General Procedures

All services and materials provided to you by Meyers Design, Inc. (MDI) will be supplied on the terms and conditions set forth herein. Specific terms and conditions for particular projects will be described in quotations or estimates which will be provided to you by MDI on a project-by-project basis. MDI will not begin to work on a project until the applicable quotation or estimate has been accepted by you in writing or until you have otherwise authorized MDI to begin. All quotations and estimates will be valid for a period of thirty (30) days unless otherwise stated. MDI’s quotations and estimates may be withdrawn by MDI at any time prior to acceptance by you.

Pricing

Generally, MDI’s projects will be quoted or estimated in advance. In the case of a quotation, MDI will bill the amount quoted, unless there are circumstances warranting additional fees or costs. In the case of an estimate, MDI will make reasonable efforts to bill within a reasonable tolerance of the estimated amount. In some instances, MDI may quote hourly rates. In those instances, MDI will estimate the total time expected, and will make reasonable efforts to bill within a reasonable tolerance of the estimated amount. If the scope or nature of a project materially changes, a revised quotation or estimate will be issued to you by MDI. All services or materials requested by you after a quotation or estimate has been approved — such as changes or additions — will be billed in addition to the original amounts estimated or quoted. Please keep in mind that, when MDI quotes or estimates printing prices, the job may be overrun or in some cases shorted, by a margin of up to ten (10) percent. In those cases, MDI will bill you accordingly, based on unit costs.

Outside Services and Materials

Upon your written approval, MDI may contract for various outside services on your behalf. MDI generally prefers to coordinate such items as talent, film-work, production, printing and purchases relating to specific projects. This gives you the advantage of having MDI involved in making sure outside contracts are handled consistently with the intent of the overall project. In these instances, MDI will resell services and materials to you. MDI’s fees for this service will be reflected through coordination fees, markups or commissions which may not be itemized. In the event MDI contracts for outside services or materials on your behalf, MDI will generate a separate bill for time and materials in this effort.

Billing and Payments

The fees and billing terms for each project will be described in an estimate or quotation. MDI reserves the right to not begin, complete or deliver work until the appropriate fees have been paid according to the written terms set forth in the estimate or quotation. MDI’s invoices are payable in full within thirty (30) days after the date of the invoice, unless otherwise agreed to in writing by MDI. Should any of MDI’s invoices not be paid according to terms, interest will accrue on any unpaid amount(s) at the rate of one and one-half (1-1/2%) percent per month (i.e., eighteen percent (18%) annually) until paid in full. Charging interest upon past due balances does not mean that MDI agrees to extended payment terms. In the event that any of MDI’s invoices are not paid when due, you will also be responsible for all of MDI’s reasonable attorneys’ fees, costs and expenses incurred in connection with the collection of any past due amounts.

Taxes

MDI’s invoices are subject to applicable taxes. MDI’s quotations and estimates do not reflect any federal, state or local sales, use, excise, value-added or other taxes unless specified. All applicable taxes will be added to the invoice prices in those instances where MDI is required to collect them from you; provided, however, that if MDI does not collect such taxes and is later asked by or required to pay the same to any taxing authority, you will make such payment to MDI or, if requested by MDI, directly to the taxing authority.

Scheduling

MDI will make reasonable efforts to provide services and materials so they will coordinate with your anticipated publication dates, events or deadlines. However, MDI will not be responsible for changes in schedules that are beyond MDI’s control or are a result of delays in receiving approvals, payments, information or materials from you or your agents. If you request services or materials to be performed or created on a faster than normal or agreed upon basis, any additional costs incurred by MDI will be passed on to you. MDI shall not be liable for any damage or delay caused by fire, flood or other casualty, strikes, acts of God, explosion, freight embargoes, war, the acts of any governmental or military authority, or any other acts which are beyond MDI’s reasonable control. Whenever any of the above events delays or threatens to delay the performance of this order, MDI will promptly give notice thereof to you.

Termination or Cancellation

If you terminate or cancel any portion of the work during the preliminary stages of the project, a fee of fifty percent (50%) of the total quotation or estimate will be charged. If you terminate or cancel any portion of the work after the preliminary work has been performed but prior to the completion of printed work, the full quoted or estimated amount will be charged. If rejection occurs (preliminary stage only), a fee of 35-50% of the total will be charged. In the event of a cancellation and/or rejection, all expenses incurred by MDI will be reimbursed in full. If any project is past the preliminary work stages and placed on hold in excess of forty-five (45) calendar days, MDI will submit a final bill for full payment. MDI also reserves the right to terminate the work with reasonable cause at any time and to be paid for its services and expenses through the date of termination. MDI will make reasonable efforts to promptly complete any work in process, unless requested by you to not do so. To the extent MDI performs additional services and/or incurs additional expenses after the date of termination in order to complete any work in process, you will be obligated to pay for such services and expenses. Notwithstanding anything to the contrary set forth herein, if you fail to pay any of MDI’s invoices in a timely fashion, MDI will have the right to cease all work until paid in full.

Conflicts and Notification

MDI reserves the right to refuse to be involved in any project which in MDI’s judgment, would be illegal, fraudulent, in violation of the rights or interests of others, or in some other way harmful to the best interests of MDI or you. If, during the period MDI is working with you: (1) MDI is engaged to work with similar or competitive entities, MDI will notify you of those facts; (2) you engage similar types of services or material suppliers to those MDI offers, you agree to notify MDI.

Property Rights

Unless otherwise specified, MDI retains full ownership of all computer-generated files created through MDI’s services or contained within materials that MDI has been contracted by you to work on. Unless otherwise specified, MDI retains full ownership of all non accepted concepts, designs, computer-generated files, writings, source codes and code logic created through MDI’s services or contained within materials that MDI has been contracted by you to work on. These concepts, designs, computer-generated files, writings, source codes and code logic created through MDI’s services can be transferred to you if agreed upon through a buy-out fee. MDI will, however, permit you to place ownership designation on works prior to payment in cases where the publication or reproduction of works comes before payment. You understand, of course, that this does not indicate that ownership has been transferred prior to payment. In some instances, MDI may agree to allow usage rights to work which means that your rights will be restricted to certain times or applications. You also understand that photographers, illustrators and other artists have rights regarding the use of their images and works. MDI cannot release or transfer any property to you that may be subject to third party rights and interests. This includes original photographs, illustrations and other artwork actually owned by artists. Should you wish to obtain ownership or unlimited rights to a photograph, illustration or artwork, you must inform MDI of this in advance and MDI will negotiate for those rights on your behalf. When you place ownership designations on general works which may include photographs, illustrations, or similar works, your specific ownership is subject to the rights and interests of the artist who created the work. MDI retains full ownership of all hand-drawn and computer-generated files. Computer disks may be used by the chosen printer for the sole purpose of printing the file(s) contained on the disk that MDI has been contracted by you to work on. All other use(s) and modification(s) are prohibited. The disk(s) may not be copied in any manner without the prior written permission of MDI and must be returned immediately following the completion of printing.

Warranties

You warrant to MDI that the information provided to MDI by you and your officers, directors, agents, employees, advisors and representatives hereunder will not (a) infringe any patent, trademark, copyright, common law right, title or slogan, (b) constitute false advertising, defamation, misrepresentation, fraud, deceit or the like, (c) be a breach of confidentiality or invasion of privacy or rights of publicity, (d) constitute piracy, plagiarism, the misappropriation of another’s ideas or unfair competition, or (e) constitute any other form of illegal, negligent or wrongful conduct or give rise to any actionable claims against MDI. You further warrant that you have the right to provide such information to MDI. MDI, on its part, warrants that all services performed hereunder will be performed in a professional and workmanlike manner. EXCEPT AS EXPRESSLY SET FORTH HEREIN, MDI MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Limitation of Liability

In no event shall MDI be liable to you for any special, indirect, speculative, incidental or consequential damages of any kind or nature arising out of, resulting from or relating, directly or indirectly, to MDI’s performance hereunder. Rather, MDI’s liability shall be limited to such actual damages as can be proven by you. The foregoing limitation of liability shall pertain to and include, without limitation, any services which are performed, agreed to be performed or requested under any quotation or estimate issued by MDI, even if MDI was negligent or otherwise at fault. Additionally, without limiting the generality of the foregoing, in no event shall MDI’s liability hereunder exceed the amount of fees paid or agreed to be paid by you to MDI for services performed by MDI (exclusive of third party fees, costs and expenses) with regard to the specific project to which the claim relates.

Indemnification

Where any advertising or other printed material is created, designed, assembled, printed, produced or made by MDI, or by any of its employees, officers, agents or subcontractors, in reliance upon or use of any data, plans, specifications, designs, concepts, writings, projections, analysis, copyrights, trademarks, trade names, patents, representations or other information or materials directly or indirectly supplied by you, you shall defend, indemnify and hold harmless MDI and each of its employees, officers, agents and subcontractors from all losses, damages, and expenses of any kind or nature arising out of any suit, claim, hearing, investigation, charge or proceeding relating thereto or arising therefrom, including but not limited to any claim for (a) infringement of any patent, trademark, copyright, common law right, title or slogan, (b) false advertising, misrepresentation, fraud, deceit and the like, (c) breach of confidentiality, invasion of privacy or rights of publicity, (d) piracy, plagiarism, the misappropriation of another’s ideas or unfair competition, or (e) any other illegal, negligent or wrongful conduct.

Miscellaneous

These Standard Terms and Conditions, along with the pertinent quotation(s) and/or estimate(s), sets forth our entire understanding with respect to the matters addressed herein and supersedes all prior arrangements, agreements, representations or understandings, whether written or oral, with respect thereto. These Standard Terms and Conditions may not be modified or amended except by an instrument in writing signed by both parties. These Standard Terms and Conditions are for the benefit of and are binding on the parties hereto and their respective successors and permitted assigns. If any term or provision set forth herein is found to be invalid or unenforceable, the remaining terms and conditions shall not be affected thereby and each remaining term and provision hereof shall be valid and enforced to the fullest extent permitted by law. These Standard Terms and Conditions are to be interpreted under and governed by the internal laws of the State of Illinois without regard to principles of conflicts of laws. The sole proper venuses for any disputes arising out of or related hereto are the state and federal courts situated in Chicago, Illinois.