General Terms and Conditions

Last modified April 20, 2020

GGM, LLC (“Contractor”) shall provide its services exclusively on the basis of the following General Terms and Conditions (GTC). They shall apply to all legal relationships between the Contractor and the Client, even if they are not expressly referred to.

The version applicable at the time of conclusion of an agreement shall be relevant. Deviations from these GTC and other supplementary agreements with the Client shall only be effective if they have been confirmed by the Agency in writing.

Terms and conditions of the Client, if any, shall not be accepted, even if the Contractor knows them, unless expressly agreed otherwise in writing on a case-by-case basis. The Contractor expressly objects to GTC of the Client. No other objection of the Contractor to the Client’s GTC shall be required.

The Client shall be informed about amendments to the GTC; they shall be deemed agreed unless the Client objects to the amended GTC in writing within 14 days; in the information the Client will be expressly informed about the consequence of silence on his part.

If any provisions of these General Terms and Conditions are ineffective, the binding nature of the remaining provisions and the contracts concluded on the basis of the same shall not be affected. The ineffective provision shall be replaced by an effective provision which comes as close as possible to the meaning and purpose of the ineffective one.

The Contractor’s offers shall be subject to change without notice and non-binding.

The Contractor is free to provide services to other clients

Upon completion of the services, and expressly conditioned upon full payment of all fees and costs due, Contractor hereby grants to Client together its subsidiaries or affiliates (collectively “Client's Entities”) the exclusive, transferrable, perpetual and worldwide right and license to use, reproduce, display, and distribute copies of the Final Works in connection with Client's business including but not limit to the bulk production, distribution and display of the Client's Entities promotional materials and portfolio in any formats. The rights granted to Client include the rights to adapt, modify and create derivative works based on the final works and extract portions of the final works in connection with Client’s Entities own promotional materials and portfolio.

Upon completion of the services, and expressly conditioned upon full payment of all fees and costs due, Contractor assigns to Client all of Contractor's rights, including trademark and copyright, in and to trademarks created by Contractor Contractor shall cooperate with Client and shall execute any additional documents reasonably requested by Client to evidence such assignment. Contractor shall have sole responsibility for ensuring that trademarks do not infringe the rights of third parties, and Contractor shall indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party alleging trademark infringement, or arising out of Client's failure to obtain trademark clearance or permissions, for use of trademarks.

Client content, including pre-existing trademarks, shall remain the sole property of Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all trademark, trade secrets, patents, copyrights, and other rights in connection therewith. Client hereby grants to Contractor a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client content solely in connection with Contractor's performance of the services and promotional uses of the deliverables as authorized in the agreement.

Intellectual property rights in third party materials shall be owned by the respective third parties. Contractor shall inform Client of all third party materials to be procured by Contractor that Client may need to license at Client's own expense, and unless otherwise arranged by Client, Contractor shall obtain a license for Client to use the third party materials consistent with the usage rights granted herein.

The Contractor agrees to render all services generally and customarily performed in similar capacities in a professional and workmanlike manner in accordance with agreement and the specifications furnished by the Client. The Contractor further warrants and covenants that all services or materials conceived or furnished by Contractor under agreement will be either Contractor's own creation or fully cleared by Contractor for the Client's use, and that such material will not violate or infringe upon any rights of any nature whatsoever of any third party.

The Contractor acknowledges all information provided by Client related to its business is confidential. The Contractor agrees to treat as confidential all information of Client together with all deliverables created by Contractor based upon Client's information (collectively “Confidential Information”), not to use such Confidential Information for any purpose other than to the limited extent necessary to perform service under this Agreement and not to disclose such Confidential Information to any third Party. Without limiting the generality of the foregoing, the Contractor shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Confidential Information disclosed to it by Client, provided, however, that in no event shall such degree of care be less than reasonable in light of general industry practice.