BACKGROUND:

  1. The Client is of the opinion that the Contractor has the necessary qualifications, experience, and abilities to provide services to The Client.
  2. The Contractor is agreeable to providing such services to The Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the “Party” and collectively the “Parties” to this Agreement) agree as follows:

Services Provided

  1. The Client hereby agrees to engage the Contractor to provide the Client with one or more of the following services (the “Services”):
  •    Assist the Client with the selection of the image sourced from a third-party provider.
  •    Prepare and meet the minimum requirements of the surface where the image(s) will be printed.
  •    Print chosen image directly on the agreed surface by using our company’s specialized Wall Printer.
  •    Apply special protective coating to the printed mural.
  1. The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.

Terms of Agreement.

  1. The terms of this Agreement (the “Terms”) will begin on the date of signing this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended with the written consent of the Parties.
  2. In the event that either Party wishes to terminate this Agreement prior to the completion of the Services, that Party will be required to provide five (5) days written notice to the other Party.

Performance

  1. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

Compensation

  1. The Contractor will charge The Client a flat fee as detailed on the invoice for the Services (the “Compensation”).
  2. A non-refundable deposit agreed on the invoice (the “Deposit”) will be payable by the Client as details in the invoice or at least five (5) days before the commencement of the agreed services.
  3. For the remaining amount, the payment should be completed before the commencement of the agreed services. 
  1. The Compensation as stated in this Agreement does not include sales tax or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation.

Confidentiality

  1. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
  2. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any confidential information which the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.
  3. All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.

Ownership of Intellectual Property

  1. The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client, except for business promoting and marketing material. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.
  2. The Client agrees to allow the Contractor to use Printed Mural photos and videos as business references and for promotional purposes, which includes but is not limited to marketing material and social media.

Return of Property

  1. In the event that this Agreement is terminated by the Client prior to completion of the Services, the Contractor will be entitled to recovery from the site or premises where the Services were carried out, of any materials or equipment which is the property of the Contractor or, where agreed between the Parties, to compensation in lieu of recovery.

Capacity/Independent Contractor

  1. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for the agreed service(s).  The Client is not required to pay or make any contributions to, any social security, (except for the applied sales tax), unemployment compensation, workers’ compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term.  The Contractor is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under
  1. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following e-mail addresses: The Client:  The Email provided in Muralify’s records   –   Muralify LLC: info@muralify.com

or through other means as The Contractor may from time to time notify The Client, and will be deemed to be properly delivered immediately upon being served.

Indemnification

  1. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, The Client agrees to indemnify and hold harmless the Contractor, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

Client Responsibilities

  1. To provide a printing location and a flat horizontal surface that is suitable to be printed on by the contractor’s machine, unless otherwise agreed.
  2. To provide full access to the printing location during the inspection, preparations and printing times and as required by the contractor to perform the required
  3. To provide full deposit and payments in accordance with the Compensation clauses of this agreement or at the agreed time and method of payment with no delay.
  4. To provide the image to be printed. Minimum requirements must be met and will depend on the size of the murals to be printed.
  5. To hold the copyright and/or permissions for the image file to be printed. The Client will be held responsible and liable for providing any inaccurate, not completed and false information or claims on such provided file.
  6. To prepare the wall and/or printing surface as per the minimum requirements unless agreed otherwise. The surface to be printed must allow the absorption of the special ink used by the Wall Printer.
  7. To protect any physical objects that might be located at the printing location. Such protection can be made by removing the items and storing them in a secure location or far from the movement of the contract team. The Client may also request assistance from the contractor’s team, however, Muralify LLC and its team members will not be liable for any loses or damages caused by their assistance.
  8. To notify the contractor of any changes in schedule in a timely manner.

Contractor Responsibilities

  1. To ensure that all team members behave, act courteous and practice good manners in the locations where the services will be provided.
  2. To perform and deliver the agreed services at the set dates and times unless a new agreement has been reached.
  3. To deliver the completed job with the best possible quality.
  4. To notify The Client of any changes to the work schedule in a timely manner.

Other Terms

The Client confirms that he/she understands that:

  1. The colors on the final print will depend on the color of the background onto which the image will be printed.
  2. Since the Wall Printer prints directly on surfaces, the result will depend on the printed surface texture and may vary between smooth to heavily textured surfaces.
  3. The final printed mural should be treated as an art; therefore, if cleaning is necessary, it will need to be cleaned carefully and according to the discussed guidelines and instructions provided at the time of completing the job, and this might vary depending on the location, surface, and art type.
  4. The Ink and Printing Materials used for printing are classified as safe, however, if the Client or any person and/or entity present at the printing site develops an allergic reaction to the used ink and/or other materials, it is the Client’s sole responsibility to inform us immediately in order to stop the job. If such allergy appears after the work has been done, we will remove the printed job upon the Client’s request. Removing a job done might be associated with a cost to the client and will fall under the terms of this agreement. This clause will survive the termination of this Agreement.
  5. If a job is to be carried in special facilities, including but not limited to hospitals, clinics, educational institutions, etc., it is their full responsibility to consult with their safety team or consultants prior to the use of our service Failure to do so, will not hold Muralify LLC., its directors, employees, agents or any associated person liable for any issues caused because of such failure.
  6. Due to the technical requirements of printers, images will have to be converted to CMYK color mode. Converting images to CMYK color mode may slightly affect the colors on the original images.

Copyrights and Limitation of Liability

  1. For all the images, the Client submits for printing or processing, the Client warrants and confirms that he/she owns any applicable trademark and/or copyright or have permission to copy the image(s), and that the image(s) do not infringe upon any existing trademark, copyright or other proprietary rights. This clause will survive the termination of this Agreement.
  2. The Client confirms and admits that the contractor will not have all the means to verify such ownership or permissions, and will not be held responsible, liable or prosecuted for any false claims and information provided by the Client. This clause will survive the termination of this Agreement.
  3. The Client agrees to indemnify, defend and hold Muralify LLC. harmless from and against any and all claims, demands, suits, damages, losses, costs and expenses (including but not limited to attorney’s fees and legal expenses) that arise directly or indirectly from: (a) Your breach of any provision of this Agreement; (b) any allegation that any Materials the Client provided for printing or processing constitute Infringing Materials, including but not limited to claims of infringement of trademark, copyright or other property of personal right, or claims of plagiarism, libel, obscenity, invasion of privacy, or any other unlawfulness based upon, arising out of or pertaining to the Materials; (c) any of The Client’s activities conducted in connection with the creation, printing or distribution of the Materials submitted for printing or processing. This clause will survive the termination of this Agreement.
  4. Upon reasonable notice to the Client of any claim, demand or suit which may involve the matters subject to this Agreement, the Client agrees to timely and fully cooperate in the defense thereof. This clause will survive the termination of this Agreement.

Modification of Agreement

  1. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.

Time of the Essence

       43.  Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

Assignment

       44. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior notification to the Client

Entire Agreement

  1. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

Enurement

  1. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

Titles/Headings

  1. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

Gender

  1. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

Governing Law

           49. This Agreement will be governed by and construed in accordance with the laws of the State of Florida.

Severability

  1. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

Waiver

  1. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

Termination

  1. This contract is deemed terminated upon delivery of the agreed services, cancellation by either party in accordance with this agreement.
  2. This contract will be terminated if the Client breaches any parts or the whole of this agreement. The Contractor will notify the client of such breach in a timely manner and through the agreed communication channels. If this contract is terminated due to a  breach of the agreement, the Contractor has the right to keep any advance payments that have been made and to bill the client for any costs of work done not covered by the Deposit as well as any extra costs as a result of such breach. In addition to this, further legal implications might incur due to the breach.
  3. If the Contractor deems that the agreed services under this agreement are impossible to be delivered, the Contractor has the right to cancel this agreement by notifying the Client and returning any advanced payments, including any charges incurred. However, such cancellation will not deem the Contractor liable for any charges, penalties, interests, insurance or any other financial liabilities and legal implications.  
  4. The services provided under this agreement, invoiced amount and the advance payments are as detailed on the invoice.
  5. This agreement is effective and deems agreed and accepted by the client after making the down payment to Murlify LLC, no other signatures or acceptance is required.