Terms of Service

Definitions:

The Company’ is Scorpion Agency™.

The Client’ means the party, or any person acting on their behalf with whom the Company enters into an agreement with.

The Project‘ means the task/work you commission the company to do for you.

By using the Companies services you agree to all the terms below:

Terms of Service (ToS)

  1. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL WE, OUR SUBSIDIARY AND PARENT COMPANIES OR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE COMPANY SITE, INCLUDING OUR MESSAGING, BLOGS, COMMENTS OF OTHERS, BOOKS, EMAILS, PRODUCTS, SERVICES, THIRD-PARTY MATERIALS, OR SERVICES MADE AVAILABLE THROUGH THE SITE OR BY US IN ANY WAY, EVEN IF WE ARE ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. (BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY AND THE LIABILITY OF OUR SUBSIDIARY AND PARENT COMPANIES OR AFFILIATES IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE LAW.) YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT WE ARE NOT LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER. IF YOU ARE DISSATISFIED WITH THE SITE, ANY MATERIALS, PRODUCTS, OR SERVICES ON THE SITE, OR WITH ANY OF THE SITE’S TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE AND THE PRODUCTS, SERVICES AND/OR MATERIALS.
  2. The Terms of Service may be changed at any time without prior notice to The Client and will be binding.
  3. Our hours of operation are subject to change without notification. Exclusive contracts may qualify for extended hours or 24/7 support. Ask for details
  4. The Client is agreeing fully to all the Company’s Terms of Service by commissioning our services.
  5. You confirm that you are of legal age (as defined by the laws of your country) to make on-line purchases of services. You also represent that you are not a person barred from receiving the Services under the laws of your country or other applicable jurisdiction. If you provide any information that is untrue, inaccurate, not current or incomplete, or if The Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, The Company has the right to suspend or terminate your project and refuse any and all current or future use of the Services (or any portion thereof).
  6. The company shall be under no liability if it should be unable to carry out any provision of the contract for any reason beyond it’s control; including (without limiting the foregoing), Act of God, Legislation, War, Act of terrorism, Fire, Flood, Drought, Failure of power supply, Lock-out, Strike by employee’s in contemplation of furtherance of dispute or inability to procure materials required for the performance of the contract. During the continuance of such a contingency the Client may, by written notice, elect to terminate the contract and pay for work done and materials used, but subject thereto shall otherwise accept delivery when available.
  7. The Company reserves the right to use completed or ongoing projects for the purposes of the Company’s marketing activities (both online and offline) unless otherwise requested/agreed with the Client
  8. All estimated prices quoted, whether written or verbal, are for the listed and mentioned services only. Any additional services required to complete a project will be quoted for in advance and charged accordingly.
  9. A 50% down payment is required in the agreed amount before work can commence on any project. The remaining 50% payment is due on completion of the project prior to any master files, documents, spreadsheets, or other data being delivered.
  10. All projects are billed either monthly or on completion of a project stage, or a relevant hourly charge as previously agreed.
  11. All price quotes are based on either; expected or agreed time of completion.
  12. When a client changes the guidelines of a project brief, the Company will inform the Client in advance of any extra costs likely to be incurred prior to resuming work.
  13. Whilst every effort will be made to achieve agreed delivery deadlines, the Company cannot accept liability or be held financially responsible for any targets or deadlines being missed for delivery of any work which is outside of the Company’s control.
  14. The company reserves the right to invoice for any disbursements for partial work carried out including third party costs incurred on a project should the project be unable to be completed for any reason or has been delayed/put on hold by the Client for a period of 4 weeks or more.
  15. In good faith, the Company will hold any supplied files, originals and materials for a period of up to 6 months. Resumption of works on the project would be completed according to the original schedule of costs so long as the project specification remained unaltered.
  16. All creative work produced and devised during a project(s), creative, digital, software files and related correspondence remain the property – physically, intellectually and in copyright, of the Company until full payment has been made by the Client, and all project costs have been cleared.
  17. Once final proofs/materials/data/etc. have been signed off, the Company cannot be held responsible financially or otherwise for any errors relating to print, programming or any end product.
  18. It is the responsibility of the Client that all materials (including, but not limited to images, diagrams, logos, videos, data, as well as intellectual property in other media) supplied to the Company by the client will have the relevant copyrights, licenses, and permissions for use in the project. The Company will not accept responsibility/liability for infringements caused by any wrongly supplied materials.
  19. The Company reserves the right to commission freelance support or outsource any job if it is felt it is in the best interests of the Client. Any outsourced job remains the property/responsibility of the company and such services are deemed to be carried out ‘indirectly’ by the Company.
  20. As part of larger projects which involve 3rd parties commissioned directly by the client, the Company will not be held responsible in any way for services not carried out/managed directly or indirectly by the Company.
  21. Reports of any loss, quality or damage issues must be reported to the Company within five clear working days of delivery and receipt (whether be printed or digital) and any claim in respect thereof must be made in writing to the Company within 3 working days thereafter. The Company shall not be liable in respect of any claim unless the aforementioned requirements have been complied with.
  22. In the event of any bona fide dispute or difference arising between the parties in connection with the Contract (excluding any dispute relating to non-payment of the Charges, for whatever reason), the parties shall attempt to resolve such dispute or difference in good faith or by mediation. It is the responsibility of the Client to inform the Company immediately of any issue that may lead to a dispute (including but not limited to quality, service, cost, deadline), without such information, no disputes will be entered into.
  23. Whilst taking every care to protect all media and correspondence supplied, the Company cannot accept liability or be held responsible financially or otherwise for any loss. Disputes will not be entered into.
  24. The Company cannot guarantee the Client exclusivity of any marketing concept, strategy, design or other intellectual property provided. Therefore the Company will not accept liability for any alleged claim from the Client or any Third Party as the result of unintentional similarity in part or whole of a Third Party’s copyright protected or registered trademark or brand, identity, strapline, color usage, image style, content, product or otherwise.
  25. It remains the Client’s responsibility to seek Copyright/Trademark/Service Mark/Patent protection if desired for any creative/intellectual property provided to the Client by the Company.
  26. If at any point during the project or development cycle a client wishes to cancel, they may do so but agree that the down payment or compensation for work already completed is non-refundable once the work has commenced.
  27. The Company will have a lien over any product, data, content, or materials if all payments due from the client have not been paid and cleared in full within 30 days after project completion. We reserve the right to withhold supply of goods.
  28. The Company shall not be responsible or liable for any type of delivery issues including those resulting from any of your service providers like; internet, email, etc. which are beyond our control, or failure of the client to download the product.
  29. Neither The Company nor any of its affiliates and/or partners shall be liable for any inappropriate, illegal, unethical, or otherwise wrongful use of the products, services, and/or other written material received from The Company. This includes plagiarism, expulsion, academic probation, loss of scholarships / titles / awards / prizes / grants / positions, lawsuits, poor grading, failure, suspension, or any other disciplinary or legal actions.
  30. If a revision request violates the original instructions, The Company has the right to decline it.

Vector/Stock License Agreement

This is a license agreement between you and ScorpionAgency.com that explains how you can use photos, illustrations and vectors that you license from ScorpionAgency.com. By downloading content from ScorpionAgency.com, you accept the terms of this agreement.

How can I use licensed content? You may use content:

  • in digital format on websites, blog posts, social media, advertisements, film and television productions, web and mobile applications in printed materials such as magazines, newspapers, books, brochures, flyers, product packaging for decorative use in your home, office or any public place or personal use

The rights granted to you by ScorpionAgency.com are:

  • Perpetual, meaning there is no expiration or end date on your rights to use the content.
  • Non-exclusive, meaning that you do not have exclusive rights to use the content. ScorpionAgency.com can license the same content to other customers.
  • Unlimited, meaning you can use the content in an unlimited number of projects and in any media.

For purposes of this agreement, “use” means to copy, reproduce, modify, edit, synchronize, perform, display, broadcast, publish, or otherwise make use of.

Restricted Uses:

  • No Unlawful Use. You may not use content in a pornographic, defamatory or other unlawful manner.
  • No Standalone File Use. You may not use content in any way that allows others to download, extract, or redistribute content as a standalone file (meaning just the content file itself, separate from the project or end use).
  • No Use in Trademark or Logo/Brand. You may not use content as part of a trademark, design mark, tradename, business name, service mark, or logo/Brand.
  • Sensitive Use Disclaimer Required. If you use content that features models or property in connection with a subject that would be unflattering or unduly controversial to a reasonable person (for example, sexually transmitted diseases), you must indicate: (1) that the content is being used for illustrative purposes only, and (2) any person depicted in the content is a model. For example, you could say: “Stock photo. Posed by model.”
  • No disclaimer is required for “editorial use only” content that is used in an editorial manner.
  • No Products for Resale. You may not use content in connection with any goods or services intended for resale or distribution where the primary value lies in the content itself including, without limitation, cards, stationery items, paper products, calendars, apparel items, posters (printed on paper, canvas, or any other media), CDs, DVDs, mobile applications or other items for resale, license or other distribution for profit. This includes “on demand” products (meaning products in which content is selected by a third party for customization on such product on a made-to-order basis), including, without limitation, postcards, mugs, t-shirts, posters and other items (this includes the sale of products through custom designed websites, as well as sites such as zazzle.com and cafepress.com)
  • No Electronic Templates. You may not use content in electronic or digital templates intended for resale or other distribution (for example, website templates, business card templates, electronic greeting card templates, brochure design templates).
  • No False Representation of Authorship. You may not falsely represent that you are the original creator of a work that is made up largely of licensed content. For instance, you cannot create a painting or deviation/manipulation based on licensed content and claim that you are the author.

Intellectual property rights:

Who owns the content? All of the licensed content is owned by either ScorpionAgency.com or the artists who supply the content. All rights not expressly granted in this agreement are reserved by ScorpionAgency.com and the content suppliers.
Attribution.

Do I need to include a photo credit? You do not need to include a photo credit for commercial use, but if you are using content for editorial purposes, you must include the following credit adjacent to the content or in audio/visual production credits: “ScorpionAgency.com/Artist’s Name.”

No Representations:

The content is provided “as is” without representation, warranty or condition of any kind, either express or implied, including, but not limited to, implied representations, warranties or conditions of merchantability, or fitness for a particular purpose. You understand that ScorpionAgency.com has not made any representation or warranty that your use of the content will not infringe or violate the trademark rights of any third party. ScorpionAgency.com does not grant any right or make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs, works of art or architecture depicted or contained in the content. It is your sole responsibility to make sure that you have all the necessary rights, consents and licenses for the use of the content.

Indemnification/Limitation of Liability:

Indemnification of ScorpionAgency.com by you. You agree to defend, indemnify and hold harmless ScorpionAgency.com and its parent, subsidiaries, affiliates, and content suppliers, and each of their respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with any breach or alleged breach by you (or anyone acting on your behalf) of any of the terms of this agreement.

Limitation of Liability: SCORPIONAGENCY.COM WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF SCORPIONAGENCY.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY.

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