BLUE BEAK BRANDING TERMS OF SERVICE AGREEMENT

This Terms of Service Agreement (the “Agreement”) is entered into by Blue Beak Branding, LLC (the “Service Provider”), and you, as or representative of the customer (“Customer”). Headings herein are used for reference only, and in no event shall such headings be used for or affect the interpretation of the provisions hereof. Throughout this Agreement, the terms we, us, our, Blue Beak™ , and Blue Beak Branding™ refer to the Service Provider Blue Beak Branding, LLC and other Third Party Contractors. All Parties acknowledge and agree that Blue Beak Branding™ is an Independent of and not an employee of or in partnership with Customer Company.

1. DEFINITIONS

As used herein and throughout this Agreement:
1.1 Agreement means the entire content of this Basic Terms and Conditions document, the Proposal document(s), together with any other Supplements designated below, together with any exhibits, schedules or attachments hereto.
1.2 User means, customer, client, directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers, licensors, or any other parties partnering and involved with the Customer throughout the entire timespan of any business with Blue Beak Branding™
1.3 Content means all materials, information, photography, writings and other creative content provided by Blue Beak™ Branding and Marketing™ for use in the preparation of and/or incorporation in the Deliverables.
1.4 Provider(s) means any directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors of Blue Beak Branding™
1.5 Copyrights means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under U.S. Copyright Law.
1.6 Deliverable(s) means the service(s) work, product(s), specified in the Proposal, Quote, Statement of Work, and/or Purchase Order, to be delivered by Provider(s) to User.

2. SERVICE(S) PROVIDED

Blue Beak Branding™ provides Brand Consulting, Brand Design Production, Brand Video Production, and Brand education services. The Service Provider shall provide such services to the Customer in accordance with the terms and conditions of this Agreement.

3. PARTNERSHIPS AND EXCLUSIVE CONTRACTS

Blue Beak Branding™ does not enter into partnership or exclusive contracts. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Service Providers and Users are free to engage others to perform services of the same or similar nature to those provided. We reserve the right to solicit other clients, and otherwise advertise the services offered by Provider(s) to customers with similar interests.

4. OWNERSHIP ACCREDITATION PROMOTIONS & USE OF WORK

4.1 All work Content and/or Deliverables created and delivered under agreement by Blue Beak Branding™ is owned by the Customer once paid in full. That ownership is returned to Blue Beak Branding™ if payment is returned or canceled. Blue Beak Branding™ reserves the right to use any and all work in portfolio and case study.

4.2 All displays and/or publications shall bear accreditation and/or copyright notice in Provider(s) name alongside

4.3 All parties retain the right to reproduce, publish and display the Deliverables in portfolios, websites, and galleries, design periodicals and other media or exhibits for the purposes of recognition, of creative excellence, or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.

4.4 Exceptions of Ownership Transfer exist within some custom coding, licensing, that are the property of 3rd party creators and are non transferable. Examples include web software, apps, fonts, music, stock imagery, etc where applicable to unique projects.

5. CONFIDENTIALITY PRIVACY & NON DISCLOSURE

5.1 Regardless of whether this Agreement is terminated or not, each Party shall keep strictly confidential all the business secrets, proprietary information, customer information and all other information of a confidential nature about the other Party known by it during the execution and performance of this Agreement (collectively, the “Confidential Information”). Unless a prior written consent is obtained from the Party disclosing the Confidential Information (the “Disclosing Party”) or unless it is required to be disclosed to third parties according to the stipulation of relevant laws and regulations or the requirement of the place where its affiliate is listed on a stock exchange, the Party receiving the Confidential Information (the “Receiving Party”) shall not disclose to any third party any Confidential Information.

5.2 The Receiving Party shall not use any Confidential Information other than for the purpose of performing this Agreement.

5.3 When you work with Blue Beak Branding™ and/or use our site, as part of the buying and selling process, we collect the personal information you give us such as your name, address and email address. We also automatically receive your computer’s Internet Protocol (IP) address in order to provide us with information that helps us learn about your browser and operating system. Email marketing: With your permission, we may send you emails about our store, new products and other updates.

5.4 When you provide us with personal information to complete a transaction, verify your credit card, place an order, arrange for a delivery or return a purchase, we imply that you consent to our collecting it and using it for that specific reason only. If we ask for your personal information for a secondary reason, like marketing, we will either ask you directly for your expressed consent, or provide you with an opportunity to say no. How do I withdraw my consent? If after you opt-in, you change your mind, you may withdraw your consent for us to contact you, for the continued collection, use or disclosure of your information, at anytime, by contacting us

5.5 We may disclose your personal information if we are required by law to do so or if you violate our Terms of Service.

5.6 To protect your personal information, we take reasonable precautions and follow industry best practices to make sure it is not inappropriately lost, misused, accessed, disclosed, altered or destroyed. If you provide us with your credit card information, the information is encrypted using secure socket layer technology (SSL) and stored with AES-256 encryption. Although no method of transmission over the Internet or electronic storage is 100% secure, we follow all PCI-DSS requirements and implement additional generally accepted industry standards.

6. FEES CHARGES PAYMENT TERMS & REFUNDS

6.1 One time Fees of $3,000 or less must be paid in full in advance before work begins. If the fee is more than $3,000, payments can be made in deposits, but the project won’t start until 50% of the total bill is paid. The final balance is due 30 days afterwards unless otherwise determined by a payment schedule specified in the Proposal, Quote, Statement of Work, and/or Purchase Order. Or final balance is due to acquire deliverables whichever comes first 30 days, agreed date, or completion.

6.2 Retainers & Subscriptions shall be paid in full in advance be it monthly or annually for active service. Annual plans may include discounts, discounts may be limited, end or change with notice. Monthly Retainer and/or Subscription payments must be paid within seven days of receiving an invoice, or it’s considered late. If two bills are posted with no payment, services can be interrupted and/or ended. Monthly subscribers pay for all 12 months in a year.

6.3 Late payments can effectively interrupt your support, lead to withheld deliverables or deletion of web and/or native applications. If a monthly payment is late Payments must be made within seven days after receiving the invoice by email, and if the payment is 30 days past due, it will lead to service interruption or cancellation. Yearly subscribers pay for nine months upfront, and three months are free. The final balance is due 30 days afterwards unless otherwise determined by a payment schedule specified in the Proposal, Quote, Statement of Work, and/or Purchase Order.

6.4 Price Changes may occur and Blue Beak reserves the right to change prices with prior notice to Subscribers. Some Legacy and founding accounts are subject to grandfathered fees. Service Interruption or changes in subscription may end Grandfathered eligibility. For new customers no notice is required.

6.5 All customers are eligible for a Refund during the mandatory law governed three (3) day Opt Out period. Deposits are NON-Refundable after the three (3) days

6.6 Effective Jan 01, 2023 over 30 new service categories are now subject to a 6% sales tax, by Kentucky State law.

The changes come after House Bill 8 passed in 2022. Here are The Blue Beak Services taxable unless exempt.

  1. Photography and Photo Finishing
  2. Marketing
  3. Website design and development
  4. Website hosting
  5. Social event planning and coordination
  6. Interior decorating and design
  7. Specialized design (fashion)
  8. Pre-written computer software access services

7. SUSPENSION CANCELLATION & TERMINATION

7.1 Both Blue Beak Branding™ and the Customer have the right to cancel projects and/or services at any time without refund or completion. Intellectual property and time rendered cannot be returned. Refunds are only given within three days of signing up.

7.2 Any party may terminate this Agreement at any time, for any reason, with or without cause. Upon termination, Blue Beak Branding will provide the Customer with any completed work for which payment has been made.

7.3 Blue Beak Branding™ reserves the right to suspend any project if the User interferes with excessive micromanaging, demonstrates a continued lack of trust and inability to move forward after showing more than a reasonable number of unique ideas/concepts and/or shows reluctance in paying the final payment. Fair notice will be given with a fair chance to remedy the situation without resorting to project suspension or termination. Any suspension, Cancellation or termination will not result in any refunds if done outside the 3 day opt out period.

8. SEPARATION OF RESPONSIBILITIES LIABILITIES & DEADLINES

8.1 All projects have three milestones: preliminary, production, and handover and/or deployment. Due to the complex nature of the work and uncertainty of unforeseen complications, deadlines can be uncertain and no hard deadlines are specified during phase one or two, only approximate estimations. Deadlines are more certain during the Deployment and/or Handover period.

8.2 Blue Beak Branding™ may use third-party agencies, service providers, and contractors to complete production workload in a timely manner. The liability of mistakes and bloopers by these other parties are not a liability of nor a reflection of Blue Beak Branding™.

8.3 Customers cannot Scope Creep or micromanage projects; they must trust Blue Beak Branding™ to get the job done correctly, even if it takes longer than expected. This, of course, within reason. If Blue Beak Branding screws up, we will take responsibility and make things right.

8.4 Customers must be reasonably considerate of other customers’ projects. Customers cannot cut the line, bribe or dictate production or office hours. Customers are prioritized by readiness and Blue Beak Branding™ works under Its own guidelines and scheduling.

8.5 It is acknowledged that there may arise situations where the Customer requires minor modifications that do not necessitate an extensive advance notice, and it is expected that the Service Provider will promptly carry out such tasks within Seventy-two (72) hours of the request.

8.6 For significant content updates, the User is required to provide Blue Beak Branding™ with a notice period of ten (10) days, excluding federal holidays, to complete the updates.

8.7 Blue Beak Web Plus™ Routine software maintenance and website security shall be regularly attended to and updated as necessary. In the event of a website security threat, immediate updates shall be implemented.

9. INDEPENDENT CONTRACTOR, POACHING, AND SOLICITATION

9.1 Provider(s) may and can be an independent contractor, not an employee of Blue Beak Branding™ or the [the principal] or any company affiliated with Blue Beak™ or [the principal] Provider(s) shall provide the Services under the general direction of Blue Beak Branding™ and/or, but Provider(s) shall determine, in Provider’s sole discretion, the manner and means by which the Services are accomplished.

9.2 This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement.

9.3 Provider(s) and the work, product or Deliverables prepared by Provider(s) shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.

9.4 During the term of this Agreement, and for a period of six (24) months after expiration or termination of this Agreement, User agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind of basis, any Provider(s), Agent(s), or Contractor(s) of Blue Beak Branding™, whether or not said person has been assigned to perform tasks under this Agreement.

9.5 In the event such employment, consultation or work-for-hire event occurs, User agrees that Blue Beak Branding™ shall be entitled to an agency commission to be the greater of, either (a) 25 percent of said person’s starting salary with, or (b) 25 percent of fees paid to said person if engaged by as an independent contractor.

9.6 In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date. In the event of (b) above, payment will be due at the end of any month during which the independent contractor performed services for .

9.7 Blue Beak Branding™, in the event of nonpayment and in connection with this section, shall be entitled to seek all remedies under law and equity.

9.8 Provider(s) also agrees to the Solicitation terms above in section 9.1 – 9.8

10. FORCE MAJEURE

10.1 In the event that the Contractor is unable to fulfill their obligations under this Agreement due to unforeseen circumstances beyond their control, such as acts of God, fire, flood, government restrictions, or other force majeure events, the Contractor shall be excused from such obligations.

10.2 In some cases this refers to software glitches, conflicts with distributors. Although these may not fully relieve Blue Beak Branding™ of their duties, Customers must reasonably consider it may take ample amount of time to remedy some situations.

11. LEGALITIES & APPLICABLE LAWS

11.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. This Agreement may not be amended except in writing signed by both parties. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky. Customers must adhere to all applicable Kentucky State laws and United States Federal law pertaining to receiving professional services.

11.2 In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

11.3 Blue Beak Branding™ in no way accepts responsibility for infringement claims filed against Deliverables.

11.4 Blue Beak Branding™ offers our website, including all information, tools and services available from our site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here. By visiting our site and/ or purchasing something from us, you engage in our Service and agree to be bound by the following terms and conditions (Terms of Service, Terms), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

11.5 We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website.

11.6 We reserve the right to refuse service to anyone for any reason at any time. You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.

11.7 By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site. You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws). You must not transmit any worms or viruses or any code of a destructive nature. A breach or violation of any of the Terms will result in an immediate termination of your Services.

12. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

12.1 We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free. We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable. You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you. You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided ‘as is’ and ‘as available’ for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

12.2 In no case shall Blue Beak Branding™, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

By signing below and/or making payment, Customer Acknowledges and Agrees to the terms and conditions of this Agreement.

the end user or representative of a corporation) herein and throughout this Agreement, understand and Agree this is a legally binding contract binding all parties to the terms specified herein and any other Supplements designated above, together with any exhibits, schedules or attachments hereto. This Agreement shall commence upon payment, with or without signature, and will continue during the full life cycle of service until one of the following occur: Completion and approval of Deliverables, or termination due to withdrawal or breach of agreed terms by either party, which may consequently provoke fees and legal action by involved parties.

Methodology

The male Australian stiff-tailed duck has a bill that turns bright BLUE to attract the perfect mate