Revised July 14, 2023
All retainer plans issued to you (Client) by Burble Studio (Agency) are subject to the following terms and conditions.
Payments
Monthly payment:
Your monthly payment is based on the hours reserved as noted in your installment plan checkout page.
Due Dates
Payments are due on the first of each month and will be automatically debited from the provided credit card. If your first payment includes a partial month of service, this amount will be reflected as a line item on your initial payment, which will cover the partial month, plus your first full month of retainer services.
Late or Missed Payments:
If your payment is unable to be processed, Agency may automatically attempt to recharge your card on file until the payment can be completed. After multiple failed recharge attempts Agency will contact you to update your payment information. If your payment can still not be completed within 30 days of the due date and your retainer has not been paused your retainer may be cancelled at Agency’s sole discretion.
Agency, at their sole discretion, may elect not to perform retainer services until your payment history is current.
Adjusting Your Retainer
Client may adjust the amount of included hours in their retainer at anytime with at least two weeks notice to Agency. Agency requires a minimum of 8 hours/week to maintain a retainer agreement.
Pausing or Cancelling Your Retainer
Agency requires at least two weeks advance notice to pause or cancel any retainer agreements.
Pauses require Agency approval and are valid for no longer than 60 days unless otherwise approved at Agency’s sole discretion. If at anytime you would like to pause your retainer, please contact your account representative to discuss the duration and expected restart date and how that may impact your fees. Paused retainers will retain their negotiated hourly rate upon restarting.
Upon cancellation of your retainer, a final invoice for any balances owed will be issued and any remaining balances due will be due immediately. Cancelled retainers will restarted at the then current hourly rates.
Agency reserves the right to cancel this retainer agreement at anytime with at least two weeks notice to Client. Upon cancellation by Agency for any reason, unless otherwise noted in this agreement, the unused hours for the current period shall be refunded to Client.
Abandoned Retainers
A retainer is considered abandoned if Client fails to respond to or contact Agency for more than 30 days without reasonable cause, as determined by Agency, or notice to Agency. When a retainer is abandoned by Client, any fees already paid to Agency for the retainer shall be forfeited and the current agreement will be cancelled.
Hourly Rates
Agency retainer rates are based on competitive industry standards. Agency reserves the right to adjust rates as needed to remain competitive in the industry. Should Agency need to adjust the agreed upon rates, Client will be given a minimum of 30 days notice.
3rd Party Fees
Certain requests may require external fees to 3rd parties to fulfill (e.g. installing a specific licensed plugin, or hiring a photographer). At Agency’s discretion, these fees may be billed separately, or deducted from the retainer based on the current billing rate. If these fees are higher than 10% of your monthly retainer fee, Agency will contact Client for pre-authorization before incurring any billable external costs.
Usage Restrictions
Certain services, at Agency’s sole discretion, (e.g. new website development, animation, and video production) may not be eligible for work under this retainer agreement. If a request is ineligible Agency will provide an ad hoc quote to cover the request over and above your current retainer.
Any requests for work via retainer must be for legal purposes only and other use, such as but not limited to, illegal drug promotion, abuse or harassment of any person, pornographic or obscene content, terrorism or the promotion of other illegal activity, etc. shall, at the sole discretion of Agency, cause termination of this agreement with no refund of any fees or deposi
Rights Transfer
Final Work. Upon completion of any Work under retainer and conditioned upon receipt of full payment of all fees and expenses due, Agency assigns to Client all copyright rights for final designs, and copy created for Client under this Agreement, including any copyrights, in and to any artworks or designs comprising the works created by Agency for use by Client as a trademark. Agency shall cooperate with Client and shall execute any additional documents reasonably requested by Client to evidence such assignment.
Agency retains rights to all code, including html and css, native files, processes, work products, as well as any concepts and layouts that are presented but not accepted as final by Client. Client grants Agency a non-exclusive license to use images of Work for Portfolio, Award Submission and Promotional purposes. The rights to any 3rd party assets such as plugins, themes, stock photography, etc. shall remain the property of their respective rights holder and are non-transferable to Client. As such any of these licensed assets may only be used for the original deliverable licensed for unless otherwise stated.
Trademarks. Agency does not represent that any art will be eligible for trademark registration. Client shall have sole responsibility for ensuring that any proposed trademarks or final deliverables intended to be a trademark are available for use in commerce and federal registration and do not otherwise infringe the rights of any third party.
Limited Liability
Neither party shall be liable for the other’s lost profits, or special, incidental, or consequential damages. Agency’s liability to Client shall not exceed the amount paid by Client to Agency for any specific deliverable. Client agrees to be available for and to provide final approval for all work before it is sent to a third party for final production, including but not limited to print, web design and development, “live” activation of web content, electronic or hard copy publication, and app development and release, as well as any other public release of the Work, and shall release Agency from all liability, including for errors and omissions in such materials once Client has granted his/her approval.
Severability, Assignability & Modification
No part of these terms will be affected if any other part of it is held unenforceable or invalid. Neither the Company nor the Client may assign this Agreement without the prior consent of the other. This Agreement may not be waived, assigned, extended, amended, supplemented or modified orally, but only by a written instrument signed by both parties.
Governance
This Agreement, and any related Statements of Work, shall be construed in accordance with, and governed by, the laws of the State of Indiana, where our primary office is located, without regards to Conflict of Law principles. In the event of any dispute or disagreement with respect to the meaning, effect or interpretation of this Agreement or in the event of a claimed breach of this Agreement, the parties hereto agree that such dispute shall be determined through mediation. The parties will mutually select a mediator and share the cost of mediation equally. If the parties cannot agree upon a mediator then each party shall select a mediator and those mediators shall, independent of party input or control, select a mediator to mediate the dispute. Unless otherwise mutually agreed, the location of the mediation will be in Marion county, Indiana. The parties agree to cooperate fully with the mediator in good faith in order to reach a mutually satisfactory resolution of the dispute. If the dispute is not resolved within 120 days after it is referred to the mediator, either party has the option to litigate the dispute in a court of law located in Marion County, Indiana
