LIMITED WARRANTY; DISCLAIMER.
PROVIDER WARRANTS THAT IT WILL PERFORM THE SERVICES IN A TIMELY, WORKMANLIKE, AND PROFESSIONAL MANNER IN ACCORDANCE WITH GENERALLY RECOGNIZED INDUSTRY STANDARDS FOR SIMILAR SERVICES. CLIENT WARRANTS THAT IT HAS REVIEWED, AND IS SATISFIED WITH, THE STYLE AND MANNER OF SERVICES OF PROVIDER BASED ON PROVIDER’S PRIOR WORK. CLIENT UNDERSTANDS AND AGREES THAT: (I) PROVIDER WILL PERFORM THE SERVICES IN A SIMILAR MANNER AND STYLE AS THAT REVIEWED BY CLIENT; (II) PROVIDER’S SERVICES MAY BE SUBJECTIVE AND PROVIDER’S STYLE OR TECHNIQUES MAY EVOLVE OVER TIME; (III) THE SERVICES MAY VARY BASED UPON A CLIENT’S STYLE, BUDGET, OR NEED; AND (IV) WHILE CLIENT MAY PROVIDE SUGGESTIONS TO SERVICES AND DELIVERABLES, PROVIDER IS UNDER NO OBLIGATION TO INCORPORATE ANY CLIENT SUGGESTIONS; AND (IV) CLIENT WILL NOT BE ELIGIBLE TO RECEIVE A REFUND DUE TO DISSATISFACTION WITH PROVIDER’S AESTHETIC DECISIONS OR ARTISTIC ABILITY. PROVIDER (A)MAKES NO WARRANTIES EXCEPT FOR AS SET OUT ABOVE; AND (B) DISCLAIMS ALL OTHER WARRANTIES,WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE. PROVIDER DOES NOT WARRANT AGAINST INFRINGEMENT. PROVIDER’S SOLE AND EXCLUSIVE LIABILITY AND CLIENT’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF THE LIMITED WARRANTY SET OUT IN THIS SECTION WILL BE REPERFORMANCE OF THE AFFECTED SERVICES. CLIENT MUST ALLEGE A BREACH OF SUCH WARRANTY WITHIN THIRTY (30) DAYS OF PERFORMANCE TO RECEIVE SUCH REPERFORMANCE.
Provider will render the services specified in the Statement of Work(“Services”) to Client on the terms and conditions specified in these Terms. Client will pay Provider the fees in the amount and frequency specified in the Statement of Work. If the Statement of Work does not specify when fees would be due, then Client will pay all amounts due within ten (10) days of the date of the last signature (the““Effective Date”). All fees paid under this Agreement are non-refundable, unless otherwise expressly specified in these Terms or the Statement of Work.
Deliverables
Unless otherwise expressly set forth in the Statement of Work, all works of authorship and other materials or technology (i) created in the course of performing the Services; or (ii) that formal or part of a deliverable provided as part of the Services (excluding any Client Materials)(collectively, “Deliverables”) will be the sole property of Provider including all intellectual property rights therein. Provider may fully exploit any Deliverables for its own business purposes. Subject to final payment by Client of all amounts owed to Provider under the Statement of Work, Provider hereby grants to Client a nonexclusive, royalty-free, perpetual, irrevocable, worldwide, non-sublicensable, non-transferable, license to use, reproduce, manufacture, modify, distribute, import, and otherwise exploit any Deliverables provided to Client by Provider. PROVIDER RETAINS ALL RIGHTS TO RAW IMAGES AND IS NOT OBLIGATED TO PROVIDE TO CLIENT.