ACCEPTANCE OF OFFER. If, after the Client has been notified of these Terms and Conditions of Business, the Client shall have made an offer of Work that offer shall be deemed to be accepted by MissYano or the Agency on MissYano’s behalf only by a COC incorporating these terms and conditions and signed by the Agency on behalf of MissYano; or by a purchase order or other written form incorporating these terms and conditions, confirming the order and signed by the Agency or MissYano; or by the Agency notifying the Client that MissYano has started or is starting the Work. If the Client has requested that MissYano starts to deliver the Work and MissYano did so without a signed agreement with the Client or a written or verbal permission to start the Work by the Agency, it shall be at the discretion of the Agency to offer new and additional terms and confirm the previously agreed terms with the Client and prepare a written agreement incorporating all revised terms and conditions for the Client’s signature.
1. Provision of Work
The terms and conditions of this Agreement are the only terms and conditions upon which the Designer is prepared to provide the Work to the Client and they shall govern the provision by the Designer of the Work to the exclusion of all other terms and conditions. No changes to this Agreement shall be valid unless agreed in writing by the Designer. The Designer shall use reasonable endeavors to meet any due dates specified in the Client Order Confirmation but any such dates shall be estimates only and time shall not be of the essence.
The project will followed as outlined in the Scope of Work or as Project Brief provided by the Client and the Deliverables shall be consistent with the style or styles in the Client's branding.
2. Payment & Fees
- GENERAL. Upon submission of the Order and acceptance by MissYano, You shall pay to MissYano a refundable deposit and other charges, fees and rentals for the Services and/or equipment, as the case may be, which shall be at the rates prescribed on the MissYano website from time to time and payable in advance or at such other time in accordance with MissYano’ policy or requirements. The said charges, fees and rentals shall commence from the Effective Date. The terms of the Proposal/Quote 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 Proposal/Quote, together with any related terms and conditions and deliverables, may be subject to amendment, change or substitution. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full, including any outstanding Additional Costs, Taxes, Expenses, Fees, Charges, or the cost of Changes.
- 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.
- 50% DEPOSIT. Before work may begin, 50% of the total project fee must be paid in advance. The remaining balance is due upon delivery of the work files.
- RECURRING PAYMENTS. will be made in the form of a one-time payment or an automatically recurring monthly/yearly payment, as set forth in the specific product/service terms and conditions for the service provided. If billing is to include an automatically recurring payment, all payment for agreed services will be paid in advance on a monthly/yearly basis by Credit/Debit Card only. Client agrees to accept responsibility for all recurring charges until end of subscription. Cancellation is subject to the terms of our cancellation policy.
- DUE DATE. The Client agrees to pay all invoices by the due date specified on each invoice. The Client shall pay the Designer's fees according to the amounts, payment method and schedule specified in the Project Brief. 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 the Designer, even if they are estimated or charged beyond the payment schedule. Client shall repay Designer for all project-related expenses, including payment of relevant sales taxes. Work shall not commence until payment and final materials have been received.
- LATE FEE. Any payment not received within the invoice due date, will be assessed a late payment fee of (10%) of the total payment due or the highest rate allowed by applicable law, whichever is higher, with a minimum of Late Fee of (RM100.00), but not to exceed the maximum amount allowed by applicable law. In addition to late fees, Client agrees to pay all attorney’s fees and costs incurred by MissYano for late payment collection efforts. Payments will be applied first to late fees and then to the remaining balance. You shall pay to Designer all expenses incurred by Designer in exercising any of its rights under this Agreement or applicable law with respect to a Payment Default or other breach by you, including, but not limited to, reasonable attorneys’ fees and the fees of any collection agency retained by Designer. Late Fees will continue to accrue as long as there is an outstanding balance. Designer has the right to withhold Deliverables if invoices are not paid in full or accounts are past due.
- ADDITIONAL FEES. Any and 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. The Designer will deliver one copy of the Artwork in accordance with the specifications. If additional digital copies or prints are required additional fees will be charged.
- SUSPENSION FEES. Client acknowledges that Designer 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 Designer, in addition to fees and expenses already incurred through the date of such Client Delay, a Suspension Fee equal to Designer’s hourly fees for idle time caused by the Client Delay, unless Designer is able to secure other work for that time for the same or greater compensation. Client acknowledges that if Designer accepts other work because of a Client Delay, Designer may adjust time to complete the Services as necessary to accommodate such other work.
- 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.
- DISCOUNTS. There shall be no undisclosed rebates, discounts, gifts, or bonuses requested by or given to buyers by the designer or representative.
3. Making Changes
- GENERAL. If 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. Designer may extend or modify any delivery schedule or deadlines in the Proposal and Deliverables as may be required by such Changes. The Designer reserves the right to refuse to carry out changes, additions or variations, which substantially change the Work or initial brief specified by the Client.
- SUBSTANTIVE CHANGES. If Client requests or instructs Changes that amount to a revision in or near excess of 20 percent ( 20%) of the time required to produce the Deliverables, and or the value or scope of the Services, Designer shall be entitled to submit a new and separate Proposal to Client for written approval. Work shall not begin on the revised services until a fully signed revised Proposal and, if required, any additional retainer fees are received by Designer.
- CHANGES DUE TO ERROR. All changes or additions not due to the fault of the Designer or Designer's representative should be billed to the Client as an additional and separate change at an hourly rate based on availability. 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.
4. Client Responsibilities
- RESPONSIBILITY. Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner: coordination of any decision-making with parties other than the Designer; 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; final proofreading and in the event that Client has 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 error and ensuring that all information and claims comprising Client Content are accurate, legal and conform to applicable standards in Client’s industry.
- FEEDBACK/REVIEW. Designer 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 (i) approve the Deliverables using Design Feedback Tool and (ii) provide written comments sufficient to identify Client’s concerns, objections or corrections. Designer shall be entitled to request written clarification thereof. Client acknowledges and agrees that Designer’s ability to meet 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. Any such delay caused by Client shall not constitute a breach of this Agreement by Designer.
- WORK ACCEPTANCE. The client is responsible for disclosing the identity of the approvers and their dates of acceptance and how much time the client has to examine and approve concepts, comps, or the finished product before it affects the delivery deadline. Designer will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to Client. Client, within five (5) business days of receipt of each Deliverable, shall notify Designer, 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. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and Designer will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from Client, the Deliverable shall be deemed accepted. The client is responsible for disclosing the identity of the approvers and their dates of acceptance and how much time the client has to examine and approve concepts, comps, or the finished product before it affects the delivery deadline. If the Client has not notified the Designer within five (5) business days of receipt of each Deliverable shall be conclusively presumed that the Deliverables have been accepted. If the Client requests amendments after five (5) business days it shall be at the Designer’s discretion to charge an additional fee for such amendments. The Client acknowledges that rejection is not permitted on the basis of style if the style is consistent with the style or styles in the Designer’s portfolio as shown to the Client.
A credit line suitable to the design of the page will be used. Designer 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. Designer retains the right to reproduce, publish and display the Deliverables in Designer’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. Client agrees to pay an additional fifty percent (50%) of the total fee, excluding expenses, for failure to include credit line. Credit line is required independent of Designer’s signature, which shall be included at Designer’s discretion unless otherwise agreed in writing above. Client agrees to provide Designer with ten (10) sample copies of any printed material. For the avoidance of doubt, the Designer shall have the right to use the Work and Artwork for the purpose of self-promotion, unless both parties agree otherwise in writing.
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 (“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 Project, except as may be required by a court or government 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.
7. Relationship Of The Parties
- INDEPENDENT CONTRACTOR. Designer is an independent contractor, not an employee of Client or any company affiliated with Client. Designer shall provide the Services under the general direction of Client, but Designer shall determine, in Designer’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.
- DESIGN AGENTS. Designer shall be permitted to engage and/or use third party designers or other service providers as independent contractors in connection with the Services (“Design Agents”). Designer shall remain fully responsible for such Design Agents’ compliance with the various terms and conditions of this Agreement
- NO SOLICITATION. During the term of this Agreement, and for a period of six (6) months after expiration or termination of this Agreement, Client agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind of basis, any employee or Design Agent of Designer, whether or not said person has been assigned to perform tasks under this Agreement. In the event such employment, consultation or work-for-hire event occurs, Client agrees that Designer shall be entitled to an agency commission to be the greater of either: -
(i) 25 percent (25%) of said person’s starting salary with Client
(ii) 25 percent (25%) of fees paid to said person if engaged by Client as an independent contractor.
In the event of (i) above, payment of the commission will be due within (30) days of the employment starting date. In the event of (ii) above, payment will be due at the end of any month during which the independent contractor performed services for Client. Designer, in the event of nonpayment and in connection with this section, shall be entitled to seek all remedies under law and equity.
- 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 Designer, and Designer shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Designer.
8. Warranties & Representations
- CLIENT. Client represents, warrants and covenants to Designer that 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 is accurate, legal, conforms to ethical standards of the Client’s industry, 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; Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials; Client shall comply with all laws and regulations as they relate to the Services and Deliverables; Client will not without the Designer’s prior written approval amend, adapt, or use the Work or Artwork for any purpose other than that specifically licensed in this agreement; 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 the Designer; 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; 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 the Designer. Unless otherwise agreed in writing, supply by the Designer 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 the Designer.
- DESIGNER. Designer represents, warrants and covenants to Client that Designer will provide the Services in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services; Designer further represents, warrants and covenants to Client that (i) except for Third Party Materials and Client Content, the Final Deliverables shall be the original work of Designer and/or Designer Agents, (ii) if the Final Deliverables include the work of Designer Agents, Designer shall have secured agreements from the Designer Agents granting all necessary rights, title and interest in and to the Final Deliverables sufficient for Designer to grant the intellectual property rights provided in this Agreement, and (iii) to the best of Designer’s knowledge, the Final Works (excluding Client Content and Third Party Materials), and use of same in connection with the Project, will not violate the rights of any third parties. Client acknowledges that Designer will not conduct any type of intellectual property clearance search (e.g., copyright, trademark, utility patent or design patent searches). If Client or any third party authorized by Client modifies or uses the Deliverables outside the scope of rights granted in this Agreement, or otherwise in violation of this Agreement, all representations and warranties of Designer shall be void; Except for the express representations and warranties stated in this Agreement, Designer makes no warranties whatsoever. Designer explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the Project.
- BY CLIENT. Client shall indemnify Designer from any and 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. Designer shall promptly notify Client in writing of any third party claim or suit. Client shall have the right to fully control the defense and any settlement of such claim or suit.
- 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, Designer may at its own expense, replace any infringing content with non-infringing content.
- 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.
10. Term and Termination
- TERM. This agreement shall begin when both parties sign and shall continue until all Services are complete and delivered, or until the Agreement is Terminated.
- 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; or (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.
- 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, or (iii) hourly fees for work performed by MissYano and/or MissYano Agents as of the date of termination, whichever is greater; and Client shall pay any outstanding Additional Costs, Taxes, Expenses, Charges, and costs of Changes incurred through the date of termination. In the event of termination for convenience by Client, Client shall pay in addition to the above an early termination fee equal to 50% of the total Project fee, Schedule A shall not be effective, and Client shall not have rights to use the Deliverables except upon written consent from MissYano provided after such termination.
- CANCELLATION AND KILL FEES. Cancellation (“kill”) fees are due based on the amount of work completed. Fifty percent (50%) of the final fee is due within 30 days of notification that for any reason the job is canceled or postponed before the final stage. 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.
- IN THE EVENT OF TERMINATION FOR CONVENIENCE. By MissYano or for cause 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.
- WORK STOPPAGE OPTION. If MissYano has grounds to terminate this Agreement for breach under Section 10.b.(ii), MissYano may elect to suspend work until Client cures the breach and agrees to amend the Proposal to adjust fees, including Suspension Fees, and schedules as reasonably required by MissYano.
- NO-REFUND POLICY. Client agree to a no-refund policy in advance. 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. Deposit is nonrefundable if development work has begun and the client terminates the contract without MissYano's fault.
11.0. MODIFICATION/WAIVER. We may amend this Agreement at any time by posting a revised version on our website. The revised version was effective at the time we post it. If the revised version includes a Substantial Change, we will provide you with 30 Days' prior notice of any Substantial Change by posting a notice on the "Policy Updates" page of our website. Client shall pay, Additional Costs, Expenses, Charges, and costs of Changes that Client authorizes by email or a project management platform utilized for the Project. 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.
11.1. 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.
11.2. FORCE MAJEURE. Designer shall not be deemed in breach of this Agreement if Designer 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 Designer or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Designer’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Designer 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.
11.3. This Agreement shall be governed by the law of Malaysia.
11.4. 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.
11.5. INTERPRETATION. Section headings are solely for convenience and reference only and shall not effect 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 Designer in good faith. Any other ambiguities shall be resolved with the most reasonable and legally valid construction, without regard to authorship of such provisions.
11.6. 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. This Agreement comprises this Basic Terms and Conditions document, the Proposal, Schedule A, and the following documents as indicated by the parties’ initials:
Supplement 1: Print-Specific Terms and Conditions
Supplement 2: Interactive-Specific Terms and Conditions
Supplement 3: Environmental-Specific Terms and Conditions
Supplement 4: Motion-Specific Terms and Conditions
12. Appropriate Conduct
12.0. MissYano takes pride in professional courtesy and manners and hope 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.
13. Copyright Usage / Licensing Rights
13.0. In 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.
|Copyright Usage||% Quote||Description|
|Base Licensing Rights
|FREE||Non-Exclusive Lifetime use of for one (1) purpose. This is the Base Licensing that is included at no additional cost. See common single-use categories below.|
|Extra Single Rights
|30%||Do you need one additional usage right? For example, you planned on corporate usage, but also need advertising?|
|Exclusive to Industry
|65%||For 5 years, you have exclusive use to your industry, so that competitors will not use the artwork. The art may only be re-licensed to others outside of your industry. For example, if you are a biotech start-up, a textbook publisher may use it, but no other corporations could use it. After 5 years, you the client retain non-exclusive base usage and all other rights revert to MissYano|
|Exclusive All Rights
|100%||You have exclusive use to the illustration, for any use, for 5 years. For 5 years the only used retained by MissYano is for artist self-promotion (portfolio, newsletters, mailers and website), and authorship. After 5 years, you the client retain non-exclusive base usage and all other rights revert to MissYano|
|Exclusive to Industry
|150%||You have exclusive use to your industry, so that competitors will not use the artwork, for life. The art may only be re-licensed to others outside of your industry. For example, if you are a start-up, a textbook publisher may use it, but no other corporations could use it.|
All Rights Lifetime
|200%||You have non-exclusive use to the illustration, for any use, for all time. The image may be relicensed to others for use.|
|Exclusive All Rights
|300%||You have exclusive use to the illustration, for any use, for all time. The only use that MissYano retains is for artist self-promotion (portfolio, newsletters, mailers and website), and authorship.|
All Rights Lifetime (Academic)*
|65%||Academic pricing for journal publications (see Rights description above)|
- "Agreement" means this Agreement between MissYano and Client to which these terms and conditions apply, and incorporating the Client Order Confirmation.
- "Artwork" means the final design for the Work in accordance with general and detailed specifications supplied by the Client excluding preparatory designs such as sketches, graphic works, project development and production drawings, models, characters, prototypes and other matters.
- "Business/Working Day" means a day other than a Saturday, Sunday or public holiday in Malaysia when banks in Malaysia are open for business.
- "Client" means a person who commissions the Work
- "Client Order Confirmation" means the order confirmation sheet on the first page of this Agreement (hereafter “COC”)
- "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 the Deliverables.
- "Confidential Information" means means all confidential information disclosed by the Client to MissYano or disclosed by MissYano to the Client (whether in writing, orally or by other means) relating but not limited to the business organization, transactions, finances, technology and business activities or affairs, of and concerning the Client or MissYano and its customers and suppliers. Confidential Information includes Reference Materials to the extent that they are not in the public domain at the Commencement Date
- "Copyrights" means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under Copyright Act 1987.
- "Deliverables" means all output to be provided by MissYano to the Client in relation to the Work as specified in the Schedule of the COC.
- "Designer Tools" means all design tools developed and/or utilized by MissYano 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 or not patentable, and general non-copyrightable concepts such as Website design, architecture, layout, navigational and functional elements.
- "Final Deliverables" means the final versions of Deliverables provided by MissYano and accepted by Client.
- "Final Works" means all creative content developed by MissYano, or commissioned by MissYano, 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 MissYano’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials.
- "Licensed Rights" means the use the Client can make of the Intellectual Property Rights acquired or developed in respect of the Work or Artwork as specified in the COC.
- "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 MissYano and which may or may not be shown and or delivered to Client for consideration but do not form part of the Final Works.
- "Project" means the scope and purpose of the Client’s identified usage of the work product as described in the Proposal.
- "Purpose" means the use for which Work is supplied.
- "Services" means all services and the work product to be provided to Client by MissYano as described and otherwise further defined in the Proposal.
- "Reference Materials" means any information, techniques, know-how, ideas, concepts and materials (regardless of the form or medium in which they are disclosed or stored) that are owned by or licensed to the Client.
- "Third-Party Materials" means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.
- "Trademarks" means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of Client.
- "Work" means the service to be provided by MissYano to Client including the production of the Artwork as described in the COC.