Client Terms of Services

These terms serve as Oda Creative’s standard master services terms unless replaced by a separate written agreement.

Oda Creative is located at:

This Design & Marketing Services term, together with any applicable Statement of Work, estimate, proposal, invoice, or other written service description approved by Client, forms the agreement between Oda Creative (“Company”) and the applicable client (“Client”).

By approving a proposal, estimate, invoice, Statement of Work, or by submitting payment for services, Client agrees to be bound by this Agreement, unless the parties have entered into a separate written agreement that supersedes it.

1. Services

Company shall provide services for the purposes of branding, marketing, web maintenance, design, production, or related creative services (“Services”) to Client as described in one or more Statements of Work, proposals, estimates, invoices, or other written service descriptions sent by Company and approved by Client that reference this Agreement (“SOW” or “Statement of Work”). Company shall perform Services in a prompt manner and have the final product or service (“Deliverable”) ready for Client as defined in the applicable SOW (“Completion Date”). This due date is subject to change in accordance with the change order process defined in the applicable SOW. Client shall assist Company by promptly providing all information requests known or available and relevant to the Services in a timely manner.

2. Contract Price

For performance of the Services and rendering of the Deliverable, Client shall pay to Company all fees due under the applicable SOW, proposal, estimate, or invoice.

3. Dates of Performance

Company will be available to begin performing Services upon receipt of any required approval, signed agreement if applicable, and deposit or initial payment, if required. Unless terminated as provided in this Agreement, Company will complete Services by the applicable Completion Date.

4. Change in Services

If Client desires changes to the SOW, Client shall submit to Company a written request in accordance with the change order process defined in the applicable SOW. The parties may execute additional Statements of Work describing Services or Deliverables, which will become part of this Agreement upon execution or approval by Company and Client. If additional SOWs are executed or approved, then Client shall pay Company for all services performed prior to the additional SOW before Company begins work on the new SOW, unless otherwise agreed in writing.

5. Confidentiality

During the course of this Agreement, it may be necessary for Client to share proprietary information, including trade secrets, industry knowledge, and other confidential information, with Company in order for Company to complete the Services and Deliverables in their final form. Company will not share any of this proprietary information at any time and will not use any of this proprietary information for its own personal or business benefit except as necessary to perform the Services. This section remains in full force and effect even after termination of the Agreement, whether by natural completion or early termination by either party.

6. Termination

(a) Non-monthly Services

This Agreement shall automatically terminate upon Client’s acceptance of the Deliverables, unless otherwise stated in writing. This Agreement may otherwise be terminated at any time by either party upon written notice to the other party. Client will be responsible for all costs and expenses incurred prior to the date of termination, up to 100% of the agreement total. The outstanding amount for which Client is responsible shall be determined by Company in its reasonable discretion based on effort and costs incurred in service of the Agreement.

(b) Monthly Services

Client may cancel monthly services provided all invoices have been paid and with a minimum of 30 days’ advance written notice. After the initial service period, monthly or recurring services will continue and renew on the billing schedule stated in the applicable proposal, invoice, subscription, or Statement of Work unless canceled in accordance with the applicable terms.

7. Payment for Services

(a) Non-monthly Services

In exchange for Company’s Services under this Agreement, Client shall pay Company the contract price, deposit, and any other fees set forth in the applicable SOW, proposal, estimate, or invoice. In the event of a good faith dispute with regard to an item appearing on an invoice, Company shall have the right to withhold the Deliverable while the parties attempt to resolve the dispute.

(b) Monthly Services

For monthly, subscription, retainer, installment, or other recurring services, Client authorizes Company to charge the payment method provided by Client for the amounts due under the applicable proposal, invoice, subscription, Statement of Work, or other approved service document, without requiring additional approval for each charge.

Recurring charges will occur on the billing schedule stated in the applicable proposal, invoice, subscription, Statement of Work, or other approved service document, including monthly or other recurring intervals as specified there. The amount charged will be the recurring fee, installment amount, usage-based amount, approved add-on amount, or other amount described in the applicable service document.

Client is responsible for maintaining a valid payment method on file for any recurring service. Client may cancel recurring services in accordance with the cancellation terms stated in the applicable proposal, subscription, Statement of Work, or this Agreement. Cancellation will not affect charges already incurred, amounts already due, or any minimum commitment period that applies.

If a payment fails, Company may retry the charge, pause services, withhold deliverables, or require an updated payment method before continuing services.

8. Delivery

For physical Deliverables, once the product has been mailed to Client or picked up in person by Client or on Client’s behalf, Company is not responsible for any lost or damaged products. Client bears all risk of loss upon delivery by mail or in person. Client must provide written consent in order for Company to release products to a third party.

9. Ownership Rights, Copyright, and Usage

Client has ownership of the final creative design Deliverables for use in any media application that is beneficial to Client’s business, subject to full payment of all amounts due. Company retains the right to use the final design Deliverables, or any versions of the Deliverables created in the process, within printed and online portfolios, including promotional materials such as newsletters and advertisements. Client also gives Company permission to use Client’s name, business address, and/or website address for testimonial purposes on Company’s website or other business-related media, unless otherwise agreed in writing. Any concepts created throughout the design process, whether they are partially used in the final product or not, remain the intellectual property of Company, and Company reserves the right to use such concepts in both digital and physical portfolios. Client understands that it is Client’s responsibility to secure any copyright or trademark protection desired for logos or other brand assets.

10. Indemnity

Client agrees to indemnify, defend, and hold harmless Company, its affiliates, and any of their respective officers, directors, agents, or employees, from and against any and all liabilities, claims, costs, and expenses, including without limitation reasonable legal fees and expenses, brought by any third party alleging, arising out of, related to, or resulting from:
(i) Client’s use of services provided by Company,
(ii) any materials submitted by Client or on Client’s behalf to Company, or
(iii) Client’s violation of any applicable law, rule, or regulation.

Client shall bear all costs, expenses, and reasonable attorneys’ fees in any action brought to recover payment under this Agreement or in which Company becomes a party by reason of this Agreement.

11. Severability

In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement or modified to reflect the parties’ intention, and all other provisions shall continue in full force and effect as valid and enforceable.

12. Legal Fees

In the event of a dispute resulting in legal action, the successful party will be entitled to its legal fees, including but not limited to attorneys’ fees, to the extent permitted by law.

13. Legal and Binding Agreement

This Agreement is legal and binding between the parties. Each party represents that it has the authority to enter into this Agreement.

14. Governing Law and Jurisdiction

The parties agree that this Agreement shall be governed by Texas law, without regard to conflict of law principles.

15. Amendments

No amendment, change, or modification to this Agreement shall be effective or enforceable unless it is in writing and executed or otherwise approved by Company and Client.

16. Non-waiver

The failure by one party to require performance of any provision shall not affect that party’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

17. Arbitration

All disputes, controversies, or claims arising out of or relating to this Agreement shall be submitted to binding arbitration in accordance with the applicable rules of the American Arbitration Association then in effect.

18. Entire Agreement

This Agreement, together with any applicable exhibits, appendices, addenda, schedules, proposals, estimates, invoices, Statements of Work, and amendments, encompasses the entire agreement of the parties and supersedes all previous understandings and agreements between the parties, whether oral or written, regarding the subject matter covered herein. In the event that the parties desire to change, add, or otherwise modify any terms, they shall do so in writing.

19. Superseding Agreements

If Company and Client enter into a separate written agreement for a specific engagement, that separate agreement shall control to the extent of any conflict with this Agreement.