other payment obligation.

IX. Warranties and Representation 1. Representation & Warranty

Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract. The Designer promises that she owns the work product and work product does not infringe and will not infringe on someone else's intellectual property rights. The Designer promises that the manner she does this job, the work product, and any background IP it uses comply with applicable laws. The Designer promises to have the required skill and experience to perform the Services.

2. Approval & Intellectual Property Warranty

The Client promises to review the work product, to be reasonably available to the the Designer if the the Designer has questions regarding this project, and to provide timely feedback and decisions. Client guarantees ownership and license to use materials provided. Client warrants and represents that it will not knowingly violate the intellectual property rights of any third party in its performance of the Services. Client will indemnify the Designer against any and all claims, damages or losses related to IP of material provided.

X. Limits of Liability

1. Limitation of liability

In no event shall the Designer be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by the Designer, even if the Designer has been advised of the possibility of such damages.

2. Maximum Damages

In all circumstances, the Designer's maximum liability to Client for damages for any and all causes whatsoever, and Client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to a refund, the maximum amount not to exceed the total monies paid by Client under this Agreement.

3. Indemnification

Client agrees to indemnify and hold the Designer, its heirs, legal representatives, employees, harmless against any liability relating to or arising from any work produced including but not limited to packaging, website, and other designs.

4. Disclaimer

The Designer makes no guarantees regarding the results Client may obtain by working together. The Agency does not represent warrant profits, financial gains, mileage, traffic. Results are dependent on several factors including but not limited to: Client's cooperation, creative vision, target audience.

5. File Storage Release

The Designer stores all project assets, designs, codes and correspondences during the project. After termination of the agreement, Client releases the Designer from any and all liability for lost or damaged files or designs and Client acknowledges full responsibility in backing-up files and content.

6. Artistic Style Release

Client has sufficiently reviewed the Designer's portfolio and acknowledges that the work will be consistent to the Designer's artistic style and ability. The Designer will use personal judgement and creative expertise in fulfilling the work and the action might not be in favor to the Client’s suggestions at all times.

XI. General Provisions

1. Assignment

This Contract applies only to the Client and the the Designer. There shall be no assignment of obligations. Neither Party may assign any of its respective obligations under this Agreement without the express written consent of the other Party. This is a binding Agreement that incorporates the entire understanding of the Parties.

2. Integration

This Agreement represents the parties’ final and complete understanding of this job and the subject matter discussed in this Agreement. This Agreement supersedes all other contracts (both written and oral) between the parties.

3. Handling of Disputes

The Parties agree that any dispute regarding this Agreement, and any claim made by Client for return of monies paid to the Designer, shall be handled in accordance with the laws of North Carolina. Specifically, if Client cancels credit card payments after the three day cancellation period permitted by law and outlined in this Agreement, this Agreement is immediately terminated, and the Designer reserves the right to dispute such cancellation and pursue Client for monies owed to the Designer for services already performed but unpaid by Client due to such credit card cancellation. Client agrees that, regardless of whether Client is ultimately successful in any credit card cancellation dispute, it is liable to pay the Designer for the work already performed as of the time of the cancellation request, at an hourly rate of $175 per hour for all hours spent on Client’s project. The Designer will provide Client with an itemization of hours spent within a reasonable time upon the request of the Client and payment will be expected in full within thirty (30) days from the date such itemization is provided. If Client does not pay for such hourly work upon the Designer’s demand and within thirty (30) days, the Designer reserves the right to initiate an action in court for breach of contract, regardless of the previous outcome of any credit card cancellation dispute. Additionally, if the Designer is successful in any credit card cancellation dispute, the Designer reserves the right to pursue Client for the costs the Designer had incurred in disputing or defending such credit card cancellation, including but not limited to the lost business profits in the form of time the Designer and its representatives spent handling such dispute, at the Designer’s hourly rate of $175.

4. Jurisdiction

The parties understand and agree that the construction and interpretation of this Agreement is governed by the laws of the State of North Carolina. In the event that either party must initiate legal action to enforce this Agreement, the Parties agree that the proper venue for such action shall be the courts of the State of North Carolina. By signing this contract or by expressing your confirmation in writing (on paper or in electronic form), you agree to all the terms and conditions of this contract, which is effective from the most recent date that appears in the signing page or email.

5. Modification Waiver

To change anything in this Contract, the Client and the Designer must agree to that change in writing and sign a document showing their Agreement.

6. Notices

Any notices required or permitted to be given hereunder shall be given via email to hello@soiree.studio. Any notice shall be effective upon delivery.

7. Severability

If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, the remaining provisions of this Agreement shall remain in full force and effect.

8. Force Majeure

Either party may invoke Force Majeure to excuse the failure to perform its obligations, if such failure was caused by: acts of God, strikes, government restrictions, communicable diseases, epidemics, pandemics, national disasters; or failure of suppliers, subcontractors, and carriers to substantially meet their performance obligations, or other causes reasonably beyond control. Failure to make a payment may only be considered a Force Majeure event if caused by an interruption in a third-party payment systems that otherwise qualifies as a force-majeure event. A party invoking force majeure to excuse its failure of timely performance must show that the force-majeure event(s) and their relevant effects (i) were beyond the invoking party’s reasonable control and (ii) could not have been avoided through the exercise of due care by the invoking party.

9. Governing Law

The laws of the state of North Carolina govern the rights and obligations of the Client and the the Designer under this Contract, without regard to conflict of law principles of that state.

10. Headings

Headings and titles are provided in this Agreement for convenience only and will not be construed as part of this Agreement.

Signatures

This Agreement shall be signed by both Parties agreeing to the terms laid out above. This Agreement is effective upon our signatures as of the day and date first above stated. The Parties agree that a facsimile copy (electronic copy) of this Agreement, which contains the Parties’ signatures, may be used as the original.