Sketch n’ Scale LLC - Design Service Agreement

This Design Service Agreement ("Agreement") is entered into between Sketch n’ Scale LLC, an Arizona limited‑liability company ("The Designer," "we," "our"), and the undersigned client ("The The Client," "you"). By paying the required deposit or otherwise confirming in writing, The Client accepts these terms.

1. Services & Scope of Work

Designer will provide brand‑identity design services (the "Services") and deliver the final approved logo and related brand assets (the "Deliverables"). Specific Deliverables depend on the package selected in the proposal and may include:

• Working Adobe Illustrator (AI) source file of the primary logo.

• Logo variations exported as high‑resolution PNG and vector SVG in RGB and CMYK colour profiles (primary, stacked, sub‑mark, word‑mark, icon, one‑colour, favicon).

• Mini style guide (1–2 pp.) covering logo usage, typography, and colour specs.

• Brand‑typography files and purchased font licences (if applicable).

• Brand‑colour guide with CMYK/RGB/HEX codes.

• Consolidated brand guide (PDF).

• Optional extras such as brand patterns or stationery (business cards, letterheads, email signatures), if listed in the proposal.

All rejected concepts, sketches, and earlier iterations remain the sole property of the Designer.

2. Payment Terms

Project Fee. Total fee as listed in the proposal.

Deposit. 50 % due at project initiation. Work will not begin until the deposit is received.

Balance. Remaining 50 % due within fifteen (15) days of the Designer’s final invoice, issued upon The Client's approval of the Deliverables. Final files are released only after full payment clears.

Late Fees. Payments outstanding beyond fifteen (15) days incur a 2 % monthly finance charge, applied from day 16.

Font Costs. the Designer will identify any commercial fonts required for the project. When a licence costs USD 500 or less per font, The the Designer will purchase the licence in the The Client's name and include it in the final delivery. If a required licence exceeds USD 500, it will be the The Client's sole responsibility to purchase the licence directly.

3. Timeline & The Client Responsibilities

Project commences within thirty (30) days of receiving the deposit.

The Client agrees to supply all requested information and feedback within fourteen (14) calendar days of each Designer request. A lack of response will result in a pause to the project.

If the Client is unresponsive for more than sixty (60) days, the project is rescheduled at the Designer’s discretion and subject to current availability.

4. Revisions

Package price includes up to three (3) rounds of revisions after the first concept presentation. Additional revisions or scope changes are billed at USD 200 per hour and require The Client approval before work proceeds.

Definition of a Round. A “round of revisions” means (a) The Client requests specific changes or a new concept; (b) the Designer creates and presents those changes; and (c) The Client provides consolidated feedback in writing within five (5) business days.

5. Ownership & Licence

Upon full payment, the Designer grants The Client an exclusive, worldwide, perpetual licence to use the final Deliverables for all branding and marketing purposes.

Designer retains all rights to preparatory materials, unused concepts, and sketches and may reuse or adapt them for other projects.

Payment Contingency. The licence grant in this section takes effect only after the Designer has received all payments due under this Agreement and such payments have cleared.

6. Portfolio & NDA Options

The Designer may publicly share the final Deliverables, as well as behind-the-scenes process content, drafts, and unused concepts: for portfolio, promotional, and educational purposes. This includes showcasing the project in design case studies, social-media posts, marketing materials, and video content.

Confidentiality requests:

• Up to 1 year: no additional fee.

• More than 1 year: additional fee equal to 10 % of the project total, capped at USD 1 500.

7. Cancellation, Suspension & Force Majeure

The Client‑Initiated Cancellation. The 50 % deposit is non‑refundable. If The Client cancels after ideas or proposals have been submitted, no refund is due; however, the Designer may, at its sole discretion, refund a portion of fees based on work not yet completed.

Designer‑Initiated Cancellation. If the Designer becomes unable to complete the project due to illness or other unforeseen circumstances, the Designer will refund a reasonable portion of the overall budget that reflects work not yet delivered. Any usable work completed to date will be transferred to The Client upon receipt of the refund.

Project Suspension. The Designer may suspend work if (a) The Client exhibits excessive micromanaging or a continued lack of trust that prevents forward progress after a reasonable number of unique concepts have been shown, or (b) The Client fails to pay an invoice when due. The Designer will give written notice and an opportunity to remedy before suspension. Suspended projects receive no refunds, and all work created remains the Designer’s property until final payment.

Force Majeure. Neither party shall be liable for delays or non‑performance caused by acts of God, governmental action, war, terrorism, riot, labour shortage, supply chain disruption, or any circumstance beyond its reasonable control, provided that the affected party notifies the other promptly and resumes performance as soon as practicable.

8. Warranties & The Client Duties

Designer Warranty. The Designer warrants that the final Deliverables are original, that the Designer owns the rights necessary to grant the licence in Section 5, and that the Designer has conducted a reasonable search for substantially similar marks.

The Client Responsibility.

• Trademark & legal clearance. The Client is solely responsible for confirming that all company or product names, slogans, and the final Deliverables are legally available and for securing any trademark registrations. the Designer provides no guarantee of registrability.

• Name changes. Please ensure your brand name is final and legally clear before work begins. If The Client requests a name change after significant logo exploration has been presented, the Designer will issue a revised estimate to cover the additional work required.

• Timely assets & feedback. The Client will supply content and feedback within the time frames set out in Section 3.

Indemnity. The Client agrees to indemnify, defend, and hold harmless the Designer from any claim, damage, or expense (including reasonable attorneys’ fees) arising out of The Client‑supplied content, trademark conflicts, or The Client's breach of this Agreement.

As‑Is. Except as expressly stated, the Deliverables are provided "as is," with no other express or implied warranties.

9. Brand Naming

The Client is solely responsible for ensuring that their business, product, or brand name is legally available before work begins. Designer does not provide trademark research or naming clearance. No refunds are possible if legal issues arise after the project is completed, and Designer is not liable for any resulting problems.

The Client should perform appropriate checks to confirm the chosen name is not already in use or infringing on any registered trademarks or business entities. If the name changes mid‑project and substantial design work has already been presented, Designer reserves the right to revise the project fee to reflect the additional work required.

10. Limitation of Liability

In no event shall the Designer be liable for any indirect, incidental, special, consequential, or punitive damages. The Designer’s total cumulative liability arising from this Agreement shall not exceed the total fees actually paid by The Client.

11. Dispute Resolution

Negotiation. The parties will attempt in good faith to resolve any dispute within thirty (30) days after written notice.

Mediation. If unresolved, the dispute must be submitted to non‑binding mediation in Maricopa County, Arizona (in‑person or virtual). The parties share mediation costs equally.

Litigation. Only if mediation fails may either party file suit in the state or federal courts of Maricopa County, Arizona.

12. Governing Law. Governing Law

This Agreement is governed by the laws of the State of Arizona without regard to conflict‑of‑law rules.

13. Miscellaneous

Entire Agreement. This document and the proposal constitute the entire agreement and supersede all prior discussions.

Amendments. Changes are valid only if in writing and signed by both parties.

Severability. If any provision is held unenforceable, the remaining provisions remain in effect.

The Client acknowledgement: By paying the deposit, The Client confirms that they have read, understood, and agree to the terms above.