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Channing and Company

Channing & Company Work Agreement

The following is a Work Agreement ("Agreement") between Channing & Company and Client.

Parties

This Work Agreement (the "Agreement") applies to all services rendered by Channing & Company, its subsidiaries and affiliates, including Channing & Company sites around the world (collectively, the "Company").

BY AGREEING TO WORK WITH CHANNING & COMPANY, YOU AGREE TO THIS WORK AGREEMENT; IF YOU DO NOT AGREE, DO NOT WORK WITH CHANNING & COMPANY. ANY AND ALL UNPAID INVOICES WILL BE CONSIDERED AS YOU AGREE TO THIS AGREEMENT UNTIL FULL PAYMENT.

Channing & Company reserves the right, at its sole discretion, to change, modify, add or remove portions of this Agreement, at any time. It is your responsibility to check this Agreement periodically for changes. Your continued use Company following the posting of changes will mean that you accept and agree to the changes.

Scope of Services

The scope of services (“Services”) included under this service agreement include any and all services provided by Company.

Channing & Co. agrees to provide the services specified in Scope of Work, which may include project management, brand strategy, design, creative content development, marketing, talent, social media management, and public relations. Any additional services outside the defined scope do not require written approval and may be subject to additional fees.

Terms and Conditions

The best work comes out of great relationships. Honesty, respect and gratitude are the keys to a great relationship and therefore we have an interest in treating each other with these values at all times. As much as legal documents are important, what truly binds us is our drive to do great work with great people and to develop a relationship of mutual respect and trust.

This working agreement ("Agreement") govern the access and use by the Client ("Client" or "Clients", as applicable) of the services ("Service" or "Services", as applicable) rendered which include the use of any delivered content.

The Company may modify the Agreement at any time and thus we recommend that the Agreements are reviewed on a regular basis by the Client. The date at the beginning of this Agreement refers to the latest update of this Agreement, which will be applicable from the date of publication.

Responsibilities and Deliverables

Channing & Co. will deliver all work in a professional manner, following industry standards and adhering to the agreed project timelines. Channing & Co. will maintain regular communication with the Client to ensure project alignment.

Client is responsible for providing timely feedback, approvals, and any necessary materials, including brand assets, data, or other information relevant to the project.

Services Offered

Through the Services, the Client will receive consulting, project management, and visual content, like vectors and illustrations, photos and images, PSDs and Photoshop files, vector icons, video contents and recordings (including the corresponding audio) in any format, as well as specific information related to such content.

The Services may offer, in the result of that search, contents owned by the Company ("Company Own Content"), contents owned by third parties offered through the Services as well as third-party content not offered free of charge ("Sponsored Content"). Sponsored Content is duly differentiated and identified on the search results. Company Own Content and Services shall be hereinafter referred to collectively as the "Company Content".

The Service may also offer, in the result of a search completed by the Client, content offered by third parties freely available through the Internet ("Third Party Content”).

Acceptances

The undersigned representative of Client has the authority to enter into this Agreement on behalf of Client. Client agrees to cooperate and to provide The Company with everything needed to complete the Services as, when and in the format requested by The Company.

The Company has the experience and ability to do everything The Company agreed to for Client and will do it all in a professional and timely manner. The Company will endeavor to meet every deadline that’s set and to meet the expectation for Services to the best of its abilities.

Warranty

The Company warrants that: (i) the Services will be performed in a professional and workmanlike manner and that none of such Services or any part of this Agreement is or will be inconsistent with any obligation The Company may have to others; (ii) none of the Services or Inventions or any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, The Company); (iii) The Company has the full right to provide Client with the assignments and rights provided for herein; (iv) The Company shall comply with all applicable laws in the course of performing the Services and (v) if The Company’s work requires a license, The Company has obtained that license and the license is in full force and effect.

EXCEPT AS SET FORTH IN THIS ATTACHMENT B, The Company DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, COMPLETENESS OR RESULTS TO BE DERIVED FROM THE WORK.

EXCEPT AS SET FORTH HEREIN, ALL DELIVERABLES ARE DELIVERED ON AN “AS-IS” BASIS.

Late payment

In the event an invoice is not paid on time, to the maximum extent allowable by law, the Company will charge a late payment fee associated with Services per month on any overdue and unpaid balance.

If Client fails to submit payment on time, Channing & Company may impose a late fee in the amount of 10% or more of the total amount unpaid every month.

The Company’s acceptance of such service charges does not waive its rights to any remedies for Client’s breach of this Agreement. All payment obligations are non-cancelable and fees paid are non-refundable.

Payment Terms

Client understands the importance of paying the Company in a timely manner and wants to maintain a positive working relationship with Company to keep the project moving forward.

Payments for each invoice delivered by Company to Client are due within 30 days of receipt. In case of overdue payments, Company reserves the right to stop work until payment is received.

Confidentiality & Non-Disclosure

Each party shall maintain, in the strictest confidence, all Confidential Information (as defined in the next sentence) of the other party. “Confidential Information” means all (i) nonpublic information (at the time of disclosure) disclosed by one party to the other party under this Agreement, provided such information is marked or indicated by the disclosing party to be confidential; (ii) and any information which ought reasonably be considered confidential with regard to the circumstances surrounding disclosure, whether or not such information is marked “Confidential”.

In the event a party is required to disclose Confidential Information pursuant to a judicial or other governmental order, such party shall, to the maximum extent permitted by law or opinion of counsel, provide the other party with prompt notice prior to any disclosure so that the party or its client may seek other legal remedies to maintain the confidentiality of such Confidential Information.

Each party receiving Confidential Information shall be responsible for any breach of this provision that is caused by any of its employees, affiliates, representatives or agents and such party agrees to indemnify and hold harmless the other party from and against any liabilities, claims, damages, losses, costs and expenses resulting, directly or indirectly, from any breach by a party, or any of its employees or independent the Company’s, of any provision of this Agreement. The obligations of this Section shall survive termination of this Agreement for a period of 3 years.

Ownership and Licenses

Client agrees that the Company retains ownership of all deliverables and materials developed pursuant to this Agreement (including, without limitation, all presentations, writings, ideas, concepts, designs, text, plans, and other materials that The Company conceives or develops in connection with The Company’s services for Client, including all materials incorporated therein whether such materials were conceived or created by The Company individually or jointly, on or off the premises of Client, or during or after working time), and the Company grants Client the license to use the work product in the following way(s) upon payment of all fees due to The Company pursuant to this Agreement:

A worldwide, irrevocable non-exclusive, sub licensable, attribution license to use, modify, create derivative works, or otherwise exploit the work product.

Intellectual Property

All intellectual property rights over the Services, and/or delivered content from the Company, its design, and source code, and all content included in any of them (including without limitation text, images, animations, databases, graphics, logos, trademarks, icons, buttons, pictures, videos, sound recordings, etc.) belong or are licensed to the Company.

Except as expressly authorized under these Terms, the reproduction or distribution, as well as transformation, producing any derivative works of any kind, public communication, making available, extraction, reuse or any other use of the Website, the Services, the Company delivered Content or any of its parts, is strictly forbidden.

Channing & Co. retains the right to showcase the work in its portfolio and for promotional purposes unless otherwise agreed in writing.

Right to Authorship Credit

Both Parties agree that when asked, Client must properly identify Company as the creator of the deliverables. Client does not have a proactive duty to display Company’s name together with the deliverables, but Client may not seek to mislead others that the deliverables were created by anyone other than Company.

Client hereby agrees Company may use the work product as part of Company’s portfolio and websites, galleries and other media solely for the purpose of showcasing Company's work but not for any other purpose.

Term & Termination

Either Party may terminate this Agreement at any time, with or without cause, upon 30 days written notice, and full Payment of any and all invoices.

Either Party also may at any time terminate the Agreement immediately if: (i) the other party commits a breach of this Agreement and such party does not cure a breach within 5 days of written notice from the non-breaching party of such breach.

If this Agreement is terminated earlier by Client without cause, Client agrees to pay Company any and all sums which are due and payable for: (i) services provided as of the date of termination; and (ii) expenses already incurred, including those from documented non-cancelable commitments. Company agrees to use the best efforts to minimize such costs and expenses.

Termination for any reason shall not affect the rights granted to Client by Company hereunder. Upon termination, Client shall pay to Company all undisputed amounts due and payable. If upon termination Client has not paid undisputed fees owed for the material, deliverables or Services provided by Company as of the date of termination, Client agrees not to use any such material or the product of such Service, until Client has paid Company in full. Any provisions or clause in this Contract that, by its language or context, implies its survival shall survive any termination or expiration of this Agreement. Notwithstanding anything to the contrary in this Agreement, Company shall retain a perfected security interest in the deliverable or material until Client has made payment in full for all undisputed amounts as of the termination date. Company hereby agrees to release and waive its security interest in the deliverable and material upon receipt of full payment for all undisputed amounts.

Term & Termination

In the event that the Client wishes to cancel the project after Channing & Company has begun work but before the project is completed, the Client agrees to pay a cancellation or kill fee to compensate for the time and resources already invested in the project.

If the Client cancels the project within 7 days of the project start date, the Client is required to pay 50% of the estimated total project fee. If the Client cancels the project after 7 days from the project start date but before the project is complete, the Client is required to pay 90% of the total project fee.

If the project is 50% or more complete at the time of cancellation, the Client agrees to pay the full project fee as originally agreed upon in this contract.

Channing & Company will provide Client with an itemized invoice indicating the work completed to date and the corresponding amount due at the time of cancellation. Payment of the cancellation fee is due within 7 days of invoice receipt.

This cancellation fee is meant to compensate Channing & Company for the time, effort, and opportunity costs of having allocated resources and declined other potential projects based on the commitment from the Client.

Payment Terms

Client understands the importance of paying Company in a timely manner and wants to maintain a positive working relationship with Company to keep the project moving forward.

Payments for each invoice delivered by Company to Client are due within 30 days of receipt. In case of overdue payments, Company reserves the right to stop work until payment is received. In case of overdue payments, Company reserves the right to charge late fees until payment is received.

In case of overdue payments, the Company will charge a late payment fee associated with Services per month on any overdue and unpaid balance.

All payment obligations are non-cancelable and fees paid are non-refundable.

Ownership

Client upon final payment. By making this transfer, Channing & Company gives Client permission to use the final product for the following

Indeminification

The Client shall defend, indemnify and hold harmless Channing & Company and its employees, agents and subcontractors from all liabilities, claims and expenses, including all reasonable legal fees that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Client, its agents, employees or assigns; any injury to person or property caused by any products or services sold or otherwise distributed in connection with Channing & Company; the Client’s use of electronic commerce; and any defective product which the Client has provided via the Services.

Dispute Resolution

The Parties will attempt to resolve any dispute relating to this Agreement or the Project amicably between the Parties. Any claim that is not resolved amicably will be decided through mediation in Tennessee performed by a mutually agreed upon industry expert. In no event shall the request for mediation be made after the date when institution of legal proceedings based upon such claim would be barred by the applicable statute of limitations or repose.

Revisions/ Changes

Channing & Company agrees to provide up to 3 revisions or edits to the work as part of the original scope. Any additional revisions beyond this number will be charged at a rate of $250 per revision. The Client must submit revision requests within 2 days of receiving the work. Channing & Company shall complete revisions within 7 days of receiving the Client's request. Any material changes to the Services, including work to be performed and related fees must be approved by the prior written consent of both parties.

Channing & Company Protections Ordinance


Freelance Isn’t Free Law Compliance

Pursuant to the Freelance Isn’t Free Act, contracts are mandatory for freelance work with a value of $800 or more over a 120-day period. Channing & Company must be paid on or before the payment date specified in the contract, or within 30 days after the completion of work if no date is specified. It is illegal for the Client to retaliate against Channing & Company for exercising their rights under this Act. Channing & Company has the right to file a complaint with the NYC Department of Consumer and Worker Protections for any violations and may collect double the amount not paid, damages for retaliation, and payment of attorneys’ fees and costs.

Applicable Law:

This Agreement shall be governed by and construed in accordance with the laws of [State]. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [State]. However, if Channing & Company is legally qualified under the Freelance Isn’t Free Act, Channing & Company is covered by the law regardless of the governing law state.

Relationship of Parties

Channing & Company is an independent contractor and not an employee of the Client. Nothing contained in this Agreement shall be construed to create an employer-employee relationship, partnership, or joint venture between the parties.

Channing & Company shall be solely responsible for determining the means and methods for performing the Services and for the satisfactory completion of the Services. The Client shall have no right to control or direct the manner or method by which the Services are performed, except as specifically provided in this Agreement.

Kill Fee

In the event that the Client decides not to publish or otherwise use the commissioned work from Channing & Company, despite Channing & Company completing the assignment in accordance with the agreed-upon specifications and deadlines, the Client agrees to pay a Kill Fee to Channing & Company. This fee is to acknowledge the effort, time, and professional expertise invested by Channing & Company, in fulfilling the commission.

The Kill Fee will be set at 50% of the originally agreed-upon total payment for the completed article. This payment is due immediately upon the Client’s decision. Client must notify Channing & Company within 7 days of the decision not to use the commissioned work.

The payment of this Kill Fee entitles the Client to no rights over the completed article, and Channing & Company retains full rights to the work, including the right to publish, sell, or use their work elsewhere.

Non-Solicit

The Company agrees that during the period in which it is providing Services and for one year thereafter, The Company will not encourage or solicit any employee, vendor, client or the Company of Client to leave Client for any reason.

The Client agrees that during the period in which it is providing Services and for one year thereafter, The Client will not encourage or solicit any employee, vendor, client or the Company of Company to leave Company for any reason.

Authorized Use

The Client is only authorized to use the Services in accordance with the Terms and in good faith. In particular and without limitation, Clients (irrespective of whether they have purchased a Subscription or not) undertake that any access or downloads of any content available in through the Services will always be the result of a genuine legitimate interest of the Client and will result in the cancellation of the Client’s account by the Company and the obligation for the Client to indemnify the Company for all damages suffered as a result of the Client’s breach of this undertaking.

The Client agrees not to use the Services negligently, for fraudulent purposes or in an unlawful manner. Likewise, the Client agrees not to partake in any conduct or action that could damage the image, interests or rights of the Company or third parties, particularly, the owners of the Collaborators Content, the Third Party Content or the Sponsored Content.

The Client will not interfere with the functioning of the Services, in particular, he/she/it will not impersonate another Client or person. The Client agrees not to carry out any action that may damage, make unavailable, overload, deteriorate or impede the normal use of the Services, which may impact the security of the Services, or which may in any way interfere with the Services offered by the Company.

Any activity that is contrary to the ordinary use of the Services or which infringes the Company’s interests (without its express prior authorization) is strictly prohibited. Likewise, obtaining or attempting to obtain the contents not expressly authorized by the Company is also strictly prohibited.

The Client shall be responsible for any costs required for the Services’ use and for ensuring, prior to using the Services, that the Services’ features meet the Client’s needs and that he/she/it meets all requirements and has all the equipment and software necessary for this purpose.

The rights granted to the Client under these Terms are personal and shall not be assigned to any third party (including affiliates or entities part of the same group of companies) totally or partially, by any mean, without the prior, express and written consent from the Company.

Force Majeure

No failure or omission by a party in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if such failure or omission shall arise from any cause or causes beyond the reasonable control of such party which cannot be overcome through that party’s reasonable diligence, e.g., strikes, riots, war, acts of terrorism, acts of God, severe illness, invasion, fire, explosion, floods and acts of government or governmental agencies or instrumentalities.

Notices

Any notices to either Party made pursuant to this Agreement shall be made and sent (i) via US mail or a nationally recognized carrier to the other Party’s address on file; (ii) or via e-mail to the other Party’s designated representative. Each Party shall have an independent obligation to provide and update, as necessary, the mail and e-mail address on file for such notices. Notices sent by e-mail shall be deemed effective once sent if no error or “bounce back” has been received within twenty-four (24) hours of submission.

Miscellaneous

The section and subsection headings used in this Agreement are for convenience only and will not be used in interpreting this Agreement. Both parties have had the opportunity to review this Agreement and neither party will be deemed the drafter of this Agreement for the purposes of interpreting any ambiguity in this Agreement. The parties agree that this Agreement may be signed by manual or facsimile signatures and in counterparts, each of which will be deemed an original and all of which together will constitute one and the same instrument. In the event that any provision of this Agreement will be determined to be illegal or unenforceable, that provision will be first revised to give the maximum permissible effect to its original intent or, if such revision is not permitted, that specific provision will be eliminated so that this Agreement will otherwise remain in full force and effect and enforceable.

Entire Contract

This Agreement, including any attachments, and Company emails constitutes the entire understanding between both parties.

This Agreement and any exhibits, schedules or attachments, between the Parties supersedes any previous arrangements, oral or written, and may not be modified in any respect except by a future written agreement signed by both Parties.

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