CUSTOM DESIGN & SET-UP OF DIGITAL BUSINESS CARD

Last updated November 20, 2025

With the purchase of the Digital Business Card Design Service, the Client accepts these terms and conditions.

SERVICE DESCRIPTION

The Parties agree that the Designer will deliver custom design of a one (1) digital business card design incorporating from the Client (if furnished):

· Client provided assets used for branding that include logo(s), advertising slogan(s), fonts and colors. 

· Client input and feedback both before initiation of design and following initial design and any revisions requested by the Client.

· Up to three (3) revisions of the design requested by the Client following review of the Design Proofs provided by the Designer.

FEES, ADDITION COSTS AND APPROVALS

· Fees. The design project pricing paid by the Client at the initiation of the order includes the Designer’s fee and licensing if the Designer’s Commercial Assets are used in the design.

· Additional Costs. However, any and all outside costs that may be added, such as licenses for photography and/or artwork not already available in the Designer’s Asset Licensing, will be invoiced to the Client. The Designer will consult the Client and obtain permission before using any assets or services that would incur Additional Costs.

TERMINATION

This Agreement may be terminated in the event that any of the following occurs:

1. Immediately in the event that one of the Parties breaches this      Agreement or one of the conditions set forth in this Agreement and does      not amend the breach     within a period of 14 days.
2. This Agreement will automatically be terminated when the services are completed. 

CONFIDENTIALITY

Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Project, except as may be required by a court or government authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or

becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.

OWNERSHIP RIGHTS IN THE FINAL DELIVERABLES

Final Works. Upon completion of the Design Services, and expressly conditioned upon full payment of all fees and costs due, Designer grants to Client limited usage rights in the Final Works as set forth below. Any additional uses will require separate pricing. All other rights, including Copyrights, are reserved by Designer.

Category of use: 

Unlimited digital business card use. No other use of design is permitted without express permission and additional licensing with Designer.

Duration of use: 

Indefinitely

Geographic territory: 

International

Exclusivity: For the Duration of Use, Client shall have Nonexclusive rights as set forth above. If Client wishes to contract for Exclusive rights, an additional fee and updated contract outlining the revised terms and conditions will be required.

No Modification: The rights granted to Client are for usage of the Final Works in their original form only. Client may not crop, distort, manipulate, reconfigure, mimic, animate, edit, extract portions, intentionally alter the color of the Final Works, or otherwise create derivative works based on the Final Works.

Copyright: As owner of the copyright, Designer retains the right to reproduce, publish and display the Final Works, Deliverables, and Preliminary Works, to the extent they do not contain Client’s Confidential Information, in Designer’s portfolios and Websites, and in 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 professional materials, and, if not expressly objected to, include a link to the other party’s Website.

Client Content: Client Content, including pre-existing Trademarks, shall remain the sole property of Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all trademark, trade Client Content, including pre-existing Trademarks, shall remain the sole property of Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all trademark, trade secrets, patents, Copyrights, and other rights in connection therewith. Client hereby grants to Designer a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Designer’s performance of the Services and promotional uses of the Deliverables as authorized in this Agreement.

Third Party Materials. Intellectual property rights in Third Party Materials shall be owned by the respective third parties. Designer shall inform Client of all Third-Party Materials to be procured by Designer that Client may need to license at Client’s own expense, and unless otherwise arranged by Client, Designer shall obtain a license for Client to use the Third-Party Materials consistent with the usage rights granted herein. Client shall indemnify, save and hold harmless Designer 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 Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the Final Works at Client’s request.

Digital Services (QR Codes, Digital Business Cards and Landing Pages)

Goods  that are Digital Services include QR Codes (static and dynamic),  Digital Business Cards and Landing Pages with varying levels of  functionality offered through a Subscription model. 

Digital  Service Goods are initially set-up and designed by Essentia Design  using the technology and system of our Third-Party Licensor for ongoing  functionality. Please refer to the following Subscription section for  additional information.

We  will send you an electronic Design Proof to confirm the details of your  Digital Services order before completion. You will need to carefully  review the Design Proof and immediately alert us to any errors. Any  typos or errors shown on the Proof that you don’t alert us to prior to  Order completion may incur additional service charges to correct later.

You  acknowledge that the software and underlying technology used to provide  the QR Code and Digital Services contains proprietary intellectual  property owned by third-party licensors. Your use of the service grants  you a limited, non-exclusive, non-transferable license to use the  service for its intended purpose under the terms herein. This agreement  does not transfer to you any intellectual property rights in the  software or technology.

Your  purchase and use of our Digital Service Goods and Subscriptions means  you agree not to hold Essentia Design liable for any damage or loss  resulting from the Third-Party Licensor’s services or systems, including  but not limited to, downtime, security breaches, data loss, or system  failures. Essentia Design's liability is limited to the terms explicitly  set out in this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of California.

REPRESENTATION AND WARRANTIES

The Parties agree and disclose that they are fully authorized to enter this Agreement. Both Parties’ performances and obligations are not to violate the rights of any third party or else violate other, if any, agreements made between them and/or any other organization, person, business or law/governmental regulation. 

DISCLAIMER OF WARRANTIES

· The Designer warrants to complete the Services listed in this Agreement as per the Client’s requirements and specifications. However, the Designer does not represent or warrant that such services provided in this Agreement will create additional sales, exposure, brand recognition, profits or other benefits. 

· In addition to the above, the Designer holds no responsibility towards the Client in the event that the delivered work does not lead to the Client’s desired results. 

LIMITATION OF LIABILITY

The services and the work product of Designer are provided “as is.” In all circumstances, the maximum liability of Designer, its directors, officers, employees, design agents and affiliates, 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 total Project fee of Designer. In no event shall Designer 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 Designer, even if Designer has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.

FORCE MAJEURE 

Designer shall not be deemed in breach of this Agreement if Designer is unable to complete the Services or any portion thereof by reason of fire, earthquake, flood, hurricane or other severe weather, labor dispute, act of war, terrorism, riot or other severe civil disturbance, death, illness or incapacity of Designer or any local, state, federal, national or international law, governmental order or regulation or any other event beyond Designer’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Designer shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.

AMENDMENTS

· The Parties agree that any amendments made to this Agreement must be in writing, where they must be signed by both Parties to this Agreement. 

· Accordingly, any amendments made by the Parties will be applied to this Agreement

ASSIGNMENT

The Parties hereby agree not to assign any of the responsibilities in this Agreement to a third party, unless consented to by both Parties in writing. 

ALTERNATIVE DISPUTE RESOLUTION

· Any dispute or difference whatsoever arising out of, or in connection with, this Agreement shall be submitted to negotiation, and if a consensus is not reached, followed by mediation in accordance with, and subject to the laws of California.

ENTIRE AGREEMENT

· This agreement contains the entire agreement and understanding among the Parties to it with respect to its subject matter, and supersedes all prior agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to its subject matter. The express terms of the Agreement control and supersede any course of performance and/or usage of the trade inconsistent with any of its terms. 

SEVERABILITY

· In the event that any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, then the remaining provisions will remain in force in accordance with the Parties’ intention.