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Crisp Graphic Design Terms of Use
Welcome to Crisp Graphic Design! By using Crisp Graphic Design, and
purchasing a service, you agree to be legally bound by these Terms and
Conditions of Use (the "Terms and Conditions"), including those terms
and conditions incorporated by reference. Please read these Terms and
Conditions carefully. If you do not accept these Terms and Conditions,
you may not use the Crisp Graphic Design service. Crisp Graphic Design
may revise these Terms and Conditions at any time by updating this
posting. You should visit this web page periodically to review the Terms
and Conditions, because they are binding on you. In these Terms and
Conditions, all services provided by and related to Crisp Graphic
Design, and all text, images, photographs, user interface, "look" and
"feel", data and other content included at Crisp Graphic
Design.com from
time to time (including, without limitation, the selection, coordination
and arrangement of such content) are sometimes referred to as the "Web
Site" and/or "Service."
You acknowledge and agree that Crisp Graphic Design shall have the
right (but not the obligation) in its sole discretion, to pre-screen,
refuse or remove any project and/or user provided content that violates
these Terms and Conditions or is otherwise objectionable, including,
without limitation, projects or content that is illegal, obscene,
indecent, defamatory, incites religious, racial or ethnic hatred, or
violates the rights of others. Activity that is brought to our attention
which appears in our sole judgment to violate the law will be brought to
the attention of the proper authorities. You acknowledge, consent and
agree that Crisp Graphic Design may access, preserve, and disclose your
account information and content if required to do so by law or in a good
faith belief that such access preservation or disclosure is reasonably
necessary to: (a) comply with legal process; (b) enforce these Terms and
Conditions; (c) respond to claims that any content violates the rights
of third-parties; (d) respond to your requests for customer service; or
(e) protect the rights, property, or personal safety of Crisp Graphic
Design, its users and the public.
1.
Crisp Graphic Design Service Generally
(a) Description. The Crisp Graphic Design Service is an online offering
where individuals or entities that have made an order or purchase with
Crisp Graphic Design as clients (each, a "Client") can request and/or
submit specific assignments and project descriptions, including
illustrative samples or other media (each, an “order"), revise those
orders (each, an "order or design revision") and obtain responses (each,
a "response") to those orders or order revision from design experts
retained by Crisp Graphic Design ("designers"). Crisp Graphic Design
will provide you, as the Client, the Service according to the Package
you have chosen as detailed in section 1(e) below. Your responses will
be created iteratively or graphically through a design drafting cycle of
orders, order revisions, and responses, ultimately resulting in a final
response conforming to your various order and/or revision orders.
(b) Order and responses. You are solely responsible for providing detailed descriptions of each of your order to the Web Site or
by email as indicated, including providing samples illustrating your
order and any relevant deadlines. Crisp Graphic Design is under no obligation to
review an order or order revision
including accuracy, completeness of information, quality or clarity.
Crisp Graphic Design may decide, in its sole discretion, to deny an
order or order revision.
(c) Reviewing Responses. When Crisp Graphic Design provides you with a
response, you are responsible for reviewing the response. If you fail to
promptly inform Crisp Graphic Design that the response is not reasonably
responsive to your order, you will be deemed to
have accepted the response. If you notify Crisp Graphic Design that you
think a response is not reasonably responsive to the related order, you
shall then submit to the Web Site or an email containing information
regarding amendments or modification to be made to the initial response.
After you provide Crisp Graphic Design with an order revision, Crisp
Graphic Design will provide you with a subsequent response that conforms
to the additional criteria you requested. Crisp Graphic Design is not
responsible for the content of responses developed to the extent that
such responses are prepared to conform to your order or revision order.
(d) Revision Cycles. Revision cycles generally consist of 2-6 additional
compositions that incorporate changes you request in a revision order.
The purpose of the revision process is to create responses that move
your project forward in the specific direction you have determined. You
may request significant changes in the first and second cycles, and the
responses generated might be quite different in nature from the original
composition you selected. By the third revision request, your requests
shall be modifications of the current composition only. Revision
requests that depart from the then-current composition will be honored
and completed in a timely manner, however; Crisp Graphic Design reserves
the right to charge $50 for each such revision. No revision work, which
requires payment, will be started without your authorization.
(e) Packages. You may select from the following Service Packages or
others that may appear on this website or in an email response to you:
CGD
Basic Package
·
3 unique logo designs
·
3-5 variations of each concept
·
3-day turnaround for first design samples
·
3 revision cycles
CGD Advanced
Package
·
5 unique logo designs
·
3-5 variations of each concept
·
4-day turnaround for first design samples
·
unlimited revision cycles on at least one design
CGD Pro Package
·
8 unique logo designs
·
3-5 variations of each concept
·
5-day turnaround for first design samples
·
unlimited revision cycles on at least one design
CGD Stationery Plus Package
(f) Client Accounts. When you register for the Service, you must pay
for the Service via PayPal, credit card, or other payment method expressly
authorized by Crisp Graphic Design. You will be charged for the Package
you have selected. If you pay by credit card, you will be required to
provide a valid credit card number and credit card billing address to
either Crisp Graphic Design or an approved third party payment service
(e.g. “PayPal). Crisp Graphic Design or the third party payment
service will
email you a receipt for the transactions in which you are involved. Our
fee policy may change and we may decide to impose additional
fees on Clients at any time; however, such additional fees will not
apply to projects submitted before Crisp Graphic Design implements any
such change in fees.
(g) Refunds. If you are not satisfied with the initial Responses
provided by Crisp Graphic Design, and have paid the full fee up-front,
you may request a refund by completing the Refund Request form, which
will be provided to you upon request. Upon timely receipt of the
completed form, Crisp Graphic Design will refund the total payment made
by you, less a ninetynine dollar ($99.00) service and processing fee.
In addition, refunds are only available to the actual Client for whom
the logo was created. No refund is available for design firms or for
those who order our design services on behalf of another entity.
Furthermore, you shall forfeit the right to the refund outlined above if
you request additional revisions to any of the initial concepts. You
shall also forfeit the right to a refund if you do not respond in a
timely manner to a status notification from Crisp Graphic Design, as
described below in section 1.
(h). Should you receive a refund, you agree that your acceptance of the
refund shall constitute your sole and exclusive remedy with respect to
related responses. Additionally, you acknowledge that you will have no
right (express or implied) to use any response or other work product,
content, or media, nor will you have any ownership interest in or to the
same.
(i) Project Duration. You agree to provide timely responses to any
status notifications that Crisp Graphic Design sends to you. You shall
have 30 days to respond to each response sent to you. If after 30 days
you have failed to respond, Crisp Graphic Design will assume that your
project is complete and the project shall be deemed completed. At such
time, Crisp Graphic Design will have no further obligation to you, and
you will pay Crisp Graphic Design pursuant to the provisions of these
Terms and Conditions. Notwithstanding the foregoing, Crisp Graphic
Design reserves the right, in its sole discretion, to terminate your
access to all or a portion of the Service, at any time, with or without
notice. In the event of such termination, Crisp Graphic Design will
determine, in its sole discretion, whether you are entitled to any
refund.
2. Eligibility, Access, Use and Service
(a) Eligibility Requirements. To register as a Client, you must be at
least 18 years of age, agree to these Terms and Conditions. By registering as a Client, you
represent and warrant that you meet these eligibility requirements, that
the information you include as part of the registration process is
complete and accurate and, if you are registering on behalf of an
entity, that you are authorized to bind that entity to these Terms and
Conditions. Crisp Graphic Design may accept or reject your registration
in its sole discretion.
(b) Authorization to Use; Permitted Uses. You may access and use the
Service solely in accordance with these Terms and Conditions and any
posted policies and procedures that appear on the Web Site. You may
provide orders and obtain responses only if you register as a Client.
This may be accomplished via and online form or the transmission of
personal information that is made available via an third party money
transfer service (e.g. “PayPal). Any use of the Web Site is at your sole risk
and responsibility. Subject to these Terms and Conditions, you may (i)
display the Web Site on an Internet access device, and (ii) on an
occasional, infrequent and ad hoc basis, and only in circumstances that
constitute "fair use" under copyright law, print copies of insubstantial
portions of the Web Site.
(c) Prohibited Uses. Except as expressly permitted in these Terms and
Conditions, you may not display or print the Web Site and in no event
may you broadcast, circulate, distribute, download, perform, publish,
rent, reproduce, sell, store, transmit or create decorative works from
the Web Site. Additionally, you agree to comply with all applicable laws
(including, without limitation, any applicable export controls) in
connection with your use of the Service, and with such further
limitations or rules as may be set forth on the Web Site. Without
limiting the foregoing, you agree not to transmit, distribute, post,
communicate or store information or other material on, to or through the
Web Site that (i) is copyrighted, unless you are the copyright owner;
(ii) reveals trade secrets, unless you own them; (iii) infringes on any
other proprietary or intellectual property rights of others, on the
privacy or publicity rights of others, or any statutory right; (iv) is
obscene, defamatory, threatening, harassing, abusive, hateful, or
embarrassing to any other person or entity; (v) is sexually-explicit;
(vi) constitutes advertisements or solicitations of business, chain
letters or pyramid schemes; or (vii) contains viruses, Trojan horses,
worms, time bombs, or other computer programming routines or engines
that are intended to damage, detrimentally interfere with,
surreptitiously intercept or expropriate any system, data or
information. You further agree not to (a) use any incomplete, false or
inaccurate biographical information or other information for purposes of
registering as a Client; (b) delete or revise any material or other
information of any other user of Crisp Graphic Design; (c) take any
action that imposes an unreasonable or disproportionately large load on
the Web Site's infrastructure; (d) use any device, software or routine
to interfere or attempt to interfere with the proper working of the
Service or any activity being conducted on the Web Site; (e) use or
attempt to use any engine, software, tool, agent or other device or
mechanism (including, without limitation, browsers, spiders, robots,
avatars or intelligent agents) to navigate or search the Web Site, other
than the search engine and search agents available from Crisp Graphic
Design on the Web Site and other than generally available third-party
web browsers (e.g., Microsoft Internet Explorer and Netscape Navigator);
or (f) attempt to decipher, decompile, disassemble or reverse-engineer
any of the software comprising or in any way making up a part of the Web
Site.
(d) Web Site Security. You are prohibited from violating or attempting
to violate the security of the Web Site, including, without limitation,
(i) accessing data not intended for you or logging into a server or
account that you are not authorized to access; (ii) attempting to probe,
scan or test the vulnerability of a system or network or to breach
security or authentication measures without proper authorization; (iii)
attempting to interfere with service to any user, host or network,
including, without limitation, by way of submitting a virus to, or
overloading, "flooding", "spamming", "mailbombing" or "crashing", the
Web Site; (iv) sending unsolicited email to any user of the Web Site,
including promotions and/or advertising of products or services; or (v)
forging any TCP/IP packet header or any part of the header information
in any email or posting generated in connection with the Service.
Violations of system or network security may result in civil or criminal
liability. Crisp Graphic Design will investigate occurrences that may
involve such violations and may involve, and cooperate with, law
enforcement authorities in prosecuting users who are involved in such
violations. Crisp Graphic Design reserves the right to review postings
on the Web Site, to remove any postings, and to terminate your ability
to communicate with, or post to, the Web Site at any time without
notice, in its sole discretion. Crisp Graphic Design will use
commercially reasonable efforts not to disclose any information you
communicate with, or post to, the Web Site, but reserves the right to
disclose such information to the extent necessary to satisfy any
applicable law, regulation, legal process or governmental request, and
the right to edit, refuse to post or to remove any information or
materials, in whole or in part.
(e) Operation of Web Site. Crisp Graphic Design shall not be responsible
for any delays or interruptions of, or errors or omissions contained in,
the Web Site. Crisp Graphic Design reserves the right, but shall not be
required, to correct any such delays, interruptions, errors or
omissions. Although Crisp Graphic Design intends to use commercially
reasonable efforts to make the Web Site and Service accessible, Crisp
Graphic Design makes no representation, warranty or covenant that the
Web Site or Service will be available at all times or at any time.
Various circumstances may prevent or delay availability, including
telecommunications and/or server problems. Crisp Graphic Design may at
any time discontinue the Web Site in whole or in part, may change or
eliminate any transmission method, and may change transmission speeds or
other signal characteristics. Crisp Graphic Design shall not be
responsible for any loss, cost, damage or liability that may result from
any of the circumstances, actions or inactions described in this
paragraph.
3. Registration, Password, User Identity
(a) Your User Identity. When you register as a Client, you may be asked will create a
user identity (your "User Identity"), which will be your identity for
purposes of interacting with other users through the Web Site. Your User
Identity will include certain personal information, such as, the
industry in which you operate. However, your user name need not be your
real name. During the registration process, the fields requesting
information that will be made available to others as part of your User
Identity are identified. You are responsible for ensuring that you are
comfortable making such information available to other Web Site users.
(b) Access Numbers, Passwords, and Password Access. You shall keep
confidential, shall not disseminate, and shall use solely in accordance
with these Terms and Conditions, your User Identity, registration
identification and password for the Web Site. You shall immediately
notify Crisp Graphic Design if you learn of or suspect: (i) any loss or
theft of your User Identity, registration identification or password, or
(ii) any unauthorized use of your registration identification or
password or of the Web Site. In the event of such loss, theft, or
unauthorized use, Crisp Graphic Design may impose on you, at Crisp
Graphic Design' sole discretion, additional security obligations.
(c) Security Breaches and Revision. If any unauthorized person obtains
access to the Web Site as a result of any act or omission by you, you
shall use your best efforts to ascertain the source and manner of
acquisition and shall fully and promptly inform Crisp Graphic Design.
You shall otherwise cooperate and assist in any investigation relating
to any such unauthorized access.
4. Ownership; Rights to Use
(a) Web Site and Service Generally. Except as expressly contemplated
under these Terms and Conditions, as between Crisp Graphic Design and
you, Crisp Graphic Design will own all right, title and interest in and
to all copyright, trademark, service mark, patent, trade secret or other
intellectual property and proprietary rights in and to the Web Site and
Service, in all media now known or later devised, to the fullest extent
provided under United States, Canadian and international law. You shall not
remove, conceal or alter any copyright notice, byline information,
disclaimer, restriction or other notice on the Web Site or any portion
thereof. You shall not use or permit any third party to use the name,
trademarks, trade names, or trade dress of Crisp Graphic Design,
including "Crisp Graphic Design", without the prior written consent of
Crisp Graphic Design, as determined in its sole discretion, for each
such use.
(b) Creative and Response Briefs. Upon submission of a Creative or
Response Brief or any other information or media provided by you in
connection with your use of the Service (collectively, the "Client
Information"), Crisp Graphic Design and its agents shall have all rights
and licenses necessary to use such Client Information for the purpose of
obtaining Responses and for archival purposes. Each Member to whom your
project is made available has the right to review and display the
relevant Term Sheet for purposes of preparing a Response.
(c) Rights of Crisp Graphic Design. Upon your submission of Client
Information to the Service, you grant Crisp Graphic Design and its
agents a royalty-free, perpetual, irrevocable, sublicenseable,
exclusive, worldwide right (including any moral rights) and license to
use, reproduce, modify, adapt, publish, translate, create derivative
works from, distribute, communicate to the public, perform and display
(in whole or in part), and/or incorporate in other works, in any form,
media, or technology now known or later developed, such Client
Information, for the full term of any intellectual property rights that
may exist in such Client Information to the extent necessary to provide
you with the Service and Responses.
(d) Rights of Clients. Subject to your compliance with these Terms and
Conditions, you shall own the final the Response composition provided to
you by Crisp Graphic Design (the "Final Product"). You shall not,
however, own any materials, media or other content generated during any
revision cycles leading up to the Final Product, and Crisp Graphic
Design expressly reserves all right, title and interest in and to the
same. You acknowledge and hereby grant to Crisp Graphic Design a
royalty-free, irrevocable exclusive worldwide right to use Creative and
Revision Briefs, individual Responses provided to you, and Final Product
for internal and archival purposes, and in order to display and promote
the Crisp Graphic Design Service. Crisp Graphic Design retains the
rights to all artwork concepts and other content not selected by you.
You acknowledge that your ownership rights under these Terms and
Conditions are limited to the Final Product, and that no trademarks or
service marks in or to any Final Product are being conveyed under these
Terms and Conditions. You hereby acknowledge that Crisp Graphic Design
shall have no obligation or duty to perform trademark, service mark or
copyright searches or inquiries, or the like, in order to validate the
propriety or legality of the Final Product. Accordingly, you are
encouraged to perform your own independent searches with regard to the
Final Product. Furthermore, you acknowledge that Crisp Graphic Design
shall have no responsibility or obligation of any kind to assist you in
seeking state or federal intellectual property protection (i.e., without
limitation, trademark or copyright registration) for the Final Product,
nor shall Crisp Graphic Design be responsible for otherwise assisting
you in any way in your attempt to perfect your rights in or to the Final
Product.
5. Nondisclosure and Privacy
Crisp Graphic Design intends to use commercially reasonable efforts to
follow its privacy policy, as such privacy policy may be changed from
time to time at Crisp Graphic Design' sole discretion. Notwithstanding
the foregoing, Crisp Graphic Design cannot and does not assume any
responsibility or liability for any information submitted to the Web
Site or for the use or misuse of any information submitted by you or any
other person, including, without limitation, any information accessed by
a hacker or by any other malicious act.
6. Disclaimers; Indemnification; Limitations of
Liability
(a) Responsibility for Content. Crisp Graphic Design shall not be
responsible for any use that is or is not made of the Web Site or the
Service. Without limiting the foregoing, Crisp Graphic Design makes no
representations, warranties or covenants regarding, and does not
guarantee, the truthfulness, accuracy, or reliability of any information
or other material (including, without limitation, any order, Term
Sheets, responses or User Identity) that are communicated through, or
posted to, the Service, whether by Members, Clients, Crisp Graphic
Design or otherwise, nor does Crisp Graphic Design endorse any opinions
expressed by any user of the Web Site, including any Member or Client.
Without limiting the foregoing, Crisp Graphic Design makes no
representations, warranties or covenants regarding the validity of the
rights to Responses granted pursuant to these Terms and Conditions. You
acknowledge that any reliance on information or other material,
including, without limitation, any information related to a particular
Package or your project, term sheet, response or User Identity,
communicated through the Service, or posted to the Web Site, will be at
your own risk. Without limiting the foregoing, you agree and acknowledge
that you use each response at your own risk and that you are responsible
for taking any actions you deem reasonable to determine whether your use
of a response will infringe any statutory or third-party intellectual
property, privacy or publicity rights.
(b) Links to Third-Party Services. The Web Site may contain links to
third-party web sites or other services (the "Linked Content"). The
Linked Content is not under the control of Crisp Graphic Design and
Crisp Graphic Design is not responsible for the Linked Content,
including, without limitation, links contained in the Linked Content, or
any changes or updates to Linked Content. Crisp Graphic Design is
providing Linked Content to you only as a convenience, and the inclusion
of such Linked Content is not an endorsement by Crisp Graphic Design of
such Linked Content. If you decide to access any Linked Content, you do
so at your own risk.
(c) Disclaimer of Warranties. THE SERVICE AND THE RESPONSES ARE
PROVIDED "AS IS." Crisp Graphic Design MAKES NO REPRESENTATION OR
WARRANTY OF ANY KIND WHATSOEVER TO YOU OR ANY OTHER PERSON RELATING IN
ANY WAY TO THE WEB SITE, INCLUDING ANY PART THEREOF, OR ANY WEB SITE OR
OTHER CONTENT OR SERVICE THAT MAY BE ACCESSIBLE DIRECTLY OR INDIRECTLY
THROUGH THE WEB SITE, INCLUDING ANY TERM SHEET, RESPONSE, USER IDENTITY
OR LINKED CONTENT. Crisp Graphic Design DISCLAIMS, TO THE MAXIMUM EXTENT
PERMITTED BY LAW, ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES,
WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, Crisp Graphic Design DISCLAIMS, TO THE MAXIMUM EXTENT
PERMITTED BY LAW, ANY AND ALL (i) WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE; (ii) WARRANTIES AGAINST INFRINGEMENT
OF ANY THIRD-PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS; (iii)
WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN
THE WEB SITE, OR ANY PART THEREOF; (iv) WARRANTIES RELATING TO THE
TRANSMISSION OR DELIVERY OF THE WEB SITE; AND (v) WARRANTIES OTHERWISE
RELATING TO PERFORMANCE, NON-PERFORMANCE, OR OTHER ACTS OR OMISSIONS BY
Crisp Graphic Design OR ANY THIRD PARTY. FURTHERMORE, THERE IS NO
WARRANTY THAT THE WEB SITE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE
NEEDS OR REQUIREMENTS OF ANY OTHER PERSON.
(d) Release from Claims. The Service serves solely as a venue for the
creation of work and Crisp Graphic Design does not regularly screen or
censor any information or material posted to the Web Site. Although
Crisp Graphic Design makes commercially reasonable efforts to determine
the identity of Clients, Crisp Graphic Design cannot and does not
confirm that any Client or other user is who they claim to be or that
any Client or other user has the qualifications he or she claims to
have. Because Crisp Graphic Design does not and cannot be involved in
user-to-user dealings or control the behavior of participants on the Web
Site, if you have a dispute with one or more users, you hereby release
Crisp Graphic Design (and our affiliates, agents and employees) from
claims, demands and damages (actual and consequential, direct and
indirect) of every kind and nature, known and unknown, suspected and
unsuspected, disclosed and undisclosed, arising out of or in any way
connected with such disputes.
(e) Indemnification. You hereby agree to defend, indemnify and hold
harmless Crisp Graphic Design and its subsidiaries, affiliates,
officers, agents, co-branders or other partners and employees from any
action, claim, demand, or liability arising from or relating to your
violation of any of these Terms and Conditions or use of the Web Site,
and any expenses incurred in connection therewith, including, without
limitation, reasonable attorneys' fees.
(f) Limitation of Damages. IN NO EVENT SHALL THE COMPANY OR ANY THIRD
PARTY BE LIABLE TO YOU OR ANY OTHER PERSON FOR CONSEQUENTIAL,
INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES ARISING
UNDER OR IN ANY WAY RELATED TO THE WEB SITE, INCLUDING ANY PART THEREOF,
OR THESE TERMS AND CONDITIONS OR ANY OTHER CONSENT (INCLUDING LOST
PROFITS, LOSS OF BUSINESS OR DATA, BUSINESS INTERRUPTION, TRADING
LOSSES, AND DAMAGES THAT RESULT FROM INACCURACY OF THE INFORMATION OR
INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE SERVICE) EVEN IF Crisp
Graphic Design OR ANY THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES OR LOSSES. Crisp Graphic Design' TOTAL LIABILITY FOR
DAMAGES SHALL BE LIMITED TO THE TOTAL AMOUNT YOU PAID TO Crisp Graphic
Design FOR YOUR PACKAGE UNDER THESE TERMS AND CONDITIONS.
7. Communication
By using the Crisp Graphic Design Service, you agree to receive, via
email or otherwise, status notifications, a monthly newsletter, and
carefully selected special offers and promotions for certain products
and services that we believe could be of value to our Clients. This is
essential to maintaining the low-cost of our services. You are free to
unsubscribe from any newsletters we send to you at any time. Crisp
Graphic Design may or may not use a third party to send email or
otherwise contact you, however, your personal identifying information
will never be disclosed or shared with another party in a manner
inconsistent with Crisp Graphic Design' privacy policy.
8. Miscellaneous Provisions
(a) Entire Agreement. These Terms and Conditions set forth the entire
agreement and understanding of the parties with respect to the subject
matter hereof and supersede any and all prior oral or written agreements
and understandings, and any and all contemporaneous oral agreements and
understandings (excluding any associated agreements required by Crisp
Graphic Design (e.g., privacy policy) as a condition precedent to
Clients' use of the Service), between you and Crisp Graphic Design
regarding the subject matter of these Terms and Conditions.
(b) Amendment. No modification, amendment, or waiver of these Terms and
Conditions or any part hereof shall be binding unless evidenced in
writing and signed by Crisp Graphic Design.
(c) Severability. If any provision of these Terms and Conditions is
held by a court of competent jurisdiction to be invalid, void, or
unenforceable, then such provision shall be deemed null and void, but
the remaining provisions shall continue in full force without being
impaired or invalidated in any way.
(d) Mutual Participation. The language of these Terms and Conditions
shall be deemed to be the language mutually chosen by the parties and no
rule of strict construction shall be applied against or in favor of
either party hereto.
(e) Headings. The section headings and other headings contained herein
shall not affect the meaning or interpretation of these Terms and
Conditions.
(f) Choice of Law; Forum. These Terms and Conditions shall be governed
by the substantive law of Ontario, Canada, without reference to any
choice of law rules that would result in the application of the
substantive law of any other jurisdiction. The parties agree that any
disputes arising out of or relating to these Terms and Conditions shall
be submitted to the federal courts having jurisdiction in Ontario, or
provincial courts having jurisdiction in the area in which such federal
courts have jurisdiction, and the parties consent to the personal
jurisdiction of such courts with respect to such disputes.
(g) Assignment. You may not assign or otherwise transfer (by operation
of law or otherwise) any of your rights or duties hereunder unless Crisp
Graphic Design agrees in writing after receiving prior written notice.
Any attempted assignment or other transfer without the requisite consent
shall be null and void ab initio. Crisp Graphic Design may assign or
otherwise transfer any of its rights or the performance of any of its
duties without your consent.
(h) Waiver. The waiver by Crisp Graphic Design of a breach or a
violation of any provision of these Terms and Conditions shall not
operate as or be construed to be a waiver of any subsequent breach or
violation of any provision of these Terms and Conditions.
(i) Independent Contractors. The parties and their respective personnel
are and shall be independent contracts and neither party by virtue of
these Terms and Conditions shall have any right, power or authority to
act or create any obligation, express or implied, on behalf of the other
party.
(j) Force Majeure. If the performance of any part of these Terms and
Conditions by either party is prevented, hindered, delayed or otherwise
made impracticable by reason of any flood, riot, fire, judicial or
governmental action, labor disputes, act of God or any other causes
beyond the control of either party, that party shall be excused from
such to the extent that such performance is prevented, hindered or
delayed by such causes.
(k) Capacity. The parties hereby warrant and represent that they have
all necessary rights and authority to execute these Terms and Conditions
and to fulfill their obligations hereunder.
(l) Further Assurances. The parties hereto shall, at their own cost and
expenses, execute and deliver such other documents, artwork, programming
code and instruments and shall take such other action as may reasonably
be required or appropriate to evidence or carry out the intent and
purposes of these Terms and Conditions.
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