Acceptance of Terms

By accessing or using the services provided by Wit and Craft Inc. ("Wit & Craft," "we," "our," or "us"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, please do not use our services.

Description of Services

Wit & Craft provides branding and design services to clients. The specific services will be outlined in a separate agreement or statement of work between us and the client.

User Accounts

3.1. You may be required to create an account to access certain services. You are responsible for maintaining the confidentiality of your account information and for all activities that occur under your account.

3.2. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.

Client Responsibilities

4.1. You agree to provide us with all necessary materials, information, and approvals in a timely manner as required for us to perform the services.

4.2. You represent and warrant that you have the necessary rights and permissions to use any content or materials you provide to us.

Intellectual Property Rights

5.1. We retain all intellectual property rights in our pre-existing materials, processes, and methodologies.

5.2. When you have paid us in full for the work, the final deliverables from that work become yours. We assign you every right we hold in them, including copyright, so you can use them, change them, license them and register them in your own name without asking us first. Final deliverables means the finished files and documents we hand over for you to use, such as the logo files, the brand guidelines, the color and typography systems, and the written strategy and messaging documents. Working files and design source files stay with us unless your agreement says we are handing those over as well. If you need a separate signed assignment so you can register a trademark or record the transfer, ask us and we will sign one. Clauses 5.4 through 5.7 explain what comes with this transfer and what does not.

5.3. You retain all rights to your pre-existing materials and any content you provide to us.

5.4. Some of what goes into your project is licensed from someone else, most often typefaces and sometimes stock photography. Those licenses are not ours to hand over, so they stay under their own terms and you may need to buy them in your own name. We will tell you which items those are and where they came from.

5.5. Our own materials, templates and working methods are sometimes built into what we hand over, and under 5.1 those stay ours. You may keep using them as they appear in your deliverables, for as long as you like and at no further cost, and your employees and the vendors working on your brand may use them on your behalf. You may not pull them out and use them on their own, sell them, or use them to do branding work for other companies.

5.6. We keep the right to show the work we make for you, and the transfer in 5.2 does not take it away. We may display and describe the work on our website, in case studies, in proposals and on our social and business profiles, using your name, your logo and images of the work, and we keep this right after our work together ends. We will wait until you have made the new work public, or until you tell us we can show it sooner, and we will leave out anything you have told us in writing to keep confidential. This is an exception to the Confidentiality section below.

5.7. Clearing and registering a trademark is separate work. Unless your agreement says we are doing it, we do not run trademark searches or make trademark filings, so have your attorney review this section and the files we deliver before you register a new mark.

Payment Terms

6.1. Fees for our services will be as agreed upon in a separate agreement or statement of work.

6.2. All invoices are due within 30 days of the invoice date, unless otherwise specified.

6.3. Late payments may be subject to interest charges at the maximum rate permitted by Michigan law.

Termination

7.1. Either party may terminate the service agreement for cause if the other party breaches a material term of these Terms and fails to cure such breach within 30 days of written notice.

7.2. Upon termination, you agree to pay for all services rendered up to the date of termination.

Limitation of Liability

8.1. To the fullest extent permitted by law, our liability for any claims arising out of or related to these Terms or our services shall not exceed the total amount paid by you for the services giving rise to the claim.

8.2. We shall not be liable for any indirect, incidental, special, consequential, or punitive damages.

Indemnification

You agree to indemnify, defend, and hold harmless Wit and Craft Inc. and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses arising out of or in any way connected with your use of our services or breach of these Terms.

Confidentiality

Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of our engagement.

Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, or government action.

Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Michigan. Any dispute arising out of or relating to these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Kent County, Michigan.

Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify you of any changes by posting the new Terms on our website. Your continued use of our services after any such changes constitutes your acceptance of the new Terms.

Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.

Entire Agreement

These Terms, together with any other agreements or policies referenced herein, constitute the entire agreement between you and Wit and Craft Inc. regarding the subject matter hereof.

Contact Information

If you have any questions about these Terms, please contact us at:

Wit and Craft Inc., 2536 Michigan Street NE, Grand Rapids, MI 49506 | (616) 504-2133 | jon@witandcraft.com

By using our services, you acknowledge that you have read and understood these Terms of Service and agree to be bound by them.