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This Contract is between (the "Client") and Juno Creative LLC (the "Company"). The Client and the Company will collectively be referred to herein as the “Parties”.



The Contract is dated from the time of purchase.



The Parties hereby agree to the following:





1. WORK AND PAYMENT.



1.1 Services. Company will provide the Client with the following:


2:1 hour-long strategy intensive call. 2 weeks of Voxer support afterward is also provided if added on at time of checkout.



1.2. Payment. Payment shall be made to Juno Creative LLC, Astoria, New York 11105.



Client agrees to pay Juno Creative a total of $379; $479 if Voxer support is added on.


The project will not start until the total invoice is paid in full. The Client is permitted to make payments at any point prior to the schedule listed above.


As payment is due prior to the project start, failure to pay will result in losing your preferred project date. You will have an opportunity to select another project date, subject to the Company’s availability. If more than 30 days go by without payment, then Company reserves the right to cancel the project contract and the Client loses all rights to refunds.


In addition to any other right or remedy provided by law, if Client fails to pay for the Services when due, Juno Creative Studio has the option to treat such failure to pay as a material breach of this Contract and may cancel this Contract and/or seek legal remedies.


1.3 Expenses. The Client will reimburse the Company's expenses. Expenses must be pre-approved by the Client. Reimbursement is subject to the following: The Client will only need to reimburse the Company for any unexpected costs that may come up over the course of the project that the Company must take on to fulfill the Client's needs specifically, and for the Client's project only.


1.4. Payment Failure and Chargebacks If the payment method for any payment is declined in any way, Company or Company’s payment processor will notify Client and Client will have 24 hours to pay.



1.5. Cancellation If Client has paid in full and must cancel Services before Completion of Term, Client must tell Company as soon as possible, in writing. No refunds will be issued. Client will have the option to choose another date to render Service, per the availability of Company.



1.6 Termination Company endeavors to provide Client with the highest possible quality services. However, by purchasing Services, Client agrees that Company, at its sole discretion, may terminate this Agreement without refund of any money paid by Client if Client:

Fails to pay amount due even after Company’s assessment of late fees

Client is derogatory, defamatory, abusive, uncooperative and/or fails to provide the requisite information Company needs in order to complete Services

Client violates any other terms of this Agreement

Client agrees that should Company terminate this Agreement due to any of the above conditions, Client is still liable for the remainder of the cost of the Services, plus any outstanding balances and accrued late fees.

If Company has to cancel Services before the end of Term, it will provide Client as much notice as possible, and if the Client has paid in full in advance, Company will refund Client for the portion of the Services it will no longer be able to perform, prorated, minus reasonable cancellation fees, which include, but are not limited to, any expenditures Company made on Client’s behalf. If Company elects to cancel ongoing Services, Company will provide Client as much notice as possible. If Client has paid in advance, Company will finish Services for the remainder of the current Payment Period for which Client has paid, unless it is unable, in which case Company will refund Client for only the period it will be unable to render Services that Client has already paid for, prorated, and exclusive of any costs Client owes Company.



1.7 Support. The Company will provide support for the deliverable(s) under the following conditions: The support is limited to questions or concerns about the final deliverables until 30 days after final files are delivered. Any further consulting, editing or design requests will be charged at a rate of $150/hour.


2. OWNERSHIP AND LICENSES.



2.1 Licensing Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the "Work Product") developed in whole or in part by Company, or its subcontractors, in connection with the Services will be the exclusive property of Company subject to the limited license grant from Company to Client below:

License: Upon conclusion of the Term of this Agreement set forth above, Company hereby grants to Client a license to use the Deliverables solely for the purpose of branding within the Client’s business. This license shall be exclusive to Client, except that the Parties agree that Company may, after the Term, use the Deliverables for the following:

As an example of the Company or Company’s subcontractor’s work

For the promotion of the Company or Company’s subcontractor

2.2 Native Files The Client is not entitled to native files. Should Client require native files, they will be subjected to an additional fee, to be discussed and agreed upon between Client and Company depending on the scope of the Client's needs for the native file.


2.3 Intellectual Property Rights Client understands and agrees that any content or works to which Company owns any intellectual property rights predating this Agreement does not in any way transfer to Client, even if Company uses such work for its completion of Services. Company’s usage of any such content on behalf of Client during Term or Services does not transfer any ownership rights from Company to Client.


3. REPRODUCTION OF PRODUCT.

Upon successful completion of all compensation terms and outstanding balances owed to Company, Client is granted full and unlimited reproduction rights to the Project, with the exception of reselling any deliverables unless the deliverables are labeled as “merchandise”.


Company retains the right to reproduce the Project in any form for marketing, future publications, competitions, or other promotional uses. Company shall at no time reproduce the Service for use in commercial means or for-profit use.


Client may not reproduce or otherwise use any ideas or strategic developments created by the strategist during work on the Service but not included into the final version of the Service. Such ideas belong solely to Company who may use them at its own discretion.


4. NON-SOLICITATION.

Until this Contract ends, the Company won’t: (a) encourage Client employees or service providers to stop working for the Client; (b) encourage Client customers or clients to stop doing business with the Client; or (c) hire anyone who worked for the Client over the 12-month period before the Contract ended. The one exception is if the Company puts out a general ad and someone who happened to work for the Client responds. In that case, the Company may hire that candidate. The Company promises that it won’t do anything in this paragraph on behalf of itself or a third party.


5. REPRESENTATIONS.



5.1 Overview. This section contains important promises between the Parties.



5.2 Authority To Sign. 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.



5.3 Company Will Comply With Laws. The Company promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. laws and regulations.



5.4 Client Will Review Work. The Client promises to review the work product within 3 business days of receiving updates, and to be reasonably available to the Company if the Company has questions regarding this project, and to provide timely feedback and decisions.



5.5 Project Extension Fee. If a project goes more than 5 business days beyond the estimated end date due to Client delays in communication or payment, the Client will incur a project extension fee of 15%. If the extension fee is not paid on time or if the project goes more than ten days beyond the estimated end date due to Client delays, the project will be terminated without any refunds.



5.6 Client-Supplied Material Does Not Infringe. If the Client provides the Company with material to incorporate into the work product, the Client promises that this material does not infringe on someone else’s intellectual property rights.


6. INDEPENDENT CONTRACTOR.



6.1 Partnership & Authority. Company understands and agrees that it is an independent contractor for Client. This Agreement and Client’s procurement of Company’s services in no way creates a partnership, joint venture, agency or employment relationship, or any other arrangement that would impose liability on Client for its actions separate and apart from the terms of this Agreement. Neither Company nor Client shall have any authority to enter into contracts on behalf of the other party, or otherwise create any obligation on behalf of the other party.



6.2 Performance. As Company is hired as an independent contractor, Company shall not receive any employee benefits. The manner and method of Company’s performance of its duties are under the exclusive control of the Company, subject to the terms of this Agreement.



6.3 Non-Exclusivity. As outlined previously in this Agreement, Company is an independent contractor. As such, Company’s Services are not exclusive to Client. This Agreement does not in any way impede Company’s ability to work with other clients, including Client’s in the same or similar industry to Client.


7. CONFIDENTIAL INFORMATION.



7.1 Overview. Company, and its subcontractors, employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Company, or divulge, disclose, or communicate in any manner, any information that is proprietary to the Client. Company and its subcontractors, employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract.


Upon termination of this Contract, Company will return to Client all records, notes, documentation, and other items that were used, created, or controlled by Company during the term of this Contract.


Furthermore, both Client and Company recognize the importance of confidentiality during the term of the project and agree to hold all confidential information exchanged in the strictest confidence and safeguard it from disclosure and misuse to the fullest extent possible. Confidential information includes (i) all information disclosed between Client and Company reasonably considered to be confidential and proprietary, regardless of whether Client or Company labeled the information as confidential, given the circumstances surrounding the disclosure of the information and (ii) all information labeled or indicated to be confidential by one party to the other party to be confidential, provided that the information was not public at the time of disclosure, (collectively, “Confidential Information”).


Both Company and Client agree not to make use of any Confidential Information unless and until Client or Company is required to disclose pursuant to a governmental order. If Client or Company is required by law to disclose Confidential Information, the party required to disclose the Confidential Information must provide written notice to the other party of the disclosure as soon as is reasonably possible.


Client agrees that should Client breach this Agreement by disclosing Company’s Confidential Information outside of the specific circumstances expressly outlined in this Agreement, or should Company learn of Client’s intent to breach this Agreement by disclosing Company’s Confidential Information, Company is entitled to injunctive relief against Client to prohibit said disclosure and limit and protect Company from any harm due to the disclosure.

The Company’s responsibilities only stop if the Company can show any of the following: (i) that the information was already public when the Company came across it; (ii) the information became public after the Company came across it, but not because of anything the Company did or didn’t do; (iii) the Company already knew the information when the Company came across it and the Company didn’t have any obligation to keep it secret; (iv) a third party provided the Company with the information without requiring that the Company keep it a secret; or (v) the Company created the information on its own, without using anything belonging to the Client.



7.2 Third-Party Confidential Information. It’s possible the Client and the Company each have access to confidential information that belongs to third parties. The Client and the Company each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Company is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.


8. LIMITATION OF LIABILITY.

Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Contract.


9. GENERAL.



9.1 Disclaimer. Client understands and agrees that Services are not business, financial, legal, medical, health or other professional advice. Client agrees that all information offered through Services and created by Company is for informational purposes only and should be used at Company’s own risk.


Client understands and agrees that each individual is different, and Company cannot and does not guarantee any services rendered will achieve a particular result for Client. Client understands and agrees that any testimonials, examples, or other results presented by Company on Company’s webpage, marketing materials, social media platforms, or any other forum are the experiences of one Company client. Client understands and agrees Company does not represent or guarantee in any way that Client will achieve the same or similar results.


Client understands and agrees that Company will endeavour to provide results as close to the deliverables in the scope of this Agreement as possible, but that branding is not an exact science. Company will use its best efforts to develop branding and design work based on Client’s expressed needs and provided information but does not guarantee or warrant any particular result based on Company’s final product.



9.2 Warranty. Except as where otherwise indicated herein, Services provided by Company are “as is.” Company makes no representations or warranties of any kind, express or implied, as to Services. Company disclaims all warranties to the fullest extent permitted by law.



9.3 Assignment. The Company may assign its rights or delegate its obligations under this Contract to a third-party. The Client may assign its rights and delegate its obligations under this Contract without the Company’s permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the work product that results from this Contract.



9.4 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Contract, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.



9.5 Modification; Waiver. To change anything in this Contract, the Client and the Company must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.



9.6 Notices. (a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways: personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.


(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at the location specified in the address for that party, or on a day that is not a business day, then the notice is considered received at 9:00am on the next business day.



9.7 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.



9.8 Default. The occurrence of any of the following shall constitute a material default under this Contract:

a. The insolvency or bankruptcy of either party.

b. The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application, or sale for or by any creditor or government agency.

c. The failure to make available or deliver the Services in the time and manner provided for in this Contract.



9.9 Force Majeure. If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lockouts, work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.



9.10 Governing Law. The laws of the state of New York govern the rights and obligations of the Client and the Company under this Contract, without regard to conflict of law principles of that state.

Both parties will strive to work out any disputes amicably. In the event of a dispute that cannot be resolved amicably, Client agrees to binding arbitration in the State of New York, USA. If for any reason any dispute is not resolved in arbitration, the dispute will be litigated in the courts of the State of New York, USA.



9.11 Waiver of Contractual Right. The failure of either party to enforce any provision of this Contract shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Contract.



9.12 Electronic Signatures. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Delivery of a copy of this Agreement bearing an original or electronic signature by electronic mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original or electronic signature.



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


THE PARTIES HERETO AGREE TO THE FOREGOING AS EVIDENCED BY THEIR SIGNATURES BELOW.
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