Contract    Custom Brand Design Agreement LMT Design LLC     PARTIES.   LMT DESIGN LLC ANNAMARIA TUSHAJ HELLO@LMTDESIGN.CO 586-405-0883 (hereinafter, the “Designer”)   The individual/organization/company receiving & completing this contract whom the deliverable's will be accepted and received by is considered the client.  (hereinafter, the “Client”)    Collectively, the above people or businesses entering into this Agreement will be referred to as “the Parties.” 
  DESIGN DISCLAIMER: LMT DESIGN reserves the right to decline any design request  entirely or any design requests that conflicts with religious beliefs, personal convictions, or may cause harm, offense, or promote activities deemed incompatible with our values. By engaging with our services, clients acknowledge and accept this disclaimer.   
  ENGAGEMENT AND DELIVERABLES. Client hereby agrees to engage Designer for the limited purpose of designing a Custom Brand (hereinafter the “Services” or the “Deliverables” or “Custom Brand”) according to the following schedule:     LIST OF DELIVERIES AND PRICING:    
   Accepted Methods:  Cash, Check, Zelle (hello@lmtdesign.co) or Credit Card upon approval by LMT Design   FAQs The Designer will have an initial consultation with the Client to discuss design goals and objectives for the Custom Brand or website design via phone or zoom call.  Client will provide Designer with a Pin Board on Pinterest, Google Drive Images, or text message images. Deposit needs to be paid in order for design week to be scheduled. Once contract, deposit and questionnaire is completed, client can book design week. Within 2 days of receiving any additional revisions from Designer, Client shall either accept or reject revisions. Within 3 days of client’s final revisions, Designer will deliver final Custom Brand or website. Once Designer has delivered the Custom Brand or website, and Client either gives written acceptance, or does not request further revisions, the Custom Brand is deemed accepted. You will receive your deliveries via Google Drive. Additional FIYS LMT design has up to three days to complete revisions. If unforeseen circumstances occur, this may push that time out even further. If there are multiple revisions this can extend your project to exceeding the one week time frame. If your project exceeds one week, there is no money back. You will still receive deliveries within appropriate time frame.       TERM. This Agreement is valid for the period commencing on the date of execution by the Parties for thirty days of receipt of this contract or as soon as performance of the Services is completed, whichever is earlier, unless terminated earlier pursuant to the terms and conditions of the Agreement. Any extension or renewal of the Term must be agreed to in a writing signed by the Parties.   COMPENSATION. In full consideration of Designer’s performance, his / her obligations, and the rights granted herein, Client shall pay Designer price listed above for the Custom Brand or website. A nonrefundable deposit is required before work will commence. The remaining balance is owed upon acceptance of the Custom Brand. Upon written consent by the Client, any work performed by the Designer that falls outside the scope of this Agreement will be billed at an hourly rate of $100/hour. Invoices shall be paid by the Client within 5 days of the invoice. Payment will be collected by the payment platform, Zelle, Credit Card, Cash/check. All Macomb, MI sales tax is 6%. This amount will be included on your invoice (If applicable). The Custom Brand will be launched upon final payment. Payment failure will result in termination of Designer’s Services. Designer may withhold delivery and transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer ownership of any intellectual property rights under this Agreement are conditioned on full payment, including all outstanding costs, expenses, fees, or any other charges. Unless otherwise specified herein, Designer will perform the Services at his/her own expense and use his/her own resources and equipment. Designer acknowledges that the agreed upon compensation represents Designer’s entire compensation with respect to this Agreement and Client shall have no other obligation for any other compensation to or expenses or costs incurred by Designer in connection with the performance of his/her obligations under this Agreement.   LATE FEES. If Designer does not receive payment from Client within fourteen (14) calendar days of any payment date, then Client will be charged a late fee of 1.5% of the outstanding amount per each day that Designer does not receive payment.   CHARGEBACKS. Client agrees to make every attempt to file for a refund prior to attempting a chargeback with Client’s financial institution. The Client will remain responsible for amounts due under this Agreement in the event Client disputes payment with its financial institution. In the event of a chargeback attempt, Client expressly agrees to forfeit any and all intellectual property or deliverables afforded to Client in exchange for Client’s purchase of Designer’s Services.  Designer reserves the right to present proof of purchase and this Agreement to the financial institution investigating the dispute. 
  CLIENT DELAY IN PERFORMANCE. Client is responsible for meeting the deadlines set forth in this Agreement. Any delay on the part of the Client will result in a day-for-day extension of the project’s completion date. For Client delays exceeding 5 days, Designer reserves the right to terminate the Agreement immediately upon written notice to Client, or charge a reopening fee of $250 at its discretion.   REVISIONS. Revisions are permitted as described in this Agreement. No revision shall materially change the scope of work or material agreed upon. In the event a revision requested is material, the Parties shall provide a written amendment with the new scope of work and price change. 
  DESIGNER CONFIDENTIALITY. During the course of Designer’s performance of Services for Client, Designer will receive, have access to and create documents, records and information of a confidential and proprietary nature to Client and customers of Client.  This confidential information includes but is not limited to personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, work product, client information, company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, present and future projects and products, and pricing and cost information, and other information that is not generally known to the public (“Confidential Information”). Designer acknowledges and agrees that such Confidential Information is an asset of Client or its clients, is not generally known to the trade, is of a confidential nature and, to preserve the goodwill of Client and its clients, must be kept strictly confidential and used only in the performance of Designer’s duties under this Agreement. Designer agrees that he/she will not use, disclose, communicate, copy or permit the use or disclosure of any such information to any third party in any manner whatsoever or as otherwise directed by Client in the course of Designer’s performance of Services under this Agreement, and thereafter only with the written permission of Client. Upon termination of this Agreement or upon the request of Client, Designer will return to Client all of the Confidential Information, and all copies or reproductions thereof, which are in Designer’s possession or control.   CLIENT CONFIDENTIALITY. During the course of Designer’s performance of Services for Client, Client will receive, have access to and create documents, records and information of a confidential and proprietary nature to Designer and customers of Designer. This confidential information includes but is not limited to personnel information, payroll information, profit and loss statements, budget statements and projections, balance sheets, work product, client information, company and member financial information, marketing plans and strategies, market research, client and other mailing lists, annual operating plans, strategic plans, business transactions, pending negotiations, supplier or vendor relationships, contract terms, present and future projects and products, and pricing and cost information, and other information that is not generally known to the public (“Confidential Information”). Client acknowledges and agrees that such information is an asset of Designer or its clients, is not generally known to the trade, is of a confidential nature and, to preserve the goodwill of Designer and its clients must be kept strictly confidential and used only in the performance of Designer’s duties under this Agreement. Client agrees that he/she will not use, disclose, communicate, copy or permit the use or disclosure of any such information to any third party in any manner whatsoever except to the existing employees of Client or as otherwise directed by Designer in the course of Designer’s performance of Services under this Agreement, and thereafter only with the written permission of Designer. Upon termination of this Agreement or upon the request of Designer, Client will return to Designer all of the Confidential Information, and all copies or reproductions thereof, which are in Client’s possession or control.   OWNERSHIP OF INTELLECTUAL PROPERTY. Designer assigns any ownership rights, including copyright and other intellectual property rights of the content to Client. Client grants Designer a limited license to use the final content for their own promotional use.   LICENSE.  Client grants Designer a personal, non-exclusive, non-transferable, non-sub licensable, fully revocable license, subject to the terms of this Agreement, to (i) market Client’s Deliverables solely in accordance with the terms of this Agreement; and (ii) solely in connection with such marketing, to use Client’s logos, trade names, trademarks, service marks and similar identifying material. 
  DESIGNER CREDIT. The Designer may include the statement "Designed by LMT Design on the home page of the Custom Brand in a form to be agreed. 
  STYLE RELEASE. Client warrants that it has spent a satisfactory amount of time reviewing Designer’s work and has a reasonable expectation that Designer’s Services will produce a reasonably similar outcome and result for Client. Designer will use reasonable efforts to ensure Designer’s Services are carried out in a style and manner consistent with Designer’s current portfolio and services, and Designer will try to incorporate any suggestions Client makes. However, Client understands and agrees that every client and final delivery is different, with different tastes, budgets, and needs; web design is a subjective service and Designer is a provider with a unique vision, with an ever-evolving style and technique. Designer will use its personal judgment to create favorable results for Client, which may not include strict adherence to Client’s suggestions. Dissatisfaction with Designer’s independent judgment or individual management style are not valid reasons for termination of this Agreement or request for return of any monies paid. 
  NON-DISPARAGEMENT. The Parties agree that they shall not disparage, criticize, or defame the other Party, its affiliates and their respective affiliates, directors, officers, agents, partners, stockholders or employees. Nothing in this section applies to any evidence or testimony required by any court, arbitrator or government agency. 
  BUSINESS HOURS. Designer’s business operating hours are as follows: Monday - Friday 10:00am to 5:00pm EST. All emails will be responded to within twenty-four (24) hours during Business Operating Hours. If communication is made to Designer during the weekend, it will be addressed the following business day. Phone appointments may be scheduled via email. 
  WARRANTIES AND REPRESENTATIONS. Parties represent and warrant to each other that each Party is free to enter into this Agreement and that this engagement does not violate the terms of any agreement between either Party and any third party or any federal, state, or local laws. Client warrants and represents that Client owns or has the right to use all content, including but not limited to imagery, videos, and logos, provided to Designer for use in the Deliverables. Designer expressly disclaims liability for any content violating the intellectual property rights of third parties. 
  FORCE MAJEURE. If either Party is unable to perform any of its obligations, with the exception of payment, by reason of fire or other casualty, strike, act or order of public authority, global pandemic, administrative order by governmental authority, act of God, or other cause beyond the control of such Party (hereinafter, a “Force Majeure Event”), then such Party shall be excused from such performance during the pendency of such cause. COVID-19 and any related governmental orders or shutdowns are known phenomena and not Force Majeure events. The Party suffering a Force Majeure Event shall give written notice within five (5) days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue and shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. 
  INDEPENDENT CONTRACTOR. Designer is retained as an independent contractor, and is not an employee or agent of Client. Client acknowledges and agrees that (i) Designer is solely responsible for the manner and form by which Designer performs under this Agreement; and (ii) Designer is a self-employed individual who performs services similar to the services outlined in this Agreement for various entities and individuals other than Client. Designer is responsible for the withholding and payment of all taxes and other assessments arising out of Designer’s performance of Services, and neither Designer nor any of Designer’s employees or independent clients shall be entitled to participate in any employee benefit plans of Client. This Agreement does not create any association, partnership, joint venture, employee or agency relationship between Designer and Client. Neither Party has any authority to act for, or on behalf of, the other Party or to bind the other Party to any obligations or liability. Neither Party will make any agreements or representations on the other Party’s behalf. Client will not control the manner or means by which Designer performs the Services, including to the time and place Designer provides Services. 
  ASSIGNMENT. This Agreement is personal to each of the Parties. No rights or obligations may be assigned or delegated by either Party at any time, unless such assignment is in writing and signed by both Parties.   TERMINATION. Either Party may terminate this Agreement with or without cause upon five (5) days written notice from the breaching Party. In the event Client terminates this Agreement, Designer shall be entitled to the total price of the Custom Brand under this Agreement. In the event that content was created (but not published) by the Designer prior to cancellation, Designer will own the draft content. 
  WAIVER. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no waiver by either Party of any breach of, or of compliance with, any condition or provision of this Agreement by the other Party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.
  SEVERABILITY. If any portion of this Agreement is deemed to be illegal or unenforceable, the remaining provisions of this Agreement remain in full force.   MERGER AND FINAL AGREEMENT. This Agreement constitutes the final, exclusive agreement between the Parties. All earlier and contemporaneous agreements, negotiations, understandings, representations, and warranties between the Parties on the matters contained in this Agreement are expressly merged into and superseded by this Agreement. AMENDMENT. The Parties may amend this Agreement only by the Parties’ written consent pursuant to the notice provided in this Agreement. 
  NOTICE. All notices, claims, and demands made under this Agreement must be in writing and addressed to the other Party at the email address set forth above. A notice by a Party is effective only if the Party giving the Notice has complied with the requirements of this Section.   INDEMNIFICATION. Client hereby agrees to indemnify, defend and hold harmless the Designer, its affiliates, employees and agents from and against any and all third-party suits, claims, demands, causes of action, liabilities, damages, judgments, losses, costs and expenses, including reasonable legal expenses and attorney’s fees, to the extent such losses result from any breach of the Agreement or applicable law by Client or breach of contractual or fiduciary obligation owed by it to a third party. DISCLAIMER OF LIABILITY. Designer makes no guarantees, representations or warranties of any kind or nature, express or implied, including without limitation, those of non-infringement, merchantability, title, fitness for a particular purpose, and warranties arising from course of dealing or course of performance with respect to its performance of the Services. Designer disclaims all liability in connection with this Agreement for any loss of revenue; loss of actual or anticipated profits; loss of contracts; loss of business; loss of opportunity; loss of goodwill; loss of reputation; loss of, damage to or corruption of data; or any indirect or consequential loss, whether such loss or damage was foreseeable or in the contemplation of the Parties.  Client’s use of Designer’s Services is at Client’s own risk. LIMITATION OF DAMAGES. Notwithstanding any damages that Client may incur, Designer’s entire liability under this Agreement, and Client’s exclusive remedy, will be limited to the amount actually paid by or on Client’s behalf to Designer under this Agreement for all Services rendered through and including the termination date. Neither Party shall, under any circumstances, be liable to the other Party for consequential, incidental, indirect or special damages, including but not limited to loss of actual or anticipated profits or income, punitive damages, loss of revenue; loss of contracts; loss of business; loss of opportunity; loss of goodwill; loss of reputation; loss of, damage to or corruption of data; or any indirect or consequential loss, whether such loss or damage was foreseeable or in the contemplation of the Parties. SURVIVAL. The termination of this Agreement shall not affect any accrued rights or liabilities of the Parties or affect the coming into force or the continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after termination. GOVERNING LAW.  This Agreement shall be governed by and construed in accordance with the laws of the State of MICHIGAN without giving effect to any choice or conflict of law provision or rule. MEDIATION. In the event a dispute shall arise between the Parties that is related to or arises out of this Agreement, the Parties agree to attempt to resolve the dispute through mediation. The mediation will take place in Macomb County, MI or remotely via Zoom. For a mediation, the Parties will agree to use commercially reasonable efforts to begin the mediation within 15 business days of the selection of the mediator and to conclude the mediation with 30 days of the start of the mediation. The costs of the mediation will be equally split between the Parties. If the Parties fail to agree at the completion of the mediation, either Party may commence legal proceedings to resolve the dispute. JURISDICTION AND VENUE. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, not settled pursuant to Mediation shall be instituted in the state or federal courts of Macomb, MIand each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.