DEFINITIONS

As used herein and throughout this Agreement:

1. Agreement means the entire content of this Terms of Service document, the Proposal document(s), Schedule A, together with any other Supplements designated below, together with any exhibits, schedules or attachments hereto.
2. Client Content means all materials, information, factual, promotional, or other advertising claims, photography, writings and other creative content provided or required by Client for use in the preparation of and/or incorporation in Deliverables.
3. Copyrights means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under U.S. Copyright Law. Exclusive licenses must be in writing, but nonexclusive licenses do not have to be in writing.
4. Copyright Exclusive Rights means the Copyright Act grants exclusive rights to copyright owners that, together, comprise the bundle of rights known as copyright. Specifically, the law grants copyright owners the following copyright exclusive rights, subject to certain limitations and exceptions: (i) Right to control the reproduction of the work; (ii) Right to control the making of derivative works; (iii) Right to control the distribution of the work; (iv) Right to control the public performance of the work; (v) Right to control the public display of the work; (vi) Right to perform a sound recording publicly by means of digital audio transmission.
5. Deliverables means the services and work product specified in the Proposal to be delivered by Designer to Client, in the form and media specified in the Proposal.
6. Designer Tools means all design tools developed and/or utilized by Designer in performing the Services, including without limitation pre-existing and newly developed software including source code, Web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether patentable, and general non-copyrightable concepts such as Website design, architecture, layout, navigational and functional elements.
7. Final Deliverables means the final versions of Deliverables provided by Designer and accepted by Client.
8. Final Works means all creative content developed by Designer, or commissioned by Designer, exclusively for the Project and incorporated in the Final Deliverables, including, but not limited to, any and all visual elements, graphic design, illustration, photography, animation, motion design, audio-visual works, sounds, typographic treatments and text, modifications to Client Content, and Designer’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials.
9. Preliminary Works means all creative content including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by Designer, and which may or may not be shown and or delivered to Client for consideration but do not form part of the Final Works.
10. Project means the scope and purpose of the Client’s identified usage of the work product as described in the Proposal.
11. Services means all services and the work product to be provided to Client by Designer as described and otherwise further defined in the Proposal.
12. Third Party Materials means proprietary third-party materials which are incorporated into Final Deliverables, including without limitation stock photography or illustration.
13. Trademarks means trade names, words, symbols, designs, logos or other devices or designs used in Final Deliverables to designate the origin or source of the goods or services of Client.
14. Working Files means all underlying work product and digital files utilized by Designer to create the Preliminary Works and Final Works other than the format comprising the Final Deliverables.

SECTION 1: ACCEPTANCE

Our Terms of Service is a contract that governs our clients’ use of the MissYano services. Acceptance of a quote, purchase and/or use of the Services shall be considered acceptance of the Terms. 

SECTION 2: PAYMENT & FEES

1. Quotation: Shall be effective until the due date stated in the proposal after presentation to Client. In the event this Agreement is not executed by Client within the time identified, the quotation, together with any related terms and conditions and deliverables, may be subject to amendment, change or substitution. 
2. Taxes: the SST rate is 8% of the cost of the service will be charged, in accordance with the Service Tax Act of 2018. The Client is responsible for paying all taxes, levies, and charges imposed by taxation authorities, as well as any taxes applicable to payments made to MissYano, even if they are estimated or charged beyond the payment schedule.
3. Pay Promptly: Client shall promptly pay on demand by MissYano and at the times stipulated in such demand all charges, fees, rentals, costs or other amounts in connection with the Services. The Client shall continue to be liable for any applicable charges during the period of interruption or loss of Services from any cause whatsoever.
4. Full Payment: All payments due to MissYano under this Agreement shall be made in full, without deduction for any reason, including but not limited to, set-off, counterclaim or other equitable or lawful claim.
5. Prepayment: MissYano may accept prepayment for Services to be provided under this Agreement, but such acceptance shall not modify or extend the Term of this Agreement.
6. Auto Payment: Will be made in the form of an automatically recurring monthly or yearly payment, as set forth in the specific terms of service provided will be paid in advance by Credit/Debit Card only. 
7. Rush Fees: 25 – 100 (% added on to regular rate). Rush fees are charged depending on complexity and when a project must be completed in less time than usual.
8. Changes of Fees: MissYano may vary its charges from time to time by returning notice to the Client. All variations will take effect from the date specified in the notice and the Client shall be bound to observe and comply with such variations.
9. Late Fees: Any payment not received by the invoice due date will be granted a (7) days grace period before incurring a minimum late payment fee as outlined in Appendix-I or the maximum rate permitted by law.
10. Payments will be applied first to late fees and then to the remaining balance.
11. Late Fees will continue to accrue as long as there is an outstanding balance. 
12. MissYano has the right to withhold Deliverables if invoices are not paid in full or accounts are past due.
13. Debt collection: Client agrees to pay all attorney’s fees and costs incurred by MissYano for late payment collection efforts. The Client shall pay to MissYano all expenses incurred by MissYano in exercising any of its rights under this Agreement or applicable law with respect to a
14. Payment Default or other breach by Client, including, but not limited to, reasonable attorneys’ fees and the fees of any collection agency retained by MissYano.
15. Payment Method: senangPay, Stripe, Manual Bank Transfer: Maybank 5123-1666-1647 MISSYANO CREATIVE (SWIFT: MBBEMYKLPJY)
16. Payment Terms: 50% Deposit: upon acceptance of quote. Final payment will be due upon completion of the work prior to uploading to the server or release of materials.
17. Instalment: Pay by Stripe, interest rate applies.
18. Subscription (Monthly/Yearly): Pay by Stripe, processing fee applies. Client agrees to accept responsibility for all recurring charges until end of subscription.
19. Additional Fees: The Client agrees to pay for any loss or extra costs above the quoted price for the Goods and Services which are directly or indirectly incurred by MissYano through:
    1. The Client’s instructions or lack of instruction;
    2. The Client’s failure or delay in responding or taking delivery or through any act or default on the part of the Buyer, its servants or agents;
    3. All outside costs including, but not limited to, equipment rental, photographer’s costs and fees, photography and/or artwork licenses, prototype production costs, talent fees, software licenses, online access, and hosting fees, will be billed to Client unless specifically otherwise provided for in the Proposal.
    4. If Client requires an additional digital copy or prints that were not included/mentioned in the project scope.
20. Cancellation Fee: If Client cancels any order after the same has been accepted by MissYano, Client shall be liable to pay a cancellation fee as set out in Appendix-I, if any. Cancellation (“kill”) fees are due based on the amount of work completed. One hundred percent (100%) of the total fee is due despite cancellation or postponement of the job if the art has been completed. Upon cancellation or kill all rights to the art revert to the Artist and all original art must be returned, including sketches, comps, or other preliminary materials.
21. Suspension Fees: Client acknowledges that MissYano has reserved time exclusively to perform the Services. Accordingly, in the event Client causes a delay in the Services (“Client Delay”), Client shall pay to MissYano, in addition to fees and expenses already incurred through the date of such Client Delay, a Suspension Fee equal to MissYano’s hourly fees for idle time caused by the Client Delay, unless MissYano is able to secure other work for that time for the same or greater compensation. Client acknowledges that if MissYano accepts other work because of a Client Delay, MissYano may adjust time to complete the Services as necessary to accommodate such other work. Any delays at client’s end, may delay the project and proposed timeframes and may incur additional costs.
22. Discounts: There shall be no undisclosed rebates, discounts, gifts, or bonuses requested by or given to buyers by the designer or representative.
23. Non-Refundable Fee: Purchases of third-party plugins/software/tools, domain registration, web hosting service costs, renewal fees, any applicable setup fees, and problems resulting from client modifications are non-refundable.
24. Non-Refundable Deposit: if development work has begun and the client terminates the contract without MissYano’s fault.

SECTION 3: PROJECT

1. Out-of-Scope: When the Client changes the brief and requires subsequent changes, additions or variations, which substantially change the Work as described in this Agreement or as specified initially by the Client, unless otherwise provided in the Proposal, and except as otherwise provided for herein, Client shall pay additional charges for all such additional work which are beyond the original assignment. Such charges shall be in addition to all other amounts payable under the Proposal, despite any maximum budget, contract price or final price identified therein. MissYano may extend or modify any delivery schedule or deadlines in the Proposal and Deliverables as may be required by such Changes. MissYano reserves the right to refuse to carry out changes, additions or variations, which substantially change the Work or initial brief specified by the Client.
2. Changes: The Client agrees that changes required over and above the estimated work, or in addition to the agreed scope, or where the client makes changes to the supplied copy or changes required to be carried out after acceptance of the draft design, will be liable to a separate charge. The Client also agrees that MissYano holds no responsibility for any amendments made by any third party, before or after a design is published.
3. Changes due to Error: All changes or additions not due to the fault of MissYano or MissYano’s representative should be billed to the Client as an additional and separate change at an hourly rate.
4. Alterations: Shall not be made without consulting the designer. Where alterations or retakes are necessary, the designer shall be given the opportunity of making such changes. No work shall be duplicated, archived, or scanned without the designer’s prior authorization.
5. Timing: MissYano will prioritize performance of the Services as may be necessary or as identified in the Proposal and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal. Client agrees to review Deliverables within the time identified for such reviews and to promptly either:
   1. (i) approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to MissYano. MissYano shall be entitled to request written clarification of any concern, objection or correction.
   2. Client acknowledges and agrees that MissYano’s ability to meet all schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Proposal and that any delays in Client’s performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables.
   3. Any such delay caused by Client shall not constitute a breach of any term, condition or MissYano’s obligations under this Agreement.
   4. Testing and Acceptance: MissYano will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to Client.
   5. Client, within (5) business days of receipt of each Deliverable, shall notify MissYano, in writing, of any failure of such Deliverable to comply with the specifications set forth in the Proposal, or of any other objections, corrections, changes or amendments Client wishes made to such Deliverable.
   6. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and MissYano will undertake to make the same in a commercially timely manner.
   7. All objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement.
   8. In the absence of such notice from Client, the Deliverable shall be deemed accepted.
   9. The Client acknowledges that rejection is not permitted based on style if the style is consistent with the style or styles in MissYano’s portfolio as shown to the Client.

SECTION 4: CLIENT RESPONSIBILITIES

Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:

1. Coordination of any decision-making with parties other than MissYano;
2. Provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Proposal; and
3. Final proofreading and if Client have approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors.

SECTION 5: ACCREDITATION / PROMOTIONS

1. A credit line suitable to the design of the page will be used. MissYano shall be entitled to place accreditation, as a hyperlink, in the form, size and location as “Design/Powered by MissYano” in the Client’s website footer.
2. MissYano retains the right to reproduce, publish and display the Deliverables in MissYano’s portfolios and websites, in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.
3. Client agrees to pay an additional fifty percent (50%) of the total fee, excluding expenses, for failure to include credit line.
4. A credit line is required independent of MissYano’s signature, which shall be included at MissYano’s discretion unless otherwise agreed in writing.
5. For the avoidance of doubt, MissYano shall have the right to use the Work and Artwork for the purpose of self-promotion, unless both parties agree otherwise in writing.

SECTION 6: CONFIDENTIAL INFORMATION

Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Proposal except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party or is otherwise properly received from a third party without an obligation of confidentiality.

SECTION 7: RELATIONSHIP OF THE PARTIES

1. Independent Contractor: MissYano is an independent contractor, not an employee of Client or any company affiliated with Client. MissYano shall provide the Services under the general direction of Client, but MissYano shall determine, in MissYano’s sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.
2. No Exclusivity: The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by MissYano, and MissYano shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by MissYano.

SECTION 8: WARRANTIES & REPRESENTATIONS

1. By Client: Client represents, warrants and covenants to MissYano that
   1. Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content,
      to the best of Client’s knowledge, the Client Content does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties,
   2. Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third-Party Materials, and
   3. Client shall comply with all laws and regulations as they relate to the Services and Deliverables.
   4. Client will not without MissYano’s prior written approval amend, adapt, or use the Work or Artwork for any purpose other than that specifically licensed in this agreement;
   5. Client will not instruct third parties unless otherwise agreed in writing to produce Artwork that is identical or similar to the Work or Artwork of MissYano;
   6. Client will not exercise the Licensed Rights under this agreement in any way that is or renders the Work or Artwork in breach of any rights of a third party or of any law in the Territory;
   7. Further use of the Work or Artwork is subject to an additional license to be granted by the Agency. Both parties shall negotiate the terms of the additional license in good faith. The Client is in breach of this Agreement if it uses the Artwork beyond the Licensed Rights granted or for a different Purpose than set out in this Agreement without prior written permission by MissYano. Unless otherwise agreed in writing, supply by MissYano of source files that include the Artwork in separated or layered form shall not grant the Client the right to use the layers separately or create derivative or montage artworks without prior written permission by MissYano.
2. By MissYano: MissYano represents, warrants and covenants to Client that
   1. Subject to the terms, conditions, express representations and warranties provided in this Agreement, MissYano agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with MissYano’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of Client provided that
   2. Client promptly notifies MissYano in writing of the claim;
   3. MissYano shall have sole control of the defense and all related settlement negotiations; and
   4. Client shall provide MissYano with the assistance, information and authority necessary to perform MissYano’s obligations under this section. Notwithstanding the foregoing, MissYano shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by MissYano.

SECTION 9: INDEMNIFICATION / LIABILITY

1. By Client: Client shall indemnify MissYano from all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. MissYano shall promptly notify Client in writing of any third-party claim or suit. The Client shall have the right to fully control the defense and any settlement of such claim or suit.
2. By Designer: In the case of a third-party lawsuit or proceeding based on a claim that Deliverables breach the third party’s intellectual property rights, and it is determined that such infringement has occurred, MissYano may at its own expense, replace any infringing content with non-infringing content.
3. LIMITATION OF LIABILITY. THE SERVICES AND THE WORK PRODUCT OF DESIGNER ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF DESIGNER, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“DESIGNER PARTIES”), 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 THE NET PROFIT OF DESIGNER. IN NO EVENT SHALL 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 DESIGNER, EVEN IF DESIGNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

SECTION 10: DISPUTE RESOLUTION; AGREEMENT TO ARBITRATE

1. Binding Arbitration: Any dispute, controversy or claim arising out of or relating to this contract, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration administered by the Asian International Arbitration Centre (Malaysia) (“AIAC”) in accordance with the Arbitration Rules of the AIAC for the time being in force, which rules are deemed to be incorporated by reference in this clause. The Tribunal shall consist of one arbitrator. Unless the parties agree upon an arbitrator, either party may request a nomination from the Director of the AIAC. The place of the arbitration will be Malaysia. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction thereof.
2. This Agreement and the rights of the parties hereunder shall be governed and construed in accordance with the laws of Malaysia, exclusive of conflict or choice of law rules. Nothing in this section will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
3. Conflict of Rules: In the case of a conflict between the provisions of this Section 10.3 and the rules governing arbitration identified in Section 10.1, the provisions of this Section 10.3 will prevail. If any provision of this Agreement to arbitrate is held invalid or unenforceable, it will be so held to the minimum extent required by Law and all the other provisions will remain valid and enforceable.

SECTION 11: TERM & TERMINATION

1. This agreement shall begin when both parties sign and shall continue until all Services are complete and delivered, or until the Agreement is Terminated.
2. Termination: This Agreement may be terminated for convenience at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or for cause if any party: (i) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; (ii) breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within ten (10) days from receipt of written notice of such breach.
3. In the event of termination: MissYano shall be compensated for the Services performed through the date of termination in the amount of (i) any advance payment; (ii) a prorated portion of the fees due; (iii) hourly fees for work performed by MissYano or MissYano’s agents as of the date of termination, whichever is greater; and Client shall pay all Expenses, fees, out of pockets together with any Additional Costs incurred through and up to, the date of cancellation.
4. In the event of termination by Client: and upon full payment of compensation as provided herein, MissYano grants to Client such right and title as provided for in Schedule A of this Agreement with respect to those Deliverables provided to and accepted by Client as of the date of termination.
5. Upon expiration or termination of this Agreement: (i) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party; (ii) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.

SECTION 12: GENERAL

1. Entire Agreement: This Agreement and all policies and procedures that are incorporated by reference constitute the entire agreement between you and MissYano for provision and use of the Services. Except where expressly stated otherwise in a writing executed between you and MissYano, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services. This Agreement sets forth your exclusive remedies with respect to the Services. If any provision or portion of this Agreement is held to be invalid or unenforceable under Law, then it will be reformed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.
2. Modification / Waiver: MissYano may from time to time, vary or modify the terms and conditions of this Agreement (including any Policies) by posting a revised version on the MissYano Website. The modified terms will become effective upon posting or, if MissYano notifies the Client by email, as stated in the email message. By continuing to use the Services after the effective date of any modifications to this Agreement, the Client agree to be bound by the modified terms. It is the Client responsibility to check the MissYano Website regularly for modifications to this Agreement. MissYano last modified this Agreement on the date listed at the beginning of this Agreement. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
3. Notices: Any changes to this agreement will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to the Client (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Site or Services. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that the Client have provided us is not valid, or for any reason is not capable of delivering to the Client the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Site or Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
4. No Assignment: Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party, except that this Agreement may be transferred or sold as part of a transfer or sale of the assigning party’s entire business or portion thereof relating to the Project.
   Governing Law: This Agreement shall be governed and construed in all respects in accordance with the laws of Malaysia and the parties hereto hereby submit to the jurisdiction of the Courts of Malaysia.
5. Force Majeure: MissYano shall not be deemed in breach of this Agreement if MissYano is unable to complete the Services or any portion thereof by reason of fire, earthquake, flood, hurricane or other severe weather, labor dispute, act of war, terrorism, riot or other severe civil disturbance, death, illness or incapacity of MissYano or any local, state, federal, national or international law, governmental order or regulation or any other event beyond MissYano’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, MissYano shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.
6. Severability: Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
7. Interpretation: Section headings are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor otherwise be given any legal effect. Any design terminology shall be defined according to standard design industry usage, and any dispute as to the meaning or scope of design terminology shall be determined by MissYano in good faith. Any other ambiguities shall be resolved with the most reasonable and legally valid construction, without regard to authorship of such provisions.
   Integration: This Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this Agreement. In the event of a conflict between the Proposal and any other Agreement documents, the terms of the Proposal shall control.

SECTION 13: APPROPRIATE CONDUCT

MissYano takes pride in professional courtesy and manners and hopes our clients do too. “The Client” agrees to behave through all communications in a professional, courteous, and respectful manner towards designers and staff at MissYano. Any actions deemed by us a disrespectful, unprofessional, abusive or verbal/written cruelty on the part of “The Client” may result in cancellation of the project and the deposit will serve as a cancellation fee, along with a prorate payment based up the time spent if exceeds 50% of the quoted work. Actions that may result in the cancellation of the project may include: insulting language, profanity, unwarranted criticism of the designer’s general ability, disrespectful comments, personal insults, swearing, blaming on social media sites, threats not to pay for the work for unwarranted reasons and general lack of respect. Please note: It would be extremely rare for MissYano to use this clause, and the client behavior would have to be extreme and affect other areas of our staff and designers’ work.

SECTION 14: LICENSING RIGHTS 

In the case of copyright transfers according to The Code of Fair Practice, only specified rights are transferred. All unspecified rights remain vested with the designer. All transactions shall be in writing. Artwork can only be modified by the copyright holder, unless the Client paid for that right. Commissioned artwork is not to be considered as “work for hire” unless agreed to in writing before work begins. When the price of work is based on limited use and later such work is used more extensively, the designer shall receive additional payment. Art or photography should not be copied for any use, including client presentation or “comping,” without the designer’s prior authorization. If exploratory work, comprehensives, or preliminary photographs from an assignment are subsequently chosen for reproduction, the designer’s permission shall be secured, and the artist shall receive fair additional payment.

SCHEDULE A: INTELLECTUAL PROPERTY PROVISIONS

RIGHTS IN THE FINAL DELIVERABLES OTHER THAN FINAL ART

1. CLIENT CONTENT. Including all pre-existing Trademarks, shall remain the sole property of Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all rights in connection therewith. Client hereby grants to MissYano a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with MissYano’s performance of the Services and limited promotional uses of the Deliverables as authorized in this Agreement.
2. THIRD PARTY MATERIALS. All Third Party Materials are the exclusive property of their respective owners. MissYano shall inform Client of all Third Party Materials that may be required to perform the Services or otherwise integrated into the Final Art. Under such circumstances MissYano shall inform Client of any need to license, at Client’s expense, and unless otherwise provided for by Client, Client shall obtain the license(s) necessary to permit Client’s use of the Third Party Materials consistent with the usage rights granted herein. In the event Client fails to properly secure or otherwise arrange for any necessary licenses or instructs the use of Third Party Materials, Client hereby indemnifies, saves and holds harmless MissYano from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the Final Art.
3. PRELIMINARY WORKS. MissYano retains all rights in and to all Preliminary Works. Client shall return all Preliminary Works to MissYano within 30 days of completion of the Services and all rights in and to any Preliminary Works shall remain the exclusive property of MissYano.
4. ORIGINAL WORK. MissYano retains all right and title in and to any original artwork comprising Final Art, including all rights to display or sell such artwork. Client shall return all original artwork to MissYano within 30 days of completion of the Services.
5. TRADEMARKS. Upon completion of the Services and expressly conditioned upon full payment of all fees, costs and out-of- pocket expenses due, MissYano assigns to Client all ownership rights, including any copyrights, in and to any artworks or designs/web development comprising the works created by MissYano for use by Client as a Trademark. MissYano shall cooperate with Client and shall execute any additional documents reasonably requested by Client to evidence such assignment. Client shall have sole responsibility for ensuring that any proposed trademarks or Final Deliverables intended to be a Trademark are available for use in commerce and federal registration and do not otherwise infringe the rights of any third party. Client hereby indemnifies, saves and holds harmless MissYano from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by any third party alleging any infringement arising out of Client’s use and/or failure to obtain rights to use or use of the Trademark.
6. DESIGNERS TOOLS. All Designers Tools are and shall remain the exclusive property of MissYano. MissYano hereby grants to Client a nonexclusive, nontransferable (other than the right to sublicense such uses to Client’s web hosting or internet service providers), perpetual, worldwide license to use the Designers Tools solely to the extent necessary with the Final Deliverables for the Project. Client may not directly or indirectly, in any form or manner, decompile, reverse engineer, create derivative works or otherwise disassemble or modify any Designers Tools comprising any software or technology of MissYano.

APPENDIX-I

LICENSING FEE