Terms & Conditions

Last updated December 23, 2024

FINAL DELIVERABLES

Final design files (.jpg or .pdf) are property of the client. Standard industry practice stipulates that a general design project does NOT result in transfer of digital design assets such as original design files (also known as: source files), therefore the ownership of this intellectual property remains with HEXAHIVE unless the client has made an agreement to purchase the source files. The CLIENT purchases the design service and the right to use the design outcome/product for the specific purpose of the project requested. An agreement to provide usage rights of source files may be entered between the CLIENT and HEXAHIVE. Until such time, source files remain the legal and exclusive property of HEXAHIVE.

SEPARATION AGREEMENT

Any decision to separate during any phase of the project, shall require written notice from HEXAHIVE or the CLIENT. In the event of separation before completion of Hourly Work, the CLIENT is required to pay HexaHive for the hours the HexaHive team completed prior to separation. In the event of separation before completion of Project Work, the CLIENT is required to pay HexaHive for the phases of work completed prior to separation.

PAUSE CLAUSE

If a client deliverable such as feedback, approvals, or payment is late more than five (5) business days the project will be considered “on pause.” Once the deliverable is received and the project is reactivated, it will be rescheduled based on HexaHive’s current workload and availability. To be clear, it could be weeks to get you back in the queue if a project is put on hold if proper notice is not given.

ABANDONDED STATUS

A project shall be considered abandoned after 45 consecutive days wherein the client has not made any progress or moved forward in the process to complete the project. Abandoned projects with funds owing are subject to an accelerated collections policy, and will be submitted to a third party collections agency if not paid or addressed within 30 days. The terms in this contract will expire in 45 days if not signed before then. If you have any questions or concerns, please do not hesitate to contact us.

PAYMENT

Partnerships

Require one-month’s full payment in advance. Clients will then be invoiced monthly.
Your payment of the investment in the options you choose also will indicate your acceptance of the proposal and the terms and conditions as stated therein. Signing the proposal indicates your acceptance of the terms indicated by the option(s) you have selected and you will be invoiced after according to the terms.

Project-based, non-partnerships

Refer to contract payment details
Invoices are net 30

Please make all checks payable to HexaHive at 811 E Interstate Ave, Suite B, Bismarck ND, 58503.

SERVICES AGREEMENT

The parties hereby acknowledge that this is a binding legal agreement, and its terms shall not be modified unless mutually agreed by both parties in writing. Any previous waiver of a contractual term between HexaHive and Client does not indicate future waivers of the same term. This agreement will be governed by the laws of the State of North Dakota.

DEFINITIONS & TERMS SHALL HAVE MEANING SET FORTH BELOW:

“Client Content” means all materials, information, and other content provided by Client to HexaHive for use in HexaHive’s performance of the Work. “Deliverables” means the Work specified in the Proposal to be delivered by HexaHive to Client, in the form and format specified in the Proposal. “Final Deliverables” means the final version of the Deliverables provided by HexaHive and accepted by Client. “Preliminary Work” means all Work performed by HexaHive leading up to, but not including, the Final Deliverables. “Source Files” means all digital design assets such as original design files. Unless otherwise specified, the Source Files are expressly NOT included in the Final Deliverables. “Work” means the services provided by HexaHive to Client, in accordance with this Agreement. The parties hereby acknowledge that this is a binding legal agreement, and its terms shall not be modified unless mutually agreed by both parties in writing.

This services agreement (this “Agreement”) is entered into and made effective on Signature Date (the “Effective Date”), by and between HexaHive, LLC, a North Dakota limited liability company (“HexaHive”), and “Client”. The parties hereby agree as follows:

1.0 Scope of Work. HexaHive will perform the Work in the manner set forth in the Proposal, which is included in this Proposal.

1.1 Payment. HexaHive will charge the fee as set forth in the Proposal. The fee represented in the Proposal only includes HexaHive’s fee for the delivery of the Final Deliverables. All Preliminary Work, Source Files, or other material, except for the Client Content, is and shall remain, at all times, including subsequent to the termination of this Agreement, the sole and exclusive property of HexaHive. Source Files may be purchased by Client for an additional fee, as agreed to by HexaHive and Client. All Invoices are due within thirty (30) days of receipt. Payments will be credited first to late payments and next to the unpaid balance. A service charge of ten percent (10%) will be applied to balances more than ninety (90) days past due. HexaHive reserves the right to withhold delivery or the transfer of ownership of any of the Work, including the Final Deliverables, if Client’s accounts are not current or if any overdue invoices are not paid in full. All transfers of ownership of any intellectual property rights under this Agreement and all transfers of any licenses to use the Work are expressly conditioned upon HexaHive’s receipt of payment in full from Client.

1.2 Confidentiality. Client and HexaHive each acknowledge that in connection with this Agreement it may receive, view, and/or utilize confidential and proprietary information, including technical and business information, of the other party. For purposes of this Agreement, “Confidential Information” includes any and all Work and Source Files, as well as the contents of this Agreement. Client and HexaHive, and their respective employees and other agents, shall hold and maintain in strict confidence all Confidential Information and shall not disclose any Confidential Information to any third party unless the non-disclosing party consents to the disclosure. Client and HexaHive may only use Confidential Information of the other party to the extent necessary to fulfill each other’s obligations under this Agreement.

1.3 Independent Contractor. Client is and shall remain, at all times throughout the term of this Agreement, an independent contractor of HexaHive, and this Agreement shall not be construed as creating any employer/employee relationship, partnership, or joint venture between the parties. Neither party is authorized to act as the agent of the other party. HexaHive shall provide the services in accordance with this Agreement, under the general direction and approval of Client, however, HexaHive shall determine, in its sole discretion, the manner and means in which the services are accomplished. The work product of HexaHive, including all the Work, shall not be deemed “work for hire” as such term is defined under Copyright Law.

1.4 Representations and Warranties. Client represents and warrants that Client owns all right, title, and interest in, or otherwise has full right and authority to allow and permit HexaHive to use the Client Content. Client further represents and warrants that the Client Content does not infringe the rights of any third party and that HexaHive’s use of the Client Content, including any Trademarks in connection with the Work, does not violate the rights of any third parties.

1.5 Indemnity. Client shall defend, indemnify, and hold harmless HexaHive, and HexaHive’s consultants, without payment first being made, from and against any and all claims, costs, or other liabilities, including reasonable attorneys’ fees and other costs, including expert fees, incurred by HexaHive, arising out of or in connection with (i) any act or omission by Client in the performance of Client’s obligations under this Agreement, or (ii) Client’s breach of this Agreement, including Client’s breach of the representations and warranties provided by Client under this Agreement. HexaHive shall not be liable to Client with respect to the subject matter of this Agreement under any contractual, negligence, or other legal or equitable theory for any amounts in excess of the amount to be paid to HexaHive under this Agreement. In no event will HexaHive be responsible to Client for any incidental, special, consequential damages, or lost profits arising out of or in connection with this Agreement.

1.6 Termination. At any time prior to the delivery of the Final Deliverables, either party may terminate this Agreement at any time, and without cause, upon the giving of thirty (30) days written notice of the other party. Upon the termination of this Agreement for any reason, HexaHive shall promptly return to Client all Client Content Upon termination of this agreement prior to delivery of the Final Deliverables, all Work shall remain the sole and exclusive property of HexaHive. In the event of such termination Client shall be entitled to recover from HexaHive return of any funds paid for Work not performed.

1.7 Third Parties. To the extent allowed by applicable law, no person who is not a party to this Agreement shall be entitled to enforce or take the benefit of any of the benefits contained herein.

1.8 Severability and Waiver. If any portion of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nonetheless continue in full force and effect. HexaHive’s failure to enforce any term or condition of this Agreement shall not be construed as a waiver of such provision or any other term or condition of this Agreement.

1.9 General. This Agreement sets forth the entire agreement between the parties and supersedes any and all prior agreements and understandings between the parties. This Agreement may be amended at any time upon the written agreement of the parties. No provision of this Agreement shall be construed in favor of or against any party on the ground that such Party or its counsel drafted the provision. Any remedies provided for herein are not exclusive of any other lawful remedies which may be available to either party.