GENERAL CONTRACT CONDITIONS FOR THE PROVISION OF JARABE CREATIVO’S SERVICES

I. THE PARTS:

These General Contract Conditions apply to the provision of the services offered on the website ysmayilc1.sg-host.com and its subdomains, from now on JARABE CREATIVO represented, by YSMAYIL CASTILLO SUÁREZ with identification document DNI 42343940C, of legal age, married, domiciled in Santa Cruz de Tenerife, Spain.

On the other hand, the representative of the company from now on the CLIENT. Both parties recognize each other and have sufficient legal capacity to grant this service Agreement.

II. SUBJECT MATTER OF THE AGREEMENT:

JARABE CREATIVO undertakes to provide its services (the “Services”) detailed in Annex 1 of this agreement (the “Quotation”). The Services will be delivered in the phases detailed in the Quotation and will be carried out in accordance with the requirements established in this Agreement and the
Quotation.

III. DATES AND DEADLINES:

Delivery times are described in the Quotation. The duration is estimated and is based on the execution time of the design without taking into account the time elapsed between each delivery and the CLIENT’s feedback.

IV. REMUNERATION:

To start the service, an advance of 50% of the total amount of the Quotation (the “Advance Payment”) must be made. The remaining 50% of the total will be paid after the approval of the designs for the subsequent delivery of the Final Deliverables and materials as specified in the Quotation. Sketches and any non-quoted or non-approved designs are not part of the Work Results. The official start date begins on the third business day after the Advance is made effective.

As detailed in the Quotation, the prices quoted there do not include images, the CLIENT product photos, additional illustrations, and text redaction or corrections. If the amount of requested changes exceeds the number of changes agreed in the Quotation, if any variation is added or additional services are needed that are not part of the Quotation, the work time of JARABE CREATIVO would be increased and additional costs could apply. In this case, the CLIENT will be notified first of the additional cost and a new Quote will be sent with the additional cost to be approved by the CLIENT.

V. INVOICING AND MODE OF PAYMENT:

Upon signing of the Agreement, JARABE CREATIVO will provide the CLIENT with a proforma invoice which states the required advance payment as agreed in. The advance payment will be payable after receipt of this proforma invoice.

JARABE CREATIVO will make a final invoice for the complete Service after the CLIENT’s acceptance of the final results of the Services delivered. JARABE CREATIVO shall issue the invoice to the name and address of the CLIENT as stated at the beginning of this agreement. Invoices and proforma invoices are payable within 5 days after they were received by the CLIENT by transfer to the EU.

VI. TRANSFER OF OWNERSHIP AND RIGHTS OF USE:

JARABE CREATIVO will irrevocably and unconditionally transfer the exclusive right to use or transfer the Work Results without temporary restrictions or restrictions in terms of location or content to the CLIENT. This right to use the Work Results will be transferred from JARABE CREATIVO to the CLIENT at the time of full payment of the amount agreed on the Quotation.

The right of use can be exercised an unlimited number of times and will include all known and future types of use, in particular the right to reproduce the Results of the work, disseminate them in physical or electronic form, make them available to the public, make them available for Access online or transmit them over long-distance lines or using wireless technology.

VII. BRIEFCASE:

The CLIENT hereby grants JARABE CREATIVO the right to use and display the name of the CLIENT’s brand and designs made by JARABE CREATIVO and its Independents as part of its portfolio, and in any number of galleries and portfolios, as well as in printed literature Including, but not limited to: books, catalogs, brochures, and magazines, the use of any other work result within the scope of this agreement as reference material. JARABE CREATIVO may exercise this right when the result of the work is either public or when 1 year has elapsed since its delivery.

VIII. CHANGES:

Unless otherwise provided in the Quotation, and except as otherwise provided for herein, the CLIENT shall pay additional charges for changes requested which are outside the scope of the Services agreed in the Quotation. Such charges shall be in addition to all other amounts payable under the Quotation, despite any maximum budget, Agreement price or final price identified therein.

JARABE CREATIVO may extend or modify any delivery schedule or deadlines in the Quotation and Deliverables as may be required by such Changes.

IX. CLIENT RESPONSIBILITIES:

JARABE CREATIVO will prioritize the performance of the Services as may be necessary or as identified in the Quotation and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Quotation.

The CLIENT agrees to review Deliverables within the time identified for such reviews and to promptly either, (I) approve the Deliverables in writing or (II) provide written comments and/or corrections sufficient to identify the CLIENT’s concerns, objections or corrections to JARABE CREATIVO.

The CLIENT acknowledges and agrees that JARABE CREATIVO’s ability to meet any and all schedules is dependent upon the CLIENT’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Quotation and that any delays in the CLIENT’s performance or Changes in the Services or Deliverables requested by the CLIENT may delay delivery of the Deliverables. Any such delay caused by the CLIENT shall not constitute a breach of any term, condition or JARABE CREATIVO’s obligations under this Agreement.

The CLIENT acknowledges that he/she shall be responsible for performing the following in a reasonable and timely manner: (a) coordination of any decision-making with parties other than the JARABE CREATIVO; (b) provision of the CLIENT Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Quotation; (c) final proofreading and in the event that the CLIENT has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, the CLIENT shall incur the cost of correcting such errors; and (d) ensuring that all information and claims comprising the CLIENT Content are accurate, legal and conform to applicable standards in the CLIENT’s industry.

X. CONFIDENTIAL INFORMATION:

Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any thir party, shall not use any Confidential Information except as may be necessary to perforform its obligations under the Quotation except as may be required by a court or governmental authority.

Notwithstanding the forforegoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party or is otherwise is otherwise properly received from a third party without an obligation of confidentiality.

XI. RELATIONSHIP OF THE PARTIES:

JARABE CREATIVO is independent, not an employee of the CLIENT or any company affiliated with the CLIENT. JARABE CREATIVO will provide the Services under the general direction of the CLIENT but will determine, in its sole discretion, the manner and means by which the Services are performed.

This Agreement does not create a partnership or joint venture and neither party is authorized to act as an agent or bind the other party except as expressly stated in this Agreement.

All rights, if any, granted to the CLIENT are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement.

XII. INDEPENDENT DESIGNERS:

JARABE CREATIVO may hire and/or use external designers or other service providers such as independent designer in relation to the Services (“Independent Designer”). Notwithstanding, JARABE CREATIVO shall remain fully responsible for such Independent Designers’ compliance with the various terms and conditions of this Agreement.

During the term of this Agreement, and for a period of one year after expiration or termination of this Agreement, the CLIENT agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind of basis, any Designer, employee or Independent Designer of JARABE CREATIVO, whether or not said person has been assigned to perform tasks under this Agreement.

In the event that such employment, consultation or work-for-hire occurs, the CLIENT agrees that JARABE CREATIVO shall be entitled to an agency commission to be the greater of, either (a) 25 percent of said person’s starting salary with the CLIENT, or (b) 25 percent of fees paid to said person if engaged by the CLIENT as an Independent Designer.

In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date. In the event of (b) above, payment will be due at the end of any month during which the independent designer performed services for the CLIENT. JARABE CREATIVO, in the event of nonpayment and in connection with this section, shall be entitled to seek all remedies under law and equity.

XIII. EXCLUSIVITY:

The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. The CLIENT is free to engage others to perform services of the same or similar nature to those provided by JARABE CREATIVO and JARABE CREATIVO shall be entitled to offer and provide design services to other the CLIENTs.

XIV. GUARANTEES AND CLIENT REPRESENTATIONS:

The CLIENT represents, warrants and covenants to JARABE CREATIVO that (a) the CLIENT owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the CLIENT Content, (b) the CLIENT Content is accurate, legal, conforms to ethical standards of the CLIENT’s industry, does not infringe the rights of any third party, and use of the CLIENT Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties.

The CLIENT shall have sole responsibility for ensuring that Trademarks do not infringe the rights of third parties, and the CLIENT shall indemnify, save and hold harmless JARABE CREATIVO 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 the CLIENT’s failure to obtain trademark clearance or permissions, for use of Trademarks.

The CLIENT Content, including pre-existing Trademarks, shall remain the sole property of the CLIENT or its respective suppliers, and the CLIENT or its suppliers shall be the sole owner of all trademark, trade secrets, patents, Copyrights, and other rights in connection therewith.

The CLIENT hereby grants to JARABE CREATIVO a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the CLIENT Content solely in connection with JARABE CREATIVO’s performance of the Services and promotional uses of the Deliverables as authorized in this Agreement.

JARABE CREATIVO shall inform the CLIENT of all Third Party Materials to be used by JARABE CREATIVO that the CLIENT may need to license at the CLIENT’s own expense, and unless otherwise arranged by the CLIENT, JARABE CREATIVO or the CLIENT shall obtain a license for the use of the Third Party Materials consistent with the usage rights granted herein.

The CLIENT shall indemnify, save and hold harmless JARABE CREATIVO from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of the CLIENT’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the Final Works
at the CLIENT’s request.

XV. GUARANTEES AND REPRESENTATIONS JARABE CREATIVO:

JARABE CREATIVO will provide the Services identified in the Agreement in a professional in accordance with all reasonable professional standards for such services.

(b) JARABE CREATIVO further represents, warrants the CLIENT that (i) except for Third Party Materials and the CLIENT Content, the Final Deliverables shall be the original work of JARABE CREATIVO and/or its independent designers, (ii) in the event that the Final Deliverables include the work of independent designers commissioned for the Project by JARABE CREATIVO, JARABE CREATIVO must have secure agreements that grant all rights, title, and interest in and to the Final Deliverables sufficient for JARABE CREATIVO to grant the intellectual property rights provided in this Agreement, and (iii) to the best of JARABE CREATIVO’s knowledge, the Final Works provided by JARABE CREATIVO does not infringe the rights of any party, and use of same in connection with the Project will not violate the rights of any third parties.

In the event the CLIENT or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Quotation or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of JARABE CREATIVO shall be void.

(c) Except for the express representations and warranties stated in this Agreement, JARABE CREATIVO makes no warranties whatsoever. JARABE CREATIVO explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the Project.

XVI. INDEMNIFICATION/LIABILITY:

The CLIENT agrees to indemnify, save and hold harmless JARABE CREATIVO from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of the CLIENT’s responsibilities or obligations, representations or warranties under this Agreement.

Under such circumstances JARABE CREATIVO shall promptly notify the CLIENT in writing of any claim or suit; (a) the CLIENT has sole control of the defense and all related settlement negotiations; and (b) JARABE CREATIVO provides the CLIENT with commercially reasonable assistance, information and authority necessary to perform the CLIENT’s obligations under this
section. The CLIENT will reimburse the reasonable out-of-pocket expenses incurred by JARABE CREATIVO in providing such assistance.

Subject to the terms, conditions, express representations and warranties provided in this Agreement, agrees to indemnify, save and hold harmless the CLIENT from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with JARABE CREATIVO’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of the CLIENT provided that (a) the CLIENT promptly notifies JARABE CREATIVO in writing of the claim; (b) JARABE CREATIVO shall have sole control of the defense and all related settlement negotiations; and (c) the CLIENT shall provide JARABE CREATIVO with the assistance, information and authority necessary to perform JARABE CREATIVO’s obligations under this section.

Notwithstanding the foregoing, JARABE CREATIVO shall have no obligation to defend or otherwise indemnify the CLIENT for any claim or adverse finding of fact arising out of or due to the CLIENT Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by JARABE CREATIVO.

The indemnifying party may not enter into any settlement agreement without the indemnified party’s written consent.

In all circumstances, the maximum liability of JARABE CREATIVO, its directors, officers, employees, design agents and affiliates, to the CLIENT for damages for any and all causes whatsoever, and the CLIENT’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of the Quotation of this Agreement of JARABE CREATIVO.

In no event shall JARABE CREATIVO be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by JARABE CREATIVO, even if JARABE CREATIVO has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.

XVII. TERM AND TERMINATION:

This Agreement will begin on the effective date and will remain in effect until the Services are completed and delivered.

This Agreement may be terminated for convenience at any time by either party, effective immediately after notification, or by mutual agreement of the parties, or by cause if either party: (a) declares insolvent, files a petition in bankruptcy, it makes an assignment for the benefit of its creditors; or (b) breach any of its responsibilities or material obligations under this Agreement, breach that is not remedied within ten (10) days after receipt of written notification of such breach.

In the event of termination, JARABE CREATIVO shall be compensated for the Services performed through the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for work performed by JARABE CREATIVO or Designer’s agents as of the date of termination, whichever is greater; and the CLIENT shallpay all Expenses, fees, out of pockets, together with any Additional Costs incurred through and up to, the date of cancellation.

In the event of termination for convenience of the CLIENT, the CLIENT shall pay in addition to the above an early termination fee equal to 25% of the total project fee, Schedule shall not be effective, and the CLIENT shall not have rights to use Deliverables except upon written consent from JARABE CREATIVO provided after such termination.

In the event of termination for convenience of JARABE CREATIVO or for cause by the CLIENT, and upon full payment of compensation as provided herein, JARABE CREATIVO grants to the CLIENT such right and title as provided for in Schedule of this Agreement with respect to those Deliverables provided to, and accepted by the CLIENT as of the date of termination.

XVIII. GENERAL:

No assignment. Neither party may assign, either in writing or orally, or encumber its rights or obligations under this Agreement or allow them to be transferred, assigned or encumbered by law or otherwise, without the prior written consent of the other party, except as part of a transfer or sale of the entire business of the transferor or part thereof related to the Project.

Force Majeure. Shall not be deemed in breach of this Agreement if JARABE CREATIVO is unable to complete the Services or any portion thereof by reason of fire, earthquake, flood, hurricane or other severe weather, labor dispute, act of war, terrorism, riot or other severe civil disturbance, death, illness or incapacity of Designer or any local, state, federal, national or international law, governmental order or regulation or any other event beyond JARABE CREATIVO’s control (collectively, “Force Majeure Event”).

Upon occurrence of any Force Majeure Event, JARABE CREATIVO shall give notice to the CLIENT of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.

Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.

Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.

XIX. DATA PROTECTION:

JARABE CREATIVO guarantees that all data that has been obtained from public access sources and/or personal data freely and voluntarily provided by the CLIENT will be treated in accordance with Spanish regulations for the Protection of Personal Data, according to Organic Law 3/2018, of December 5.

The CLIENT authorizes JARABE CREATIVO for the use and processing of personal data provided by the latter, in order to provide the contracted service. You also agree that JARABE CREATIVO treats your data for the following purposes:

Carry out general commercial actions or adapted to its profile, of the services provided by JARABE CREATIVO during or after the term of the Agreement, which may be carried out by any means of communication.
Access and process your browsing data, only to the extent and for the time necessary for the provision of the contracted services.

When the development, fulfillment and control of the contracted services necessarily implies the connection of the data processing with third-party files, these may be assigned solely and exclusively for the purpose of providing the services contracted by the CLIENT.

The CLIENT data will be stored in an automated file located on the JARABE CREATIVO’s servers, with the physical and remote security measures necessary to guarantee the security of said file, in accordance with the provisions of the Security Measures Regulation of automated files containing personal data approved by Royal Decree 1720/2007, of 21 from December.

The CLIENT has the right of access, rectification, opposition and cancellation of personal data provided to JARABE CREATIVO in accordance with current Spanish regulations on protection of personal data, which may be exercised by writing a letter to the person responsible for the file to the following email address info@jarabecreativo.com accompanied with a copy of your ID.

JARABE CREATIVO will not respond in any case of the truthfulness and updating of the data provided by the CLIENT in the development of the provision of the contracted services. Said responsibility will fall exclusively on the CLIENT himself.

XX. NOTIFICATIONS:

All notifications, requirements, requests and other communications to be made between the parties in relation to this Agreement must be made in writing and it will be understood that they have been duly made when they have been sent by email or sent by certified mail to the last address known from the other side.

XXI. LAW AND JURISDICTION:

This Agreementwill be governed and interpreted in accordance with Spanish law. The parties declare themselves competent, for any incidents that may arise from the interpretation and fulfillment of this Agreement, expressly waiving the jurisdiction that may apply to them, and submit to the Courts and Tribunals of Santa Cruz de Tenerife.

The CLIENT expressly acknowledges having read this document in its entirety, declares to understand it and agrees to be bound by its terms and stipulations fully and without reservation from the moment in which the contracting of the services provided by JARABE CREATIVO is formalized, acceptance that will be maintained as long as throughout the term of the Agreement.

These general conditions may only be modified by the legal representation of JARABE CREATIVO and always in writing, and therefore cannot be altered under any circumstances by agent or seller who claims to represent JARABE CREATIVO.