2. Payment Terms

For those involved in our collaborative design initiatives, the ensuing conditions are applicable to both our esteemed clients and talented designers.

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2.1 Client Payment; Designer Fee

The term "Client Payment" pertains to the amount selected by the client when commencing a design project, as specified on our pricing page. Alternatively, it encompasses the invoiced price by Special Graphics for the finalized design, based on the Fixed Price Project Terms or the Quote presented by the Designer to the Client. The "Designer Fee" constitutes the charge to the Client by Special Graphics for the approved designs, deducting any introductory and platform fees retained by Special Graphics.

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2.2 Refunds

Refunds for the Client Payment are processed through the same method initially used by the client for payment or any alternative method determined by Special Graphics at its sole discretion. In the event of a refund or a credit card chargeback, the Designer is obliged to reimburse Special Graphics for the applicable Designer Fee. The client initially receives the Client Payment amount, minus the Designer Fee, with the Designer Fee disbursed only upon reimbursement by the Designer to Special Graphics. Special Graphics may refund clients for the following reasons: (i) the finalized design is deemed defective; (ii) Special Graphics is required by law or considers that it is required by law to do so; (iii) Special Graphics determines that issuing a refund to the client will avoid any dispute or increased costs to Special Graphics; (iv) Special Graphics issues the refund to the client in accordance with any refund policy specified by Special Graphics from time to time; (v) the order placed (or request made) by the client is found to be fraudulent; (vi) the client placed a duplicate order (or request) in error; or (vii) in Special Graphics’ sole opinion, Special Graphics considers that it is likely that the refund is necessary to avoid a credit card chargeback. A finalized design will be deemed to be “Defective” if: (i) the client and designer agree it is defective and notify Special Graphics of this fact; (ii) the finalized design is subject to a third-party claim that the design infringes/misappropriates such third party’s copyright interests, and such claim is plausibly meritorious as determined by Special Graphics in its sole discretion.

2.3 Special Graphics Credits

There are three types of “Special Graphics Credits”: (i) “Client Credits”, which are equivalent to one unit of the local currency based on the location of the Site; (ii) “Designer Earnings Credits”, which are equivalent to one unit of the local currency and are used by Special Graphics to pay the Designer Fee to Designers; and (iii) “Bonus Credits”, which are credits that have not been purchased by a User and are given to a User by Special Graphics in its sole discretion from time to time and are not equivalent to any currency. Bonus Credits are only exchangeable for finalized designs. Special Graphics Credits are not legal tender and cannot be traded or sold to third parties. The balance of any Client and Designer Earnings Credits held by you may be reduced at any time by Special Graphics for chargebacks or refunds or for any amount owing by you to Special Graphics or to compensate Special Graphics for any loss it has suffered as a result of any breach of these Terms by you. Provided that you are not in breach of these Terms and your Account is not suspended, you may at any time (and Special Graphics may require you to at any time) convert Client Credits or Designer Earnings Credits, which you hold in your Account, to local currency or any other currency specified by Special Graphics from time to time. Any such payments will be subject to any minimum or maximum withdrawal amounts set by Special Graphics, to address, for example, chargebacks and refunds. Special Graphics is not an escrow service and does not hold cash or property on behalf of any person. All amounts deposited or paid to Special Graphics are the property of Special Graphics, and Special Graphics may use those funds as it sees fit. The only rights that you have to receive payment of any amounts held by Special Graphics are as set out in this Section 3.3. Upon termination of these Terms as stated in Section 12, all Bonus Credits will be canceled immediately, and you may convert Client Credits or Designer Earnings Credits described above.

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2.4 General Payment Terms

Client Credits or Designer Earnings Credits are convertible into the local currency based on the location of the Site. You agree that you are responsible for the collection and/or payment of all Taxes which you may be liable for in any jurisdiction arising from your sale or purchase of any finalized designs via the Site. Special Graphics is not responsible for collecting, reporting, paying, or remitting to you any such Taxes. “Taxes” means any applicable duties, sales taxes, GST, VAT, or other taxes which may be levied in respect of a transaction contemplated by these Terms.

3. Exclusivity and Non-Circumvention

At Special Graphics, we value transparency and collaboration. Our approach to exclusivity and non-circumvention is designed to create a fair and secure environment for all parties involved.

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3.1 Exclusivity

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Acknowledgment:

• We acknowledge the importance of our revenue, which is generated through Client Payments on our platform.

Exclusivity Period:

• For a period of 24 months from the time you connect with any party through our platform (the “Exclusivity Period”), you are required to utilize Special Graphics Services exclusively for requesting, making, and receiving all payments related to your work with that party (the “Special Graphics Relationship”).

Opt-Out Provision:

• An opt-out option is available under the condition that the Client or prospective Client pays Special Graphics an “Opt-Out Fee.” This fee is calculated as the greater of:

  1. (a) $2,500; or

  2. (b) 15% of the cost to the Client for services during the Exclusivity Period, as estimated in good faith by the prospective Client.

Opt-Out Fee Process:

• To process the Opt-Out Fee, a request for instructions can be made by sending an email to info@specialgraphics.us.

3.2 Non-Circumvention

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Payment Method Adherence:

• You commit not to bypass the payment methods provided by Special Graphics.

Illustrative Restrictions:

• Specifically, you must not:

  • (a) Share personal information outside the platform.

  • (b) Engage in direct hiring or payment arrangements outside the platform.

  • (c) Facilitate or accept services or payments outside the platform.

  • (d) Cancel projects with the intention of contracting separately with another party from our platform.

  • (e) Misrepresent payment amounts in invoices or Opt-Out Fee requests.

Prompt Reporting:

• You are obligated to promptly inform Special Graphics if you encounter any unauthorized attempts to contact you or propose transactions outside of the platform.

Breach Reporting:

• In the event of a known or potential breach of the non-circumvention policy, a confidential report should be submitted to us via email at: info@specialgraphics.us.

Note: The provided terms are illustrative and may require customization based on the specific policies and practices of Special Graphics.

4. Important Disclaimers and Release

At Special Graphics, we prioritize transparency and want all our users to engage with confidence. Please take a moment to review the following disclaimers and release terms.

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4.1 Disclaimer

No Warranties:

• We do not provide warranties for Design Projects, Design Contests, Design Concepts, Sold Designs, Adobe Stock, Partner Integrations, or any other products/services facilitated through our platform. These are offered on an "AS IS" basis.

Independent Contractors:

• Designers are independent contractors and not employees, agents, or representatives of Special Graphics. Clients and Designers engage in the purchase and sale of Sold Designs at their own risk.

Trademark Clearances:

• Neither Designers nor Special Graphics conducts trademark clearances for Sold Designs. Clients are responsible for ensuring they can obtain trademark rights and that purchased Sold Designs do not infringe on third-party trademark rights.

User Interactions:

• Your interactions with other users are exclusively between you and the respective user. Special Graphics is not liable for any loss or damage resulting from these interactions, excluding those directly due to our wrongful acts or omissions.

Dispute Resolution:

• While we are not obligated to intervene in disputes between users, Special Graphics commits to using commercially reasonable efforts to deliver the services described in our terms.

4.2 Release

Comprehensive Release:

• By using the Site and/or Services, you release and forever discharge Special Graphics, and their officers, employees, agents, successors, and assigns from all past, present, and future disputes, claims, controversies, demands, rights, obligations, liabilities, actions, and causes of action, excluding those directly resulting from our wrongful acts or omissions.

California Civil Code Section 1542:

• If applicable, you waive California Civil Code Section 1542, which states that a general release does not extend to claims the creditor or releasing party does not know or suspect to exist at the time of executing the release and that, if known, would have materially affected their settlement with the debtor or released party.

Note: The provided terms are illustrative and may require customization based on the specific policies and practices of Special Graphics.

5. User Content

At Special Graphics, we value the creative contributions of our users. Please review the following terms regarding User Content to ensure a positive and secure experience.

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5.1 Your User Content

Definition:

• User Content: Refers to any information, content, reviews, and/or testimonials ("Reviews") submitted or used by a user on the Site or Services.

Responsibility:

• You are solely responsible for your User Content, assuming all associated risks, including accuracy, completeness, or usefulness. Any disclosure making you or a third party personally identifiable is your responsibility.

Compliance:

• User Content must not violate the Acceptable Use Policy (defined below). You may not state or imply that your User Content is provided, sponsored, or endorsed by Special Graphics.

Obligations:

• Special Graphics is not obligated to remove Design Contests, Design Concepts, or Reviews from the Site unless required by applicable law. We do not backup User Content, and it may be deleted at any time. You are responsible for creating backup copies if desired.

5.2 License to User Content

Grant of License:

• By submitting User Content, you grant Special Graphics and Affiliates an irrevocable, nonexclusive, royalty-free, fully paid, worldwide license. This license covers the duration of intellectual property rights and includes the right to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content.

Purposes of License:

• The license is granted for purposes including inclusion of your User Content in the Site and Services, offering/delivering Special Graphics Designing Services, making your User Content available on third-party platforms via Partner Integrations, and for general marketing purposes of Special Graphics.

Usage of Design Brief and Design Concepts:

• Special Graphics commits to using Design Brief and Design Concepts in accordance with the private or public settings of the Design Contest and Design Project.

Waiver of Rights:

• You agree to irrevocably waive any claims and assertions of moral rights or attribution concerning your User Content.

Design Transfer Agreement:

• For clarity, the Designer's assignment of the Sold Design to the Client is outlined in the applicable Design Transfer Agreement.