TERMS AND CONDITIONS

PLEASE ENSURE TO READ THIS CUSTOM PAGE DESIGN AGREEMENT THOROUGHLY. BY CLICKINGTHE "ACCEPT" BUTTON, YOU INDICATE YOUR CONSENT TO BE IMMEDIATELY BOUND BY THE TERMSAND CONDITIONS OF THIS AGREEMENT TO THE SAME EXTENT AS IF YOU HAD PERSONALLY SIGNEDIT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASEREFRAIN FROM CLICKING THE "ACCEPT" BUTTON. YOU ASSERT THAT YOU ARE AT LEASTEIGHTEEN (18) YEARS OLD AND LEGALLY CAPABLE OF ENTERING INTO BINDING AGREEMENTS. IFYOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR ENTITY, YOU AFFIRM THATYOU HAVE THE AUTHORITY TO LEGALLY BIND THAT COMPANY TO THE TERMS AND CONDITIONS OFTHIS AGREEMENT.

This agreement is effective as of the date that its terms are accepted (the“Effective Date”)and is between BOOSCALA OÜ (“Company”), and you, the person orentity listed on the checkout page (“Client”). Company and Client are sometimesreferred to herein collectively as “Parties” and individually as a “Party.”
A. WHEREAS, Company designs product images for use on amazon, shopify and otherplatforms.
B. WHEREAS, Client desires Company to design images for Client;
C. WHEREAS, Client shall pay Company a fixed fee for conceptualizing and creatingClient’s Designs;

Article II. Amazon Page Designs.

II.1 The Client is responsible for furnishing the Company with a completedonboarding questionnaire referred to as the "Onboarding Questionnaire" and forscheduling an initial call known as the "Kickoff Call." The purpose of the KickoffCall is to enable the Company to create the Product Page Graphic Designs, includingincorporating any images, graphics, source files and videos provided by the Client,and implementing the desired content on the Product Page. It is the soleresponsibility of the Client to supply the Company with any images, graphics, andvideos for inclusion.

In case the Client has no visual identity assets, the Company can also create newbranding, or visual identity assets. The specific services offered by the Companyare detailed in the attached Schedule A, which is included in this agreement byreference.

II.2 Draft Designs: The Company will create a Draft Designs, after reviewing theClient's Onboarding Questionnaire and engaging in consultations with the Client.

Article II.1 Milestones and Revisions

For the following Milestones the Client will review those images and may eitherapprove, reject or requesting up to two (2) rounds of revisions per Milestone.

1st Milestone - Amazon Listing Images & 3D Rendering:

The Company will create and design two (2) Amazon Main Images, seven (8) AmazonListing Images and a 3D Rendering of the Product which the company will use for alldesigns and for the Amazon 360 View Degree Images.

2nd Milestone - Amazon Premium A+ Content Design:

The Company will design Amazon Images for all seven (7) Amazon Premium A+ Modules.Desktop and Mobile Version.

3rd Milestone - Amazon Brand Story Design:

The Company will design Amazon Brand Story for eight (8) up to fifteen (15) AmazonBrand Story Modules.

4th Milestone - Amazon Brand Store Page Design:

The Company will design one (1) Amazon Store Page design for eight (10) up tofifteen (15) Amazon Brand Story Modules. Including the Header Section.

5th Milestone - Sponsored Brand Images, Product Insert Flyer and Visual Identity:

The Company will design two (2) Amazon Sponsored Brand Images, one (1) ProductInsert Flyer and one (1) Page of visual identity.

6th Milestone - Done For You Solution:

The Client can choose if the Company should upload all Amazon Listing Images,Premium A+ Content, Brand Story, Store Page and 360 View Images. In case theCompany uploads the images in the name of the Client, the company will need certainpermissions in the clients amazon seller central account.

The Images will not be finalized as a "Final Design" unless both parties providewritten agreement. In the event that the Client requests further revisions to theDesigns, the Company may assist the Client in creating additional Designs, whichwill incur a compensation charge of two hundred dollars ($200.00) per hour for theCompany's efforts in creating these "Additional Designs."

Article II.2 Creation & Development

II.2.1 Projectmanagement: Both parties understand that the Client's involvement inevery step of creating the Amazon Designs is important. So, the Company will do itsbest to finish the project on time, but it depends on the Client giving feedbackquickly. If the Client doesn't provide feedback or materials when needed, it mightcause delays. If the Client doesn't say whether they approve or disapprove ofsomething the Company sends within ten (10) business days, the project will beconsidered finished, and the Company won't have to do any more work for it.

II.2.2 Additional Designing Time: If both parties decide that the Company shouldcreate more draft versions of the Landing Page (Additional Draft Pages) because ofchanges the Client wants, it will take extra time. This means the schedule for whenthe Landing Page will be finished will be pushed back by the same amount of time.If these changes are needed for the Company to keep working on the project, and noother coding can happen in the meantime, the schedule will also be pushed back bythe time it takes for both parties to agree on these changes, from when they'refirst suggested to when both parties say yes to them.

II.2.3 Company Not Responsible for Delays: The delays mentioned in section 2.2.bwon't lead to any fines, penalties, or other charges against the Company during theextra time for development.

II.2.4 Changes After Approval: If the Client has given the green light or hasn'tgiven any feedback within two (2) business days after the Company finishes a draftversion of the page, any changes the Client wants and the Company agrees to willcost two hundred dollars ($200.00) per hour. The project's timeline and deadlineswill be pushed back to fit in these changes as well.

II.2.5 Deliverables Images and 3D Render: When the Company delivers the Client'sFinal Amazon Designs, it means they will upload all images in .jpg and the 3DRender source files into one google drive folder ready for download.

II.2.6 Deliverable Source Files: In order to maintain the confidentiality of ourproprietary workflows and development methods embedded within the source files, theCompany has made the decision not to provide access to the source files associatedwith the images used in this project. This measure is taken to protect ourintellectual property and to ensure the security of our unique processes andtechniques. But certainly, for an additional cost, the Company can provide thesource files along with the deliverables, allowing you to have access to theunderlying design elements and assets used in the project.

II.2.7 Fees and Payment. Client agrees to pay to Company the total amount stated onthe checkout page of Company’s website that linked to this Agreement or invoicedamount for any and all work performed by Company between the time of Client’ssubmission of the Onboarding Questionnaire to Company and until the time ofcompletion of the Final Design (the “Fee”). Payment is due contemporaneously withClient’s execution of this Agreement and shall be considered payment earned uponreceipt and non-refundable as of the Effective Date. The Fee is not considerationfor any other services provided by Company to Client, and additional fees shall bepaid by Client to Company for other services.

Article II.3 Companies retain rights:

II.3.1 Company's Design & Work: Both parties acknowledge that the Company's work onthe Designs, was specially requested by the Client. To the extent allowed by thelaw, it's considered a "work made for hire," and the Client is seen as the solecreator and owner of the Designs, it's content, and anything related to it, exceptfor the source files.

If, by law, the Design Pages isn't seen as a "work made for hire," then the Companypermanently and exclusively hands over all rights to the Client for everythingrelated to the Designs, except for the company's source files. This includes rightsin all forms and media.

Additionally, in case the Client pays additional fee's for the source file, theCompany also permanently and non-exclusively allows the Client to reproduce thecompany's source files, make new versions of it, and publicly show it or performit.

II.3.2 Preliminary Materials: Notwithstanding anything set forth herein to thecontrary, any Draft Pages or other Company work product other than the Final Designshall remain the property of Company.

Article II.4 Client's retain rights:

Client-Created Items: The Client will be considered as the creator and owner of thefollowing:

II.4.1 The Client's 3D Rendering Source File and their images.

II.4.2 The Client's Design Images, any graphics or data given by the Client thatare used in the Design or anything related to it.

II.4.3 Stock Images: The company uses licensed images from Freepik andShutterstock, and the Company will provide these images to the Client.
Additionally, all rights to these images are transferred to the client.

Article III. Warranties:

Company confirms and assures the following:

III.1 Company's Authority to Agree: The Company has the legal right to enter intothis Agreement and to provide the rights as described within it.

III.2 Honest Performance by Company: The Company will sincerely and faithfullyfollow the terms of this Agreement.

III.3 Landing Page Design:

III.3.1 Company as the Sole Creator: The Company is the only one responsible forcreating any Designs, except for graphics and data provided by the Client. TheCompany's work and this agreement will not harm or violate the IntellectualProperty Rights of others.

III.3.2 Amazon Compatibility: The Design will be created in a skilled andprofessional manner, and it will work correctly with the amazon image sizerequirements.

Article IV. Disclaimers:

IV.1 Warranty Disclaimer: The goods and services provided by the Company are given"AS IS," without any warranty to the Client or any third party. This includes, butis not limited to, any explicit or implied warranties related to:

  1. The quality or marketability of the final design.
  2. Whether it is suitable for a particular purpose or for the Client's specificneeds.
  3. Efforts made to achieve a particular purpose.
  4. The quality of the work.
  5. The accuracy of the information presented.
  6. Non-infringement of any rights.
  7. Peaceful use.
  8. Ownership.
  9. Marketability.
  10. Profitability.
  11. Suitability.
  12. Any other warranties typically arising from the way work is done, pastdealings, or industry practices.

The Client agrees that any attempts by the Company to modify its goods or servicesshould not be considered as giving up on these limitations. Additionally, anywarranties provided by the Company should not be seen as having failed in theirmain purpose.

To make it clear, the Company doesn't guarantee or promise anything about howprofitable or effective the Final Design or the Client's product or design pagewill be.

IV.2 Restriction of Liability: The Client acknowledges that the Company won't beresponsible for any:

  • Loss of profits.
  • Disruption of business operations.
  • Direct, indirect, incidental, or consequential damages of any kind, whethermentioned in this Agreement or not, even if the Company was told about thepossibility of such damages or acted with gross negligence.

Any changes made to the Client's Designs, website or product page by the Client orany third party will cancel out any remaining explicit or implied warranties. Insome places, the law doesn't allow excluding or restricting liability forconsequential or incidental damages. Therefore, in those locations, the Company'sliability is limited to the maximum extent permitted by the law.

IV.3 Company's Exemption from Responsibility for Delays or Failures: The Companywon't be held responsible for delays or failures in providing goods or services asmentioned in this Agreement, if these delays or failures on the part of the Companyare caused by:

(a) Acts of God or hostile actions by an enemy;
(b) Actions taken by the United States, UK, Germany or any state or localgovernment;
(c) Natural events like fires, extreme weather conditions, floods, earthquakes,disasters, explosions, or other major incidents;
(d) Trade restrictions, epidemics, pandemics, or quarantine orders;
(e) Shortages of supplies, labor strikes, work slow-downs, disputes with workers,or any type of labor stoppage;
(f) Delays caused by suppliers or transportation problems for any reason;
(g) Situations that are beyond the Company's control when providing goods orservices, including but not limited to, equipment breakdowns or failures, or delayscaused by the Client not reporting issues or providing necessary information ormaterials promptly.

By accepting the delivery of goods or services, the Client agrees to release andwaive any claims for damages, discounts, or other liabilities against the Companydue to delays.

IV.4 Third-Party Transactions at Client's Risk: The Company does not provide anyclear or implied warranties, assurances, or approvals to the Client or any thirdparty concerning any information, products, or services received or contracted forover the Internet through the Company. This includes, but is not limited to,assurances of:

  1. Quality or marketability.
  2. Suitability for a specific purpose.
  3. Effort made to achieve a particular goal.
  4. Overall quality.
  5. Accuracy.
  6. Non-violation of rights.
  7. Peaceful enjoyment.
  8. Ownership.

The Company won't be responsible for any expenses or damages, whether directly orindirectly, resulting from transactions involving third-party information,products, or services. In some places, the law doesn't allow excluding orrestricting liability for consequential or incidental damages. Therefore, in thoselocations, the Company's liability is limited to the maximum extent permitted bythe law.

IV.5 Downloading Data or Files at Client's Risk: The Parties explicitly acknowledgethat the Company cannot and does not provide any guarantee or warranty regardingthe absence of infection, viruses, worms, Trojan horses, or other code withcontaminating or destructive properties in files available for download through theCompany. The Client agrees that they bear exclusive responsibility for establishingadequate procedures to meet their specific data input and output accuracyrequirements, as well as for maintaining an external means, separate from theCompany, for the recovery of any lost data.

The Parties also explicitly acknowledge that the Internet contains uneditedcontent, some of which may be unlawful, indecent, or offensive to the Client. TheClient's access to such content is undertaken entirely at the Client's sole risk.

Article V. Termination:

V.1. Termination by Company:

(a) Termination Without Cause: The Company maintains the right to, and the Clientacknowledges that the Company may, terminate any and all services to the Clientwithout specifying a reason, providing seven (7) days' notice.

(b) Termination for Cause: The Company retains the right to, and the Client agreesthat the Company may, discontinue this Agreement and cease providing all servicesto the Client instantly, and without prior notice, if the Client fails to meet anysubstantial obligation outlined in this Agreement.

V.2. Rights After Termination:(a) Outstanding Fees for the Company: Following termination by any party for anycause, the Company retains the entitlement to collect all outstanding charges thatthe Client owes to the Company up to the date of termination. The Clientacknowledges and agrees to waive any right it may have to offset fees owed to theCompany.

(b) Ongoing Client Indemnification: The Client's obligation to indemnify theCompany as described in Article VII below will remain in effect even after thetermination of this Agreement.

Article VI. Confidentiality, Privacy, Security, Non-Competition and NonSolicitation.

VI. Confidentiality:

V1.1.1 The Parties recognize that they will have access to valuable trade secretsand other confidential information ("Confidential Information") owned by thedisclosing Party. Both Parties acknowledge that they are receiving ConfidentialInformation under strict confidentiality conditions. They agree not to discloseConfidential Information to any third party during the term of this Agreement andfor a period of two (2) years after the Agreement ends. However, the Parties mayshare Confidential Information with their employees who need to know it to fulfilltheir obligations under this Agreement. They commit to keeping ConfidentialInformation strictly confidential and using it solely for the purpose of fulfillingtheir obligations under this Agreement, without using it for their own benefit orthat of any third party. The receiving Party will handle Confidential Informationwith a level of care and protection at least equal to how it treats its own similarproprietary and confidential information, but in any case, no less than reasonablecare and protection.

V1.1.2 The Parties also agree not to use each other's Confidential Information inways prohibited by applicable laws, rules, regulations, codes, policies, orprocedures. They will make their agents and employees aware of and require them toadhere to applicable data privacy laws, rules, regulations, codes, policies, orprocedures. Additionally, they will maintain physical, electronic, and proceduralsafeguards reasonably designed to keep Confidential Information confidential,maintain its integrity, and prevent unauthorized access or use.

V1.1.3 Confidential Information does not include information that: (a) thereceiving Party already knew at the time of disclosure by the disclosing Party; (b)the receiving Party developed independently without using the disclosing Party'sConfidential Information; (c) becomes part of the public domain or becomes publiclyknown without violating this Agreement by the receiving Party; (d) is publiclydisclosed with written approval from the disclosing Party; or (e) the receivingParty lawfully acquires without any restrictions from a source with the legal rightto disclose it without breaching this Agreement by the receiving Party. Thereceiving Party bears the burden of proof to establish any of these exceptionsmentioned in this Section 6.1(c). If the receiving Party is legally compelled inany way to disclose the disclosing Party's Confidential Information, it will,unless prohibited by applicable law, promptly notify the disclosing Party inwriting of such request, allowing the disclosing Party to seek a protective orderor pursue other appropriate remedies to protect the confidentiality of itsinformation. If no protective order or other remedy is obtained, the receivingParty will only provide the portion of the Confidential Information that, based onadvice from its legal counsel, it is legally obligated to disclose.

V1.1.4 Upon the termination, cancellation, or rescission of this Agreement or uponthe disclosing Party's request at any time, the receiving Party will either (i)return and deliver all Confidential Information of the disclosing Party, includingall copies, or (ii) destroy the Confidential Information and all copies and, uponthe disclosing Party's request, confirm the destruction within one (1) month of therequest.

V1.1.5 The Parties acknowledge and agree that if there is a breach or a threat of abreach of this Article VI, the disclosing Party may not have an adequate legalremedy. Therefore, the disclosing Party is entitled to seek enforcement of any suchprovision through temporary or permanent injunctive or mandatory relief in courtwithout needing to prove damages, post a bond or other security, and withoutaffecting any other rights or remedies available under law or in equity.

Article VII. Indemnification:

The Client commits to indemnify, defend, and protect the Company, its affiliates,officers, directors, employees, subsidiaries, parent company, agents, andauthorized assigns from any and all claims, losses, liabilities, damages, expenses,and costs brought by third parties. This includes reasonable attorney's fees andcourt expenses, to the extent that these arise from:

(i) The Client's negligence or deliberate misconduct.
(ii) A significant violation of any terms in this Agreement by the Client.

In the event of a claim, the Company will promptly notify the Client, grantingcomplete control over the defense and resolution of the claim to the Client. TheCompany will also reasonably cooperate with the Client, its insurance provider, andits legal advisors in addressing such claim(s), at the Client's expense. The Clientis not allowed to settle any potential lawsuit covered by this provision withoutobtaining prior written approval from the Company, which should not be unreasonablywithheld, conditioned, or delayed.

Article VIII. Remedies:

If one Party doesn't immediately pursue a remedy for a breach of any duty outlinedin this Agreement by the other Party, it does not mean the non-breaching Partyforfeits the right to seek a remedy for any future breaches.

Article IX. Governing law and jurisdiction:

This Agreement will be governed by the laws of the country of Estonia and EuropeanUnion Law, regardless of its conflict of laws principles. The Parties mutuallyconsent that any legal action arising from this Agreement will be filed exclusivelyin a state or federal court situated in Estonia. Both Parties hereby agree to thesole jurisdiction and location of such a court. The rights and remedies provided tothe Parties in this Agreement are not the only ones available to them under the lawor other contracts.

Article X. Entire Agreement:

This Agreement replaces any and all previous agreements, whether spoken,electronic, or written, concerning the subjects discussed herein. It comprises allthe promises and understandings between the Parties on these matters. Any changesor modifications to this Agreement must be made in writing and will only be validafter both Parties' authorized representatives have signed it.

Article XI. Severability:

Should any part of this Agreement be deemed invalid or unenforceable for anyreason, the remaining provisions will still remain valid, unaltered, and fullyeffective.

Article XII. Relationship of the Parties:

Company and its employees, contractors, and individuals providing services onbehalf of the Client pursuant to this Agreement are considered independentcontractors, not Client's employees. Neither Party serves as an agent of the other,and neither Party has the right or authority to enter into contracts, agreements,or sales in the name of or on behalf of the other Party. Nor do they have theauthority to make representations, or assume any obligations or liabilities,whether express or implied, for the other Party. Each Party is responsible forappropriate payments, withholdings, and tax-related matters concerning itspersonnel, including salaries, benefits, incentives, and other forms ofcompensation. This Agreement, as well as the Parties' interactions, should not beconstrued as creating or implying an employment, agency, partnership, or jointventure relationship between the Parties, or between one Party and the employees oragents of the other Party.

Article XIII. Assignment:

This Agreement, along with any duties or responsibilities it entails, cannot beassigned or transferred by either Party without obtaining the prior written consentof the other Party.

Article XIV. Fees and Expenses:

In the event that one Party initiates legal action to enforce this Agreement or anyof its provisions, the Party that prevails in the legal proceedings shall have theright to recover all of its costs, expenses, and reasonable attorney fees.

Article XV. Accumulated Remedies; Enforceable Nature.

Unless stated otherwise in this Agreement, in the event of a breach by eitherParty, the non-breaching Party retains the right to pursue all available legal andequitable remedies. This Agreement will be advantageous and legally binding uponthe Parties, their successors, administrators, heirs, affiliates, and authorizedassigns.

Article XVI. ELECTRONIC ACCEPTANCE:

Upon clicking on the “Accept” or “I Agree” or "Pay now" button, Client has readand accepts the terms of this binding Agreement between Company and Client.