Last Modified: October 16, 2024
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This Design Services Agreement (the “Agreement”) is by and between LogicLab LLC, an Idaho limited liability company (“Designer”), and the customer (“Client”) that signs up for design services on Designer’s domain, subdomain, or affiliated domains/subdomains (collectively, the “Website”).
WHEREAS, Client wishes to procure from Designer the digital, print, website or other design services described on the Website, and Designer wishes to provide such services to Client, each on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
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1. Engagement of Designer
Client hereby engages Designer, and Designer accepts such engagement, to provide the design services (the “Services”), and the documents, work product, and other materials created in connection with providing the Services (the “Deliverables”), as described more fully on the Website based on the “Design Services” (or other similar nomenclature) membership subscription chosen by Client.

‍2. Provision of Services and Deliverables
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2.1 Scope of Services‍
Depending on the subscription or scope-based agreement chosen by Client, the Services may include a maximum number or frequency of website page design requests that Client may submit, and designs that Designer will provide, in a given month, or the ability to utilize certain features without additional cost, such as stock photos. The design Services typically offered and performed by Designer typically culminate in the production of certain Deliverables to Client, such as a UX consultation, UX flows, site-mappings, website landing page or an overall website, branding, logos, brand books, digital product design, user interface systems, digital art or graphics, icons, social media marketing, business stationary, or slide deck presentation materials.

‍2.2 Project Management
‍Each party shall, throughout the Term, maintain within its organization a project manager to serve as such party’s primary point of contact for day-to-day communications, consultation, and decision-making regarding the Services being provided. Each project manager is responsible for providing all day-to-day consents and approvals. Each party shall ensure its project manager has the requisite organizational authority, and necessary skill, experience, and qualifications, to perform in such capacity.
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2.3 Management Tools
‍Client shall use the third-party project management tools designated by Designer in connection with Designer’s provision of the Services and operating of its business (each, a Third-Party Provider, as defined below). For example, Designer currently uses scheduling, communication, and payment tools, services, and applications, such as Calendly for scheduling and/or meetings, Trello for certain communications and design requests, Stripe for payment processing, and Google for preserving client information. Designer currently uses Webflow and Figma for website design, development, and staging. Designer makes no representation, warranty, covenant, or guarantee, and Client acknowledges and assumes all risks, with respect to the use of such third-party tools and Third-Party Providers, including, but not limited to, risks relating to data security, hackers, viruses, privacy, or the retention of historical data or backups.
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2.4 Mechanics of Requests
‍Client shall make all requests for Service through Trello, or any other request or intake procedure determined to be utilized by Designer from time to time. All requests for Service must be reasonable based on industry standard practices, procedures, and timelines. In the event a request for Service is reasonably determined by Designer to be too complex or time consuming (typically those requests that will take more than 48 hours to complete), Designer reserves the right to separate the request for Service into multiple requests. By way of example, a request for Services to design and create a 10-page website would not be considered a single request for Services but rather 10 individual requests (or more, depending on the complexity of the request).

‍2.5 Timelines
‍Client shall use commercially reasonable efforts to provide the Deliverables on a timely basis based upon the type and nature of the Services being performed and the membership subscription or scope-based agreement chosen by Client.
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2.6 Subcontractors
‍Designer may engage subcontractors that are not employees of Designer to perform Services or provide Deliverables under this Agreement. Client’s engagement of any such subcontractors (each, a “Subcontractor”) shall not relieve Designer of its obligations under the Agreement, and Designer shall be responsible for all fees and expenses payable to its Subcontractors.
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2.7 Third-Party Materials
‍Client may request that Designer include in the Deliverables certain materials (e.g., photos, videos, fonts, plugins, applications, software, assets, etc.) in which another person owns intellectual property rights to (“Third-Party Materials”).Client shall secure, at its sole cost and expense, all necessary rights, licenses, consents, and approvals necessary for Client and Designer to use all Third-Party Materials, as incorporated into or otherwise used in conjunction with the Deliverables, perpetually and throughout the world. Any use of the Third-Party Materials will be governed by, and subject to, the terms and conditions of their applicable licenses or applicable law. For the avoidance of doubt, Client is obligated to secure all rights related to the usage of any copyrighted text, images, or video in the Deliverables (except as to any text, images, or video provided by Designer).
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2.8 Third-Party Service Providers
‍Client acknowledges and agrees that the Services related to the creation or design of websites (or other Deliverables) may incorporate the services of, and be subject to the terms and conditions provided by, a third-party service provider, such as Webflow (“Third-Party Providers”). Client is responsible for creating, maintaining, and paying for its own accounts with such Third-Party Providers.
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2.9 Open Source Components
‍Designer may include in the Deliverables any software components that are subject to any open source copyright license agreement (“Open Source Components”). Any use of the Open Source Components will be governed by, and subject to, the terms and conditions of their applicable licenses.
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2.10 No Exclusivity
‍Designer retains the right to perform the same or similar type of services for third parties, even if in Client's industry, before, during, or after the Term of this Agreement.
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2.11 Designer Attribution
‍Unless the parties agree otherwise, Client expressly permits Designer to display or showcase the Deliverables on Designer’s websites, social media, or other channels, for the purpose of marketing and advertising Designer’s capabilities and the services it provides; provided, however, that, unless Client agrees otherwise, Designer shall take commercially reasonable efforts to remove the identifying information, marks, or logos of Client on such displays of the Deliverables.
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2.12 Certain Limitations
‍Client acknowledges that Designer is capable of providing many, but not necessarily all, services necessary to create Deliverables desired by Client. To the extent Designer is incapable of providing a particular service necessary to create a Deliverable (e.g., the creation of a custom Javascript application, 3D modeling, complex animations, etc.), or if a Deliverable requires utilization of a Third-Party Provider (e.g., a paid plug-in, custom hosting outside of Weblow, a content management system, an e-commerce store, etc.), Client and Designer shall cooperate to determine a plan to achieve Client’s goals with respect to the Deliverable, but Client is ultimately responsible to pay for and secure such items, services, or materials from such applicable third-parties.
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2.13 Privacy Policy
‍The use and collection of personal or identifying information provided to Designer by Client, or otherwise collected by Designer in providing the Services, is subject to the terms and conditions of Designer’s Website Privacy Policy, as amended from time to time; provided, however, that if  Designer and Client have entered into a non-disclosure/confidentiality agreement governing the use and/or collection of such personal or identifying information, then such agreement supersedes Designer’s Website Privacy Policy.

3. Client Cooperation
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3.1 Client Resources and Cooperation.In order for Designer to reasonably provide the Services and Deliverables, Client shall promptly provide its desired textual, audio, visual, and audiovisual content, including photographic images, videos, music, text, interface layouts and designs, and all other information in any form or media (collectively, the “Client Materials”). Client shall participate in, and make its personnel readily available for, meetings to discuss the Services and Deliverables, and promptly respond to Designer’s requests for information, approvals, or decisions.
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3.2 Effect of Client Delays
‍Client acknowledges that time is of the essence with respect to Client’s obligations hereunder. If Client fails to perform any of its obligations on timely basis, all subsequent due dates for Deliverables milestones may be reasonably extended by Designer and may be deemed a breach of this Agreement.
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3.3 Reviewing and Testing
‍Client shall, promptly upon receipt, review and perform tests on each Deliverable (e.g., reviewing and testing the functionality and design of a website) to ensure it is satisfactory to Client.
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4 Compensation
‍In consideration of the Services and Deliverables provided and rights granted by Designer under this Agreement, Client shall pay Designer the fees (“Fees”) as set forth on the Website based upon the membership subscription chosen by Client. Client shall pay the Fees in advance of any provision of Services and Designer shall not be obligated to provide, or to continue to provide, any Services or Deliverables unless and until all outstanding Fees have been paid in full.
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5. Intellectual Property Rights; Ownership
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5.1 Client Materials
‍Client and its licensors are, and will remain, the sole and exclusive owners of all right, title, and interest in and to the Client Materials, including all intellectual property rights therein. Designer has no right or license to use any Client Materials except solely during the Term of the Agreement to the extent necessary to provide the Services to Client. All other rights in and to the Client Materials are expressly reserved by Client and its licensors.
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5.2 Deliverables
‍Designer is, and will remain, the sole and exclusive owner of all right, title, and interest in and to the Deliverables, including all intellectual property rights therein, unless and until Client has paid in full the Fees applicable to the Term utilized to create a particular Deliverable, at which point ownership and all right, title, and interest in and to the Deliverable will transfer to Client. Designer’s obligation to provide a Deliverable is expressly contingent upon Client’s payment of the applicable Fees. In the event Client terminates this Agreement prior to completion of a Deliverable, but has paid all Fees applicable to the Term utilized to create the Deliverable, Designer shall provide the incomplete Deliverable to Client in its existing incomplete state. In the event Client terminates this Agreement prior to completion of a Deliverable, but has not paid all Fees applicable to the Term utilized to create the Deliverable, Designer has no obligation to provide the incomplete Deliverable to Client in its existing incomplete state, and ownership and all right, title, and interest in and to the Deliverable remains with Designer. By way of example, Designer will transfer.
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6. Term and Termination
‍The term of this Agreement commences as of the date Client selects and pays for a membership subscription on the Website and will continue in effect for the term applicable to such subscription (typically monthly subscription periods) and automatically renew thereafter for the same term until either party terminates the subscription (the “Term”). The minimum Term of this Agreement is one month, and any Fees paid during such Term are non-refundable. After the first month, either party may terminate the subscription (and this Agreement) at any time without cause, and any such termination will be effective as of the end of business hours on the last date of the then-existing Term. This Agreement will automatically and immediately terminate upon any failure by Client to pay in full any outstanding Fees when due. If Designer determines to change the Services provided or Fees charged for Client’s chosen subscription, then Designer shall provide reasonable notice to Client of such changes and Client may terminate this Agreement prior to the imposition of such changes.
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7. Suspension of Services
‍Designer may, but is not required to, allow Client to suspend the provision of Services and the applicable Fees without terminating this Agreement. In the event of a permitted suspension of Services, Client acknowledges and agrees that Designer will maintain certain historical records relating to the Services with Third-Party Providers but, depending on the duration of the suspension, it is possible that such records may be destroyed by Third-Party Providers. By way of example, Designer generally preserves historical records of requests for Service and design histories and data during short suspension periods but may not, and has no obligation to, preserve such information and data indefinitely.
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8. Representations and Warranties
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8.1 Non-Infringement and Compliance
‍Client represents and warrants that all Client Materials, and Designer represents and warrants that all Deliverables (except to the extent of the incorporated Client Materials): (i) will not infringe, misappropriate, or otherwise violate any intellectual property rights or other rights of any third party; and (ii) will comply with all applicable laws.
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8.2 DISCLAIMER OF OTHER WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THIS AGREEMENT.

9. Indemnification
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9.1 Mutual Indemnification
‍Each party shall defend, indemnify, and hold harmless the other party, and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Party”), from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including professional fees and reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses”), that are incurred by the Indemnified Party arising out of or resulting from any third-party claim or direct claim alleging:
(a) breach by the party or its personnel of any representation, warranty, covenant, or other obligations set forth in this Agreement; (b) negligence or more culpable act or omission of the party or its personnel (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement; and (c) that any intellectual property receipt or use thereof in accordance with the terms of this Agreement infringes any intellectual property of a third party.
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9.2 Indemnification Relating to Client’s Clients
‍For the avoidance of doubt, Client’s obligation to defend, indemnify, and hold harmless Designer, as set forth above, includes third-party claims or direct claims brought as a result of Client’s own clients’ acts, such as those related to the utilization of infringing materials in Deliverables that were originally provided by Client’s own clients to Client, then provided by Client to Designer and thereafter incorporated into the Deliverables.
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10. Limitations of Liability
‍IN NO EVENT WILL DESIGNER BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
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11. Force Majeure
‍Neither party will be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by any acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes, or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns, or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition, or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation facilities (each of the foregoing, a “Force Majeure Event”), in each case, provided that (i) such event is outside the reasonable control of the affected party; (ii) the affected party provides prompt notice to the other party, stating the period of time the occurrence is expected to continue; and (iii) the affected party uses diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
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12. Miscellaneous
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12.1 Further Assurances
‍Upon a party’s reasonable request, the other party shall, at the requesting party’s sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, necessary to give full effect to this Agreement.
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12.2 Relationship of the Parties
‍The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
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12.3 Governing Law; Submission to Jurisdiction
‍This Agreement is governed by and construed in accordance with the internal Laws of the State of Idaho without giving effect to any choice or conflict of law provision or rule that would require or permit the application of Laws of any jurisdiction other than those of the State of Idaho. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Idaho in each case located in the city of Boise and County of Ada, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
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12.4 Attorneys’ Fees
‍In the event that any action, suit, or other legal or administrative proceeding is instituted or commenced by either party hereto against the other party arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party.