1. Definitions
Republik: The Firm.
Project: Any products or services performed under a Project Design Agreement and the related terms and conditions of the agreement.
Project Design Agreement: A legally executed and binding agreement between Republik and a client for the delivery by Republik of products or services to the client as laid out in the agreement.
Billable expenses: Any expense to be paid by the client in order to complete the delivery of products or services per the Project Design Agreement. Billable Expenses will be explicitly stated in the agreement and approved by the client prior to the execution of the Project Design Agreement or at any time thereafter with the approval of the client.
Milestone: A key step due for completion and a recognized step in the project sequence. The milestone will be referenced in the Project Design Agreement along with any related payments or client input.
2. General Usage
a. Client agrees to use the services or materials supplied by Republik in a manner consistent with any and all applicable laws and regulations of the United States of America, and the Client’s locality. Reproduction or transmission of any material in violation of any local, state, U.S., or international law or regulation is prohibited. The Client agrees that any material to be reproduced or transmitted on Republik’s service through Client’s account(s) does not violate or infringe any copyright, trademark, patent, statutory, common law or proprietary rights of others, or contain anything obscene, libelous or threatening. Republik reserves the right to determine what is obscene, libelous or threatening. The Client shall defend, indemnify and hold harmless Republik from and against any claims, liabilities and expenses, including attorney fees, resulting from any Client’s use of Republik services or a Client’s account in an unlawful manner or otherwise in violation of or contrary to the Client’s Agreement with Republik or Republik’s Terms of Service. At Republik’s discretion, Republik may revoke any Client’s access to Republik services or accounts for inappropriate usage.
b. The Client hereby agrees that the Internet is volatile and hereby holds Republik and any of its affiliates harmless from Internet downtimes.
3. Security
The Client is responsible for all use of the Client’s account(s) and confidentiality of password(s), including choosing safe passwords and, if applicable, ensuring file protections are set correctly. Republik will suspend access or change access to Client’s account(s) immediately upon notification by Client that Client’s password has been lost, stolen or otherwise compromised. Republik is not liable for any usage and or charges prior to Republik making the necessary account alteration.
4. Payment
a. Payment is due at each milestone due date as noted in the Production Schedule. All invoices with the exception of Billable Expenses (see item 4) are payable within thirty (30) days of receipt. Republik retains all rights to all intermediate deliverables submitted at each milestone. The grant of any license or right of copyright to the Client is conditioned on receipt of full payment by the Client of the Total amount and all Billable Expenses.
b.We accept Checks, Visa, MasterCard, and Discover via PayPal Merchant Services online. As well we accept Checks via Postal Mail and Visa, MasterCard and Discover via telephone or fax. Client is responsible for all bank fees charged due to a Client’s returned payment for Non- Sufficient Funds. If Client fails to make a payment, and/or a payment is returned for Non-Sufficient Funds, the Client agrees that Republik has the right to restrict services and accounts of the Client’s until such time that the client brings any monies due up-to-date. If deemed necessary by Republik, a Security Deposit may be required before restrictions are lifted on Client services and accounts.
c. Late Payments are subject to a 16% Annual Interest Rate with a Minimum Finance Charge of $10.00. Finance Charges begin accruing after a ten (10) day Grace Period from the Invoice Due Date, as set out in (3a). Accounts with balances more than sixty (60) days past due are subject to termination or deactivation at Republik’s discretion. A service charge of a minimum one (1) hour billable time is due for reconnection of any accounts terminated due to non-payment. Republik is not responsible for any lost sales, information, or other any company collateral due to service termination for non-payment or other violations of these Terms & Conditions.
d. The Client shall assume responsibility for all collection of legal fees necessitated by default in payment.
5. Billable Expenses
a. The Client shall reimburse Republik for all direct and indirect billable expenses arising from this project, regardless of whether the project is Canceled or Terminated. Billable expenses include but are not limited to costs of commissioning images or subcontracting talent, software or run-time license costs, the payment of any sales tax due on this project, any travel, research, postage and delivery, photocopying, and storage media expenses. The markup charged by Republik for supervisory and handling time on all billable expenses shall be 15 percent of the billable expenses incurred.
b. Payment terms for billable expenses shall be seven (7) days from invoice.
6. Client’s Alterations
There shall be no charges to the Client for revisions or corrections or additions made necessary by errors on the part of Republik. Any other changes requested by the Client shall be considered Client’s Alterations if they are requested after the acceptance of the Production Schedule. Any changes and additions not due to the fault of Republik and requested by the Client before the approval of the Production Schedule are not considered Client’s Alterations. The Client shall be responsible for making additional payments at the rate noted herein for any Client’s Alterations and any other changes in original project requested by the Client. However, no additional payment shall be made for changes required to conform to the original project description. The Client shall offer Republik the first opportunity to make any changes.
7. Acceptance Procedures
Unless otherwise noted in milestone dates of the Production Schedule, a Review Period of fifteen calendar days from delivery shall be given to the client to determine the suitability of any material or product supplied by Republik to the client. The Client shall either accept the deliverable and make the milestone payment set forth in the Production Schedule, or provide Republik with written notice of any corrections to be made and a suggested date for completion of the corrections which should be mutually acceptable to both Republik and the Client, or provide a written notice of Project Termination if the work is found not to be reasonably satisfactory. The Client can Terminate the project only during this Review Period following the Delivery of a milestone deliverable. Any other termination of the project shall be considered a Cancellation subject to the stipulations of Item 7. The signatories of The Agreement are the only designated persons who will send and accept all deliverables and receive and make all communications between Republik and the Client. Neither party shall have any obligation to consider for approval or respond to materials submitted other than through the designated persons listed in the agreement. Each party has the right to change or add to its designated person/s upon seven calendar day(s) notice to the other in writing.
8. Cancellation
The Client may declare the Cancellation of the project for reasons not related to Project Termination defined in Item 6. In the event of Cancellation of this project by the Client, any milestone payments made prior to cancellation shall be retained by Republik. In addition, if cancellation is prior to the delivery of the Design Comps, a cancellation fee of fifteen percent (15%) of the balance of the Total payments shall be paid by the Client. If the cancellation is later but prior to the acceptance of a Design Comp, a fee of thirty percent (30%) of the balance of the Total payments shall be paid by the Client. If the cancellation is later but prior to the delivery of the Initial Version, the cancellation fee shall be fifty percent (50%) of the balance of Total payments. If the cancellation is after the delivery of the Initial Version, the cancellation fee shall be one hundred percent (100%) of the balance of all remaining dues. Regardless of when the project is canceled, all billable expenses already incurred by Republik or Republik is liable to pay for shall be paid by the Client in full. In the event of cancellation, Republik retains ownership of all copyrights and any original artwork.
9. Project Termination
In the event that work in process is found by the client not to be reasonably satisfactory in accordance with the Acceptance Procedures in Item 6, , the client may pay a termination fee to terminate the project. Any milestone payments made prior to termination shall be retained by Republik. If project termination occurs prior to the acceptance of a Design Comp, the client shall pay a rejection fee of ten percent (10%) of the balance of Total payments. If termination occurs after the delivery of the Initial Version, the termination fee shall be twenty percent (20%) of the balance of Total payments. If termination occurs after the acceptance of the Initial Version, the termination fee shall be one hundred percent (100%) of the balance of Total payments. Regardless of when the project is terminated, all billable expenses already incurred by Republik or Republik is liable to pay for shall be paid by the Client in full. In the event of termination, Republik retains ownership of all copyrights and any original artwork created by Republik. However, the Client retains all rights already purchased by Republik on behalf of the Client from third parties.
10. Ownership and Return of Artwork
The Client acknowledges and agrees that Republik retains ownership of all original artwork, in any media, including digital files, whether preliminary or final, until such time as all outstanding invoices are paid in full. The Client waives the right to challenge the validity of Republik’s ownership of the art subject to this agreement because of any change or evolution of the laws. The Client shall return such artwork within thirty (30) days of request from Republik.
11. Copy Protection
The Client must protect all final art, which is the subject of this agreement against duplication and alteration.
12. Credit Lines
Republik and any other creators shall receive a credit line with any editorial usage.
13. Releases
The Client shall indemnify Republik against all claims and expenses, including reasonable attorney’s fees, due to Client’s uses for which no release was requested in writing from Republik or for Client’s uses which exceed authority granted by a release by Republik.
14. Modifications of the Agreement
Modifications of the Agreement must be written, except that the invoice may include, and the Client shall pay, fees or expenses that were orally authorized by the Client in order to progress promptly with the work.
15. Code of Fair Practice
The Client and Republik agree to comply with the provisions of the Code of Fair Practice, a copy of which may be obtained from the Joint Ethics Committee, P.O. Box 179, Grand Central Station, New York, New York, 10017, USA.
16. Warranty of Originality
Republik warrants and represents that, to the best of its knowledge, the work assigned hereunder is original and has not been previously published, or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained through the undersigned from third parties is original or ,if previously published, that consent to use has been obtained on an unlimited basis; that Republik has full authority to make this agreement; and that the work prepared by Republik does not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses that the Client or others may make of Republik’s product which may infringe on the rights of others. CLIENT EXPRESSLY AGREES THAT IT WILL HOLD REPUBLIK HARMLESS FOR ALL LIABILITY CAUSED BY THE CLIENT’S USE OF REPUBLIK’S PRODUCT TO EXTENT SUCH USE INFRINGES ON THE RIGHTS OF OTHERS.
17. Limitation of Liability
Client agrees that it shall not hold Republik or its agents or employees liable for any incidental or consequential damages which arise from Republik’s failure to perform any aspect of the project in a timely manner, regardless of whether such failure was caused by intentional or negligent acts or omissions of Republik or a third party. Furthermore, Republik disclaims all implied warranties, including the warranty of merchantability and fitness for a particular use. Client agrees that while Republik has put in place security measures and designed websites and related internet functionality using modern techniques that protect the integrity and data stored within the websites and across the internet, technology continues to change. The client agrees to waive, personally release, hold harmless and forever discharge any and all claims for liability or damages which may result by use of the websites and related internet functionality that Republik created or modified by the client or the public, even though that liability may arise out of the negligence of Republik.
18. Dispute Resolution
Any disputes in excess of one thousand (1000) US dollars arising out of this Agreement shall be submitted to binding arbitration before the Joint Ethics Committee or a mutually agreed upon arbitrator pursuant to the rules of the American Arbitration Association. The Arbitrator’s award shall be final, and judgment may be entered in any court having jurisdiction thereof. The Client shall pay all arbitration and court costs, reasonable attorney’s fees, and legal interest on any award of judgment in favor of Republik.
19. Solicitation of Staff
The Client agrees not to solicit Republik staff or sub-contractors to work outside of Republik business hours or to work without the knowledge or consent of Republik. The Client also agrees not to make an offer of employment to any employee or sub-contractor of Republik.
