Deliverables means the services and work product specified in the Scope of Work to be delivered by Ideas360 to Client, in the form and media specified in the Scope of Work.
Final Deliverables means the final versions of Deliverables provided by Ideas360 and accepted by Client.
Preliminary Works means all artwork including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by Ideas360 and which may or may not be shown and or delivered to Client for consideration but do not form part of the Final Art.
Final Art means all creative content developed or created by Ideas360, or commissioned by Ideas360, exclusively for the Project and incorporated into and delivered as part of the Final Deliverables, including and by way of example, not limitation, any and all visual designs, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, modifications to Client Content, and Ideas360’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials.
Services means all services and the work product to be provided to Client by Ideas360 as described and otherwise further defined in the Scope of Work.
Ideas360 will prioritize performance of the Services as may be necessary or as identified in the Scope of Work, and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Scope of Work. Client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to Ideas360. Ideas360 shall be entitled to request written clarification of any concern, objection or correction. Client acknowledges and agrees that Ideas360’s ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Scope of Work and that any delays in Client’s performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of any term, condition or Ideas360’s obligations under this Agreement
REVIEW AND ACCEPTANCE:
Ideas360 will exercise commercially reasonable efforts to revise Deliverables requiring revision and to make all necessary corrections prior to providing Deliverables to Client. Client, within five (5) business days of receipt of each Deliverable, shall notify Ideas360, in writing, of any failure of such Deliverable to comply with the specifications set forth in the Scope of Work, or of any other objections, corrections, changes or amendments Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and Ideas360 will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of the Scope of Work. In the absence of such notice from Client, the Deliverable shall be deemed accepted.
In addition to the acceptance detailed under the “Review and Acceptance” heading, Ideas360 shall have received final acceptance by Client through any and all affirmative gestures by Client to demonstrate approval of Preliminary Works without any further modifications. Ideas360 shall attempt to clarify final acceptance through written communication, but Client agrees and acknowledges that final acceptance is not required to be in writing.
LIMITATION OF LIABILITY:
THE SERVICES AND THE WORK PRODUCT OF IDEAS360 ARE SOLD “AS IS.” IN ALL CIRCUMSTANCES, THE MAXIMUM LIABILITY OF IDEAS360, ITS DIRECTORS, OFFICERS, EMPLOYEES, DESIGN AGENTS AND AFFILIATES (“IDEAS360 PARTIES”), TO CLIENT FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE NET PROFIT OF IDEAS360. IN NO EVENT SHALL IDEAS360 BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE MATERIALS OR THE SERVICES PROVIDED BY IDEAS360, EVEN IF IDEAS360 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.