Zwelly Co.

Service Contract Agreement

The Parties agree as follows

1 – Description of Services

Zwelly will provide to Client the services described in Schedule A in separate written Agreement (collectively, the “Project”).

2 – Conditions

This Agreement will not take effect, and Zwelly will have no obligation to provide services for the Project until Client returns a signed copy of this Agreement and submits payment according to Section 6. of this Agreement.

3 – Term

Zwelly shall begin services for the Project on either the project start date listed in Schedule A in the Agreement or the date that Client makes a fifty (50) percent down payment as set forth in Section 6 of this Agreement or the start date in Schedule A, whichever is later . This Agreement shall continue in effect from the Project Start Date. to the project completion date as stated in Schedule A. Client acknowledges that this is a collaborative process and that Zwelly will not be in default of this Agreement if the Project extends past the Project Due Date due to delay from Client. Delay is considered 48 hours without response.

4 – Additional Changes & Editing

Any requested changes to the description of services stated in Schedule A shall constitute additional editing and may incur additional charges or fees as deemed necessary by Zwelly. All additional changes must be submitted and approved by both parties in writing.

5 – Cancellation Policy

Zwelly may cancel the Project if, after the Project Start Date, Client does not respond to communication (face-to-face, phone, or email) for a period of thirty (30) consecutive days. To cancel a Project due to lack of communication, Zwelly must provide written notice of the cancellation. Client will have ten (10) days to respond in order to resume the Project. In the event the Project is canceled by Zwelly for lack of communication, ownership of any and all materials related to the Project, including but not limited to design mock-ups, drafts, and sketches, will be retained by Zwelly. A cancellation fee for work completed shall be paid by Client, with the fee based on the stage of project completion. The fee will not exceed 110% of total project cost.

6 – Payment

Client agrees to pay Zwelly for the Project rendered under this Agreement at the rate specified in Schedule A.

Client agrees to make a fifty percent (50%) non-refundable down payment prior to commencement of the Project. Zwelly will start the Project once the down payment is received. The remaining 50% payment is due upon completion of the Project and before any original artwork for the Project is supplied to Client. Payment shall be made within thirty (30) days of Client’s receipt of final invoice. Payment shall be made by cash or check to Zwelly Co. LLC or by PayPal (by request only).

If the final invoice is not paid within 30 days of the Project being completed, a five (5) percent fee will be charged to Client. An additional 5 percent fee will be added to each recurring 30-day period until the full amount due has been received by Zwelly. Client shall pay all costs of collection, including without limitation, reasonable attorney fees. In addition to any other right or remedy provided by law, if Client fails to pay for the Project when due, Zwelly has the option to treat such failure to pay as a material breach of this Agreement, and may cancel this Agreement and/or seek legal remedies.

7 – Work Product Ownership

Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the “Work Product”) developed in whole or in part by Zwelly in connection with the Project will be the exclusive property of Zwelly. Upon request, Zwelly will execute all documents necessary to confirm or perfect the exclusive ownership of Zwelly to the Work Product.

8 – Reproduction of Product

Upon successful completion of all payment terms set forth in Section 6, Client is granted full and unlimited reproduction rights to the Project.

Zwelly retains full rights to reproduce the Project in any form for marketing, future publications, competitions or other promotional uses. Zwelly shall at no time reproduce the Project for use in commercial means or for-profit use. Client may not reproduce or otherwise use design mock-ups, concepts, drafts, sketches, or other Project –related materials created by Zwelly during work on the Project but not included into the final version of the Project. Such artwork belongs solely to Zwelly who may use it at his own discretion.

The Client shall inform Zwelly in writing prior to the Project Start Date if any material or information provided is confidential.

9 – Independent Contractor

Parties agree that Zwelly is, for all purposes, an independent contractor, and it will not, directly or indirectly, act as an agent, servant or employee of the Client, or make any commitments or incur any liabilities on behalf of the Client.

10 – Indemnification

Client agrees to indemnify and hold Zwelly harmless from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against Zwelly that result from the acts or omissions of Zwelly.

11 – Warranty

Zwelly shall provide its services and meet its obligations under this Agreement in a timely and workmanlike manner, using knowledge and recommendations for performing the Services which meet generally acceptable standards in Central Ohio and will provide a standard of care equal to, or superior to, care used by service providers similar to Zwelly on similar projects.

12 – Default

The occurrence of any of the following shall constitute a material default under this Agreement

A) The failure to a make a required payment when due.

B) The insolvency or bankruptcy of either party.

C) The failure to make available or deliver the Project in the time and manner provided for in this Agreement.

13 – Remedies

In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have thirty (30) days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.

14 – Limitation of Liability

This limitation of liability provision applies in the aggregate and not on a per claim basis, whether any damages are characterized in tort, negligence, contract, or other theory of liability, regardless of whether a party has been advised of the possibility of or could have foreseen any damages, and irrespective of any failure of essential purpose of a limited remedy. This limitation of liability provision does not limit a party’s liability for gross negligence, indemnification obligations, intentional misconduct, intentional torts and intentional violations of law. Neither party is liable to the other or any third party under this Agreement for any indirect, special, incidental, punitive, exemplary, or consequential damages arising out of or resulting from this Agreement.

15 – Force Majeure

If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party is unable to carry out its obligations and gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

16 – Arbitration

Any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in the state of Ohio or another location mutually agreeable to the parties. An award of arbitration may be confirmed in a court of competent jurisdiction. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association.

17 – Entire Agreement

This Agreement, together with the seperate agreement Schedule A covenant (Project Proposal) contains the entire agreement of the Parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the Parties.

18 – Serverability

If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

19 – Amendment

This Agreement may be modified or amended in writing only by mutual agreement between the Parties, with the writing being signed by all of the parties obligated under the amendment.

20 – Governing Law

This Agreement shall be construed in accordance with the laws of the State of Ohio.

21 – Notice

Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.

22 – Waiver of Right

The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

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