terms of service agreement
LAST REVISION: 01 April, 2021
PLEASE READ THIS TERMS OF SERVICE AGREEMENT CAREFULLY. BY PLACING AN ORDER FOR SERVICES AND PRODUCTS FROM GRAPDES, YOU AGREE TO BE LEGALLY BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
This Terms of Service Agreement (the “Agreement”) shall be entered into between Grapdes Media Services and/or Grapdes Partners Private Limited (jointly and severally referred to as “Grapdes”) and the buyer or client (“Client” and “You”) as soon as an order is placed by the Client with Grapdes for any services or products offered for hire or sale by Grapdes. All references to the Client in this Agreement shall include Client’s parent companies, affiliates, and subsidiaries. This Agreement includes, and incorporates by this reference, the policies and guidelines referenced below. Grapdes reserves the right to change or revise the terms and conditions of this Agreement at any time by posting any changes or a revised Agreement on this Website, Grapdes.com (“Website”). Grapdes will alert you that changes or revisions have been made by indicating on the top of this Agreement the date it was last revised. The changed or revised Agreement will be effective immediately after it is posted on this Website. Engaging Grapdes for any services or products following the posting any such changes or of a revised Agreement will constitute your acceptance of any such changes or revisions. Grapdes encourages you to review this Agreement whenever you visit the Website to make sure that you understand the terms and conditions governing your association with Grapdes. This Agreement does not alter in any way the terms or conditions of any other written agreement you may have with Grapdes for services or products. If you would like to print this Agreement, please click the print button on your browser toolbar.
I. SCOPE OF THIS AGREEMENT
This Agreement applies to any image, graphics, digital assets, or digital images created or taken by Grapdes and delivered to the Client; this Agreement shall also apply to the delivery and use of any and all other services and products served or sold by Grapdes to the Client (all of the above collectively known as “Images”). This Agreement governs the relationship between the parties and in no communication or other exchange, shall modify the terms of this Agreement unless agreed to in writing.
All Images and rights relating to them, including copyright and ownership rights in the media in which the Images are stored, remain the sole and exclusive property of Grapdes unless stated otherwise. The license or licenses provided to the Client will govern the usage of the Images by the Client. For reproduction, public display and distribution of the Images, the Client will have only limited rights and is required to adhere to the terms set forth in the Commercial or Non-Commercial Usage Licenses (“Usage License”) as granted to the Client. Images used for any purpose not directly related outside of those terms must be with the express permission of Grapdes and may include the payment of additional fees unless otherwise agreed to in writing. Images may contain copyright management information (CMI) at the discretion of Grapdes in the form of either 1) a copyright notice © and/or 2) other copyright and ownership information embedded in the metadata or elsewhere unless otherwise agreed to by the Parties. Removing and/or altering such information is prohibited and constitutes a violation of the existing Indian and International copyright statutes. The Client will be responsible to Grapdes for any penalties and awards available under any and all the relevant statutes.
III. RELATIONSHIP OF THE PARTIES
The parties agree that Grapdes is an independent contractor and that neither Grapdes nor the employees or contract personnel of Grapdes are, or shall be deemed to be, employees of the Client. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as an agent or bind the other party except as expressly stated in this Agreement. Grapdes and the Images or any other deliverables prepared by Grapdes shall not be deemed a work for hire as defined under Copyright Law unless expressly stated otherwise. All rights granted to the Client are contractual in nature and are expressly defined by this Agreement.
IV. PLACING OF ORDER AND BILLING
The manner and method of creating any Image are solely at the discretion of Grapdes and the Client has no right to control Grapdes’ manner and method of performance under this Agreement. Grapdes will use its best efforts to: (a) ensure that the Images conform to the Client’s specifications; and (b) submit all Images to Client on or before the applicable/agreed deadlines.
Grapdes may perform the delivery of Images in JPEG, PNG, PDF, SVG, AI or other standard formats at a resolution that Grapdes determines will be suitable for the Images as licensed. It is the Client’s responsibility to verify that the Images are suitable for reproduction and that if the Images are not deemed suitable, to notify Grapdes within five (5) business days after the delivery being made. The sole obligation of Grapdes in which case will be to replace the Images at a suitable resolution but in no event will Grapdes be liable for poor reproduction quality, delays, or consequential damages arising out of the said arrangement. It is hereby declared that Grapdes has no obligation to retain or archive any Images delivered to the Client after the aforementioned five (5) days period.
Unless expressly stated otherwise, all fees, expenses, and taxes (collectively, “Fees”) payable under this agreement are required no later than three (03) business days after the final delivery of the Images and payable irrespective of whether the Client makes actual intended use of the Images. Unless agreed to otherwise, the Client is required to make an advance payment of forty (40) % of the total Fees payable for the activation of the Order. If the said portion of the Fees payable is not advanced, Grapdes reserves the right to cancel any Order due to such non-payment. If the Fees payment has not been received even within fifteen (15) business days after delivery, all rights granted by Grapdes to the Client by the means of any Usage Licenses may be revoked at the discretion of Grapdes. In the event such rights are revoked, all Images in the possession of the Client must be removed from all forms of media and be permanently destroyed within three (03) business days. The Client shall provide Grapdes with a written statement that all concerned Images have been removed and destroyed permanently. Further usage of any Images delivered by Grapdes, and the failure to make timely payments of any and all Fees to execute the Order shall be considered a breach of this Agreement and shall invite legal action by Grapdes against the Client.
Unless stated otherwise, if the Client cancels any Order within three (3) days (or more) of its activation, the Client will pay any third-party expenses incurred and shall forfeit the portion of the Fees paid in advance to Grapdes. For Client cancellation prior to twelve (12) days (or less) of the designated date of delivery, the Client shall be liable to pay an additional thirty-five (35) % of the Fees payable along with the forfeiture of the Fees paid in advance and the payment of any third-party expenses incurred. In the event of the Client being exempted from the payment of an advance of forty (40) % of the total Fees payable, the Client shall be liable to pay as cancellation penalty a total sum of seventy-five (75) % of the total Fees payable notwithstanding the designated date of delivery. This shall be binding on all Clients.
IX. NO EXCLUSIVITY
This Agreement does not create an exclusive relationship between the parties. The Client is free to engage others to perform services of the same or similar nature to those provided by Grapdes, and Grapdes shall be entitled to offer and provide services to others, solicit other clients and otherwise advertise the services offered by Grapdes.
X. TRANSFER AND ASSIGNMENT
The Client may not assign or transfer this agreement or any rights granted under it. No amendment or waiver of any terms is binding unless in writing and acknowledged by the parties. However, the Invoice and/or the Quotation may reflect the certain addition of or amendments to these terms to which the Client agrees to be bound when he places an Order. Such additions or amendments shall supersede any contravening terms of this Agreement.
XI. LIMITATION OF LIABILITY
The entire liability of Grapdes, and the Client's exclusive remedy, in law, in equity, or otherwise, with respect to the Website, services and products, Images and/or for any breach of this agreement is solely limited to the amount you paid for the service and products purchased from Grapdes. Grapdes will not be liable for any other direct, indirect, incidental, special or consequential damages in connection with this agreement or the services and products in any manner, including liabilities resulting from (1) any Images obtained or purchased; (2) any lost profits you allege.
The Client will indemnify and defend Grapdes against all claims, liability, damages, costs, and expenses, including the legal fees and expenses, arising out of the creation or any use of the materials of any nature furnished by Client for the execution of the Order. It is the Client’s responsibility to obtain the necessary model or property releases from the respective owners and ensure they are in full effect and force. When Grapdes is threatened with a suit or sued by a third-party, Grapdes may seek written assurances from the Client concerning the Client's promise to indemnify Grapdes; the Client's failure to provide such assurances may be considered by Grapdes to be a material breach of this Agreement. Grapdes will reasonably cooperate in any defense by the Client of a third-party claim at the Client's request and expense. The terms of this provision will survive any termination or breach of this Agreement.
XIII. GENERAL LAW/ARBITRATION
This Agreement sets forth the entire understanding of the parties. This Agreement shall be governed, interpreted and enforced in accordance with the laws of the State of Tamil Nadu, India. Any claim or litigation arising out of this Agreement or its performance may be commenced only in courts physically located in Chennai, Tamil Nadu, and the parties hereby consent to the jurisdiction of such courts. In the event of any litigation arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its legal fees incurred in the litigation. If parties are unable to resolve a dispute, either party may request mediation in a forum mutually agreed to by the parties. The Client agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
If one or more of the provisions of the Agreement is found invalid, illegal or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected. Any such provisions will be revised as required to make them enforceable. The failure of Grapdes to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.
No action of either party, other than in writing agreed to by the parties, may be construed to waive any provision of this Agreement and a single or partial exercise by either party of any such action will not preclude further exercise of other rights or remedies in this Agreement. By entering into this agreement, the Client hereby irrevocably waives any right the Client may have to join claims with those of others in the form of a class action or similar procedural device. Any claims arising out of, relating to, or connection with this agreement must be asserted individually. ANY RIGHT NOT EXPRESSLY MENTIONED HERE IS RESERVED INDEFINITELY BY GRAPDES.
XVI. CONTACT US
If you have any questions about this Terms of Service Agreement, please contact Grapdes at email@example.com, with the subject line: “Terms of Service Enquiry”, and Grapdes will make an effort to reply within a reasonable timeframe.