Terms of Service

This Client Services Agreement ("Agreement") is entered into between Matt Kenney's Design Co. ("Designer") and the client identified in the applicable proposal, estimate, or statement of work ("Client").

This Agreement, together with each project proposal, estimate, statement of work, schedule, and any written change orders, forms the entire agreement between the parties for that project.

If there is any conflict between this Agreement and a project proposal or statement of work, the project proposal or statement of work controls only as to project-specific business terms such as scope, fees, deliverables, schedule, and included revisions.

Designer will provide the services described in the applicable project proposal or statement of work, which may include brand identity design, UI/UX design, web design, web development, motion design, advertising design, print design, design systems, and creative direction.

Any timeline given by Designer depends on Client's timely delivery of content, approvals, access, and feedback.

Any request that changes the agreed scope, deliverables, schedule, or assumptions is a change in scope and must be approved in writing.

Client will pay the fees stated in the applicable project proposal or statement of work.

Unless otherwise stated in writing, Client must pay a non-refundable 50% deposit before Designer begins work. The remaining 50%, along with any approved additional charges and reimbursable expenses, is due upon delivery of the final invoice unless a different payment schedule is stated in the project proposal.

Invoices are due within 7 calendar days of receipt unless a different payment period is stated in the project proposal.

Any unpaid balance, including the remaining 50%, may accrue a late fee equal to the lesser of 1.5% per month or the maximum amount permitted by applicable law, beginning on the first day after the payment due date.

If any invoice remains unpaid, Designer may suspend work, withhold final deliverables, remove access to unpublished work, delay transfer of files or ownership rights, and pursue collection of the outstanding balance.

Client is responsible for all reasonable costs of collection, including attorneys' fees, court costs, and collection-agency fees, to the extent permitted by law.

Client will reimburse pre-approved third-party costs and out-of-pocket expenses, including stock assets, fonts, plugins, hosting, printing, domain services, software services, contractors, travel, and similar project expenses.

All services are custom, time-based, and created specifically for Client.

The 50% deposit is non-refundable once the project is scheduled, reserved, or started.

All payments made for work performed, time spent, creative development, strategy, production, revisions, consultations, or project management are non-refundable.

Client is paying for Designer's time, expertise, availability, and custom creative services, not for a guaranteed subjective outcome.

Client's dislike of creative direction, style, concepts, drafts, or deliverables does not create any right to a refund, chargeback, reversal, or cancellation of amounts already due or paid.

If Client cancels the project for any reason, Client remains responsible for all work performed, time reserved, and all non-cancellable costs incurred through the cancellation date.

The number of included revision rounds, if any, will be stated in the project proposal or statement of work.

A revision means a reasonable modification to work already presented within the approved scope and direction. A request that introduces a new concept, reverses a prior approval, or materially changes the agreed direction is additional work and will be billed separately.

Client is responsible for reviewing deliverables promptly and carefully. Once Client approves a deliverable, further changes are limited to minor corrections unless otherwise agreed in writing.

Client will provide all required text, images, trademarks, brand materials, access credentials, technical information, and other content needed for the project in a timely manner.

Client will designate one primary point of contact with authority to give feedback, approvals, and instructions.

Client represents and warrants that it owns or has permission to use all materials it provides to Designer.

Client is responsible for final proofreading, factual review, legal review, regulatory review, and final approval before publication, manufacture, launch, or other public use.

This Agreement uses one intellectual property model only: assignment of rights in final works only.

Upon Designer's receipt of full and final payment for the project, Designer assigns to Client all right, title, and interest in the final approved deliverables specifically identified in the project proposal as final works ("Final Works").

Client receives no ownership rights, license rights, source files, final files, or transferable deliverables unless and until all invoices for the project have been paid in full.

Designer retains all right, title, and interest in sketches, drafts, comps, concepts, prototypes, rejected designs, alternate versions, tests, explorations, and all other preliminary or unused materials ("Preliminary Works").

Designer also retains all right, title, and interest in pre-existing materials, workflows, know-how, systems, code libraries, templates, processes, methods, components, and tools used to create the project ("Designer Tools").

To the extent any Designer Tools are embedded in or necessary to use the Final Works, Designer grants Client a non-exclusive, perpetual license to use those Designer Tools solely as incorporated into the Final Works.

All third-party materials, including fonts, stock media, open-source software, plugins, music, and other licensed assets, remain the property of their respective owners and are subject to their own license terms.

Client retains ownership of all text, trademarks, logos, photos, data, and other materials supplied by Client.

Designer may display the Final Works, the Client's name, and a brief description of the project in Designer's portfolio, website, social media, award submissions, talks, and marketing materials, unless the parties agree otherwise in writing.

If the project is confidential before launch, Designer will wait until the work is publicly released or until Client gives written approval.

Each party will keep the other party's non-public confidential information confidential and will not disclose it to third parties except as needed to perform the project, to professional advisors under duties of confidentiality, or as required by law.

Confidential information does not include information that is or becomes public through no fault of the receiving party, was already lawfully known by the receiving party, or is lawfully received from a third party without restriction.

These confidentiality obligations continue for two years after termination of the project, except for trade secrets, which will remain protected for as long as applicable law requires.

Designer warrants that services will be performed in a professional and workmanlike manner consistent with ordinary industry standards.

Designer further warrants, to the best of Designer's knowledge, that the Final Works created by Designer are original and do not knowingly infringe the intellectual-property rights of others, excluding Client Content and third-party materials.

Except as expressly stated in this Agreement, Designer makes no other warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

Designer does not warrant that the work will achieve any particular commercial result, conversion rate, sales performance, search ranking, legal compliance outcome, or uninterrupted technical operation unless expressly stated in the project proposal.

Client will defend, indemnify, and hold harmless Designer and Designer's officers, employees, contractors, and agents from any third-party claims, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising from or related to:

• >Client Content.
• >Materials, instructions, or approvals supplied by Client.
• >Client's use of the deliverables outside the scope of this Agreement.
• >Client's modification of the deliverables after delivery.
• >Client's failure to obtain required licenses, permissions, releases, or legal approvals.

Designer will defend, indemnify, and hold harmless Client from third-party claims to the extent directly arising from Designer's breach of the express warranties in Section 10, excluding any claim caused by Client Content, third-party materials, modifications by Client or others, or uses outside the approved scope.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DESIGNER'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO ANY PROJECT OR THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID TO DESIGNER FOR THE SPECIFIC PROJECT GIVING RISE TO THE CLAIM.

IN NO EVENT WILL DESIGNER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, LOST BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Either party may terminate a project on written notice if the other party materially breaches this Agreement and does not cure the breach within 10 days after written notice.

Designer may suspend performance immediately if Client fails to make a payment when due, fails to provide required materials, or otherwise prevents Designer from performing the work.

If a project is terminated, Client must pay Designer for all work performed, all time reserved or committed to the project, all non-cancellable expenses, and all approved third-party costs incurred through the termination date.

The deposit remains non-refundable, and no refund is owed for work already performed.

If full payment has not been made, Client receives no rights in unfinished work, preliminary work, or partially completed deliverables.

Designer is an independent contractor and not an employee, partner, joint venturer, or agent of Client.

Neither party will be liable for delay or failure in performance caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disruption, internet or infrastructure outages, government action, epidemic, or similar force majeure events.

This Agreement is governed by the laws of the State of Indiana, without regard to its conflict-of-law rules.

Any dispute arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Indiana, and each party consents to the personal jurisdiction and venue of those courts.

This Agreement and the applicable project proposal or statement of work constitute the entire agreement between the parties for the project and supersede prior discussions on that project.

Any amendment or waiver must be in writing and signed or clearly approved in writing by both parties.

By signing a project proposal, approving a statement of work, paying a deposit, or otherwise authorizing Designer to begin work, Client agrees to this Agreement.