Terms - Hive180

Terms and Conditions

Effective Date: January 1st, 2025

Prepared By: Hive180 (“Hive180”), a DBA of Murphy Sanders Inc.

Hive180: Refers to Hive180, a DBA of Murphy Sanders Inc., its officers, employees, agents, and subcontractors who perform services under this agreement.

By paying the invoice issued by Hive180, the Client agrees to the following terms and conditions:

1. Ownership & Licensing

1.1 Ownership of Deliverables: Upon full payment, all “Deliverables” (as specified in the applicable Statement of Work (“SOW”)) become the property of the Client and are considered a “work made for hire” under copyright law.

1.2 License for Marketing Use: Hive180 retains a non-exclusive, perpetual license to use Deliverables for its own business development, marketing, and portfolio purposes.

1.3 Third-Party Licenses: Any purchased items, such as stock photography, remain subject to their own license agreements. The Client is responsible for complying with these agreements, and Hive180 holds no further liability after project delivery.

1.4 Content Rights: Hive180 reserves all intellectual property rights not explicitly granted in this Agreement or the applicable SOW.

2. Payment Terms

2.1 Fee Structure: Payments will follow the project-based fee schedule outlined in the applicable SOW. An initial retainer (also referred to as a deposit) is required to secure the project start date.

2.2 Additional Costs: All reasonable costs, including attorney fees, incurred in recovering overdue payments will be charged to the Client.

3. Project Scope & Changes

3.1 Scope: Services and Deliverables are defined in the SOW. Any out-of-scope requests are subject to additional fees based on a project-based rate as defined in the SOW.

3.2 Change Requests: Changes to the scope must be documented via a “Change Request” detailing the nature of the change, impact on the project schedule, and additional fees. Both parties must approve Change Requests in writing before implementation.

4. Client Responsibilities

4.1 Content Delivery: The Client must deliver all necessary content and information by the agreed-upon dates to ensure timely project completion.

4.2 Decision-Makers: All decision-makers must be identified and consistently involved throughout the project. Changes to decision-makers may result in additional fees or schedule extensions.

4.3 Communication: Lack of communication for 60 days will result in the project being deemed abandoned. Abandoned projects will be invoiced in full with no refunds. To restart an abandoned project, it will require a new agreement, and no credits from the abandoned project will be applied.

5. Liability & Indemnification

5.1 Limitation of Liability: Hive180’s total liability is limited to the amount paid by the Client under the relevant SOW within one month prior to the event giving rise to the claim. Hive180 is not liable for incidental, consequential, or special damages.

5.2 Indemnification: The Client agrees to indemnify and hold Hive180 harmless from any claims, damages, or expenses arising from use of the Deliverables or materials provided by the Client. Hive180 will also indemnify the Client against any third-party claims of intellectual property infringement arising from the Deliverables.

6. Governing Law & Jurisdiction

6.1 This Agreement is governed by the laws of the State of Colorado. All disputes shall be resolved exclusively in the courts located in Jefferson County, Colorado.

7. Publicity

7.1 Hive180 may use the Client’s name, logo, and Deliverables in marketing materials and portfolios. Any use of testimonials will require Client approval.

8. Non-Solicitation

8.1 The Client agrees not to solicit or hire any employees, contractors, or subcontractors of Hive180 for one year following project completion.

9. Deliverables & Formats

9.1 Deliverables will be provided in formats and resolutions at the discretion of Hive180, based on the Client’s needs as defined in the SOW. Hive180 is not obligated to deliver RAW files, native files, or server-level access unless specified in the SOW.

9.2 Hive180 will not retain archives of Deliverables for more than 60 days after project completion unless otherwise agreed in writing.

10. Miscellaneous

10.1 Entire Agreement: This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements. Amendments must be in writing and signed by both parties.

10.2 Severability: If any provision of this Agreement is found invalid, the remaining provisions will remain in full force and effect.

10.3 Waiver: Failure to enforce any provision of this Agreement does not constitute a waiver of future enforcement.

Terms Effective Prior to January 1st, 2025

Terms and Conditions (Updated: 3-2019)

Client: A client shall include Client’s parent companies, affiliates, and subsidiaries.

Content: Any photograph, video, motion graphic, static graphic creation digital or physical, website design, code, implementation or development created in whole or part by Hive 180 for client.

Scope of this Agreement: This Agreement applies to any image, graphics, digital assets, or digital images created or taken by Hive 180 or otherwise provided to client from Hive 180;

This Agreement governs the relationship between the parties and in no communication or other exchange, shall modify the terms of this Agreement unless agreed to in writing;

This agreement and any license of use herein is not transferrable to a third party;

Rights: All Images, Content and rights of Hive 180, including copyright and ownership rights in the media in which the Content is stored, remain the sole and exclusive property of Hive 180;

This license provides the Client with the limited right to reproduce, publicly display, and distribute the Images or other Content only for the agreed upon terms as set forth in the Client Invoice;

Images and Content used for any purpose not directly related outside of those terms, must be with the express permission of Hive 180 and may include the payment of additional fees, unless otherwise agreed to in writing;

Images and Content may contain copyright management information (CMI) at the discretion of the Artist in the form of either 1) a copyright notice © and/or 2) other copyright and ownership information embedded in the metadata or elsewhere, unless otherwise agreed to by the Parties.

Removing and/or altering such information is prohibited and constitutes violation of the Digital Millennium Copyright Act (DMCA) and Client will be responsible to the Artist for any penalties and awards available under that statute, and intellectual property rights under both state and federal law;

Creation: The manner and method of creating any Image or producing Content is solely at the discretion of Hive 180 and the Client has no right to control Hive 180’s manner and method of performance under this Agreement;

Hive 180 will use their best efforts to: (a) ensure that Content and Images conform to Client’s specifications; and (b) submit all Content and Images to Client in agreed upon quality per the invoice;

Delivery: Hive 180 may select delivery of photographs or other Content in JPEG, TIFF, PNG, or other standard format, at a resolution that Hive 180 determines will be suitable for the Images and Content as licensed;

It is the Client’s responsibility to verify that the Images and Content are suitable for reproduction and that if the Images are not deemed suitable, to notify Hive 180 with five (5) business days or forfeit any claims against Hive 180 for legal action;

Hive 180’s sole obligation will be to replace the Images and Content at a suitable resolution but in no event will Hive 180 be liable for poor reproduction quality, delays, or consequential damages;

Unless otherwise specifically provided, Artist is not responsible to provide Images or Content 1) larger than 5”x7” at 300 dpi or 2) in a format higher than 8-bit or in RAW format 3) native files or code 4) server level access (cPanel/FTP);

Hive 180 has no obligation to 1) retain or archive any Images or Content delivered to Client 2) alert Client regarding reasonable interruptions to hosting 3) export server content of emails, media, files or other stored data not created by Hive 180;

Fees: All fees and expenses payable under this agreement are required at the time of delivery of the Images and Content and payable irrespective of whether Client makes actual use of the Images or Content;

If full payment has not been received within thirty (30) days all rights are revoked at Hive 180’s discretion. In the event rights are revoked, all images and Content in the possession of Client will be removed from all forms of media and permanently destroyed within ten (10) days after receipt of CEASE and DESIST letter from Hive 180 or their agent;

Client shall provide Hive 180 with written statement that all images have been removed and destroyed within an additional (3) days.

Cancellation: If Client cancellation of this Agreement prior to 1) Stated delivery date on the Client Invoice or 2) within one (1) month of this agreement, Client will pay any expenses incurred and a twenty-five (25)% cancellation fee. For Client cancellation within two (2) days of the delivery date, Client is responsible for 100% of the fee and any expenses incurred;

Abandonment: Client agrees to communicate with Hive 180 regarding their project(s) and timely respond to Hive 180 inquiries regarding the project(s). A client’s project shall be deemed abandoned without communication for 90 days, unless otherwise agreed upon in writing. All abandoned projects shall be billed and collectable in full projects.

No Exclusivity: This Agreement does not create an exclusive relationship between the parties;

Client is free to engage others to perform services of the same or similar nature to those provided by Hive 180, and Hive 180 shall be entitled to offer and provide services to others, solicit other clients and otherwise advertise the services offered by Client or Hive 180;

Transfer and Assignment: Client may not assign or transfer this agreement or any rights granted under it;

No amendment or waiver of any terms is binding unless in writing;

Indemnification: Client will indemnify and defend Hive 180 against all claims, liability, damages, costs, and expenses, including reasonable legal fees and expenses, arising out of the creation or any use of the Images, Content or materials furnished by Client or to Client;

It is the Client’s responsibility to obtain the necessary image reproduction, model or property releases and ensure they are in full effect and in force;

General Law/Arbitration: This Agreement sets forth the entire understanding of the parties, and supersedes all prior agreements between the parties. This Agreement shall be governed, interpreted and enforced in accordance with the laws of the State of Colorado. Any claim or litigation arising out of this Agreement or its performance may be commenced only in courts physically located in Routt county Colorado, and the parties hereby consent to the personal jurisdiction of such courts. In the event of any litigation arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its attorneys’ fees incurred in the litigation. If parties are unable to resolve the dispute, either party may request mediation and/or binding arbitration in a forum mutually agreed to by the parties.

Severability: If one or more of the provisions in the Agreement is found invalid, illegal or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected. Any such provisions will be revised as required to make them enforceable.

Waiver: No action of either party, other than in writing agreed to by the parties, may be construed to waive any provision of this Agreement and a single or partial exercise by either party of any such action will not preclude further exercise of other rights or remedies in this Agreement.