• Terms

    RATE:

    100% pro-bono ($450 market rate estimate goes here)

    PAYMENT SCHEDULE:

    N/A (100% Pro-Bono)

    PROJECT SCOPE:

    For realtors: If within reasonable distance, at our discretion, we will travel to your real estate property at a designated time to perform professional handheld and drone photography and/or videography for your business.

    PROJECT DELIVERABLES:

    Eyenamic Designs, LLC will deliver the following to the Client (the “Deliverables”): 10 Edited Photos 0:30 - 1:00 Edited Video including Drone Videography (if applicable)

    PROJECT TIMELINE:

    Within 5 - 10 Days This timeline is only an estimate.Eyenamic Designs, LLC will undertake all commercially reasonable efforts to perform its services within the timeframe(s) identified in this proposal. Client acknowledges and agrees that Eyenamic Designs, LLC’s ability to meet any and all schedules will be entirely dependent upon Client meeting its obligations to provide materials, approvals, and/or instructions to Eyenamic Designs, LLC in a timely manner as contemplated under this agreement. Any delays in Client’s performance or changes in the services or Deliverables that the Client requests may delay Eyenamic Designs, LLC’s delivery of the Deliverables. Any such delay caused by the Client will not constitute a breach byEyenamic Designs, LLC of any term, condition, or obligation under this agreement.

    01. PAYMENT LOGISTICS

    N/A

    02. CHANGES TO PROJECT SCOPE/OVERAGES

    Any changes to the project which require Eyenamic Designs, LLC to (i) perform additional work exceeding the scope contemplated under this agreement, and/or (ii) incur additional charges or fees to third parties, must first be agreed to in writing by both Eyenamic Designs, LLC and Client (which is understood to include email communications) and applicable to charges and/or fees..

    03. COMPLETION/DELIVERY OF PROJECT

    Any shipping or insurance costs will be assumed by the Client. Any alteration or deviation from the above specifications involving extra costs will be executed only upon approval with the Client. Any delay in the completion of the project due to actions or negligence of client, unusual transportation delays, unforeseen illness, or external forces beyond the control of the designer, shall entitle the designer to extend the completion/delivery date by the time equivalent to the period of such delay.

    04. REPRODUCTION OF WORK

    Upon completion of the work, and expressly subject to full payment of all fees, costs and expenses due,Eyenamic Designs, LLC hereby assigns to the Client Creative Commons (CC) license, in and to the final work with attribution to Eyenamic Designs, LLC.Eyenamic Designs, LLC agrees to reasonably cooperate with Client and shall execute any additional documents reasonably necessary to evidence such assignment.

    05. REPRESENTATIONS AND WARRANTIES

    By the Client. Client represents and warrants to Eyenamic Designs, LLC that (i)Eyenamic Designs, LLC owns all right, title, and interest in, or otherwise has full right and authority to use, all materials, information, photography, writings and other creative content that it provides for use in the preparation of and/or incorporation into the Deliverables (the “Client Content”), (ii) to the best of Eyenamic Designs, LLC knowledge, none of the Client Content infringes upon the rights of any third party, and use of the Client Content, as well as any trademarks in connection with this project, does not and will not violate the rights of any third parties, and (iii)Eyenamic Designs, LLC will comply with the terms and conditions of any licensing agreements which govern the use of any third party materials utilized in this project. By Eyenamic Designs, LLC. Eyenamic Designs, LLC represents and warrants to the Client that (i) it will provide the services identified in this agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services, (ii) except for third party materials and Client Content, the final Deliverables will be the original work of Eyenamic Designs, LLC and/or its independent contractors or volunteers, (iii) any independent contractor whose work is commissioned and incorporated into the Deliverables for this project has granted Eyenamic Designs, LLC all the necessary rights, titles, and interest in such work, and (iv) to the best of Eyenamic Designs, LLC’s knowledge, the work provided by it and its subcontractors does not infringe the rights of any party, and the use of such work in connection with this project will not violate the rights of any third parties. In the event Client or third parties modify or otherwise use the Deliverables outside of the scope of, or for any purpose not identified in, the proposal or this agreement, or contrary to the terms and conditions contained herein, all representations and warranties of Eyenamic Designs, LLC will be void.

    06. LIMITATION OF WARRANTY

    EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT,Eyenamic Designs, LLC MAKES NO WARRANTIES WHATSOEVER.Eyenamic Designs, LLC EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR GOVERNMENT RULES OR REGULATIONS APPLICABLE TO THE PROJECT.

    07. INDEMNIFICATION

    By Client. Client agrees to indemnify, save and hold harmlessEyenamic Designs, LLC from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances (a) Eyenamic Designs, LLC shall promptly notify Client in writing of any claim or suit; (b) Client has sole control of the defense and all related settlement negotiations; and (c) Eyenamic Designs, LLC provides Client with costs, losses or expenses arising out of any finding of fact which is inconsistent with Eyenamic Designs, LLC’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of Client, provided that (a) Client promptly notifies Eyenamic Designs, LLC in writing of the claim; (b) Eyenamic Designs, LLC shall have sole control of the defense and all related settlement negotiations; and (c) Client shall provide Eyenamic Designs, LLC with the assistance, information and authority necessary to perform Eyenamic Designs, LLC’s obligations under this section. Notwithstanding the foregoing, Eyenamic Designs, LLC shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by Eyenamic Designs, LLC.

    08. LIMITATION OF LIABILITY

    THE SERVICES AND THE WORK PRODUCT OF Eyenamic Designs, LLC ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF Eyenamic Designs, LLC, ITS PARTNERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“DESIGNER PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF Eyenamic Designs, LLC. IN NO EVENT SHALL Eyenamic Designs, LLC BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY Eyenamic Designs, LLC, EVEN IF Eyenamic Designs, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

    09. TERM AND TERMINATION

    This Agreement will commence upon the last date of signature below. The Agreement will then remain effective until either the services under this Agreement are completed and delivered, or the project is terminated by either party as set forth below. This Agreement may be terminated at any time by either party: (i) effective immediately upon notice, or by the mutual agreement of the parties, or (ii) if any party becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors, or (iii) if any party breaches any of its material responsibilities or obligations under this Agreement, which is not remedied within ten (10) days from receipt of written notice by the other party of such breach.

    10. REJECTION

    N/A

    11. FORCE MAJEURE

    Eyenamic Designs, LLC will not be deemed to be in breach of this Agreement if it is unable to complete its services, or any portion thereof, by reason of fire, earthquake, labor dispute, act of God or public enemy, death, illness or incapacity of a Eyenamic Designs, LLC team member, or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Eyenamic Designs, LLC’s control (collectively a “Force Majeure Event”). Upon occurrence of a Force Majeure Event, Eyenamic Designs, LLC will give notice to client of its inability to perform or of delay in completing the services under this Agreement, and will propose revisions to the schedule or accommodations to be made to allow for completion of the project.

    12. NO ASSIGNMENT

    Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party.

    13. GOVERNING LAW AND DISPUTE RESOLUTION

    The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and the state of California, without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the American Arbitration Association, or other forum mutually agreed to by the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. In all other circumstances, the parties specifically consent to the local, state and federal courts located in the state of California. The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail.

    14. SEVERABILITY

    Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision is held invalid or unenforceable, the remainder of this Agreement will nevertheless remain in full force and effect. The invalid or unenforceable provision will be replaced by a valid or enforceable provision.

    15. INTEGRATION

    This Agreement comprises the entire understanding of the parties on the subject matter herein, and supersedes and merges all prior and contemporaneous agreements, understandings, and discussions between the parties relating to this project. In the event of a conflict between this Agreement and any other writings regarding this project, absent an amendment executed by both parties, the terms of this Agreement will control.

    16. HEADINGS

    The numbering and captions of the various sections are solely for convenience and reference, and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.

    ACCEPTANCE OF AGREEMENT:

    The above prices, specifications and conditions are hereby accepted and effective as of the last date of signature below. Eyenamic Designs, LLC is authorized to execute the project as outlined in this Agreement. Payment will be made as proposed above.