Terms & Conditions of Work Performed by ARae Design Solutions, LLC

1. Definitions: As used herein and throughout this Agreement:

• Agreement means the entire content of this Basic Terms and Conditions document, the Proposal document(s), together with any other Supplements designated below, together with any exhibits, schedules or attachments hereto.

• Client Content means all materials, information, factual, promotional, or other advertising claims, photography, writings and other creative content provided or required by Client for use in the preparation of and/or incorporation in the Deliverables.

• Copyrights means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under U.S. Copyright Law.

• Deliverables means the services and work product specified in the Proposal to be delivered by Contractor to Client, in the form and media specified in the Proposal.

• Contractor Tools means all design tools developed and/or utilized by Contractor in performing the Services, including without limitation pre-existing and newly developed software including source code, Web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as Website design, architecture, layout, navigational and functional elements.

• Final Deliverables means the final versions of Deliverables provided by Contractor and accepted by Client.

• Final Works means all creative content developed by Contractor, or commissioned by Contractor, exclusively for the Project and incorporated in the Final Deliverables, including, but not limited to, any and all visual elements, graphic design, illustration, photography, animation, motion design, audio-visual works, sounds, typographic treatments and text, modifications to Client Content, and Contractor’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials.

• Preliminary Works means all creative content including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by Contractor and 36 Basic Terms and Conditions which may or may not be shown and or delivered to Client for consideration but do not form part of the Final Works.

• Project means the scope and purpose of the Client’s identified usage of the work product as described in the Proposal.

• Services means all services and the work product to be provided to Client by Contractor as described and otherwise further defined in the Proposal.

• Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.

• Trademarks means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of Client.

• Working Files means all underlying work product and digital files utilized by Contractor to create the Preliminary Works and Final Works other than the format comprising the Final Deliverables.

2. Proposal

The terms of the Proposal shall be effective for (30) calendar days after presentation to Client. In the event this Agreement is not executed by Client within the time identified, the Proposal, together with any related terms and conditions and deliverables, may be subject to amendment, change or substitution.

4. Changes

• General Changes. Client shall pay additional charges for requests by Client which are outside the scope of the Services on a time and materials basis, at Contractor’s standard hourly rate of $85/per hour. Such charges shall be in addition to all other amounts payable under the Proposal, despite any maximum budget, contract price or final price identified therein. Contractor may extend or modify any delivery schedule or deadlines in the Proposal and Deliverables as may be required by such Changes.

• Substantive Changes. If Client requests or instructs Changes that amount to a revision in or near excess of fifteen percent (15%) of the total workload outlined in the proposal, of the time required to produce the Deliverables, and or the value or scope of the Services, Contractor shall be entitled to submit a new and separate Proposal to Client for written approval. Work shall not begin on the revised services until a fully signed revised Proposal and, if required, any additional retainer fees are received by Contractor.

• Timing. Contractor will prioritize performance of the Services as may be necessary or as identified in the Proposal, and will undertake commercially reasonable efforts to perform the Services within the time(s) agreed upon by both parties. 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 sufficient to identify Client’s concerns, objections or corrections. Contractor shall be entitled to request written clarification thereof. Client acknowledges and agrees that Contractor’s ability to meet schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Proposal and that any delays in Client’s  performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of this Agreement by Contractor.

• Testing and Acceptance. Contractor will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to Client. Client, within five (5) business days of receipt of each Deliverable, shall notify Contractor, in writing, of any failure of such Deliverable to comply with the specifications set forth in the Proposal, or of any other objections, corrections, changes or amendments Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and Contractor will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from Client, the Deliverable shall be deemed accepted.

5. Client Responsibilities: Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner:

• coordination of any decision-making with parties other than the Contractor;

• provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables when the Contractor is unable to access or locate said content independently

• final proofreading and in the event that Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, Client shall incur the cost of correcting such errors ; and

• ensuring that all information and claims comprising Client Content are accurate, legal and conform to applicable standards in Client’s industry.

6. Attribution/Promotions: Client agrees to include in all displays or publications of the Final Works attribution in Contractor’s name in the form, size and location as incorporated by Contractor in the Deliverables, or as otherwise directed by Contractor. Contractor retains the right to reproduce, publish and display the Final Works, Deliverables, and Preliminary Works, to the extent they do not contain Client’s Confidential Information, in Contractor’s portfolios and Websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project, and, if applicable, the services provided to the other party on its Website and in other professional materials, and, if not expressly objected to, include a link to the other party’s Website.

7. 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 (“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 third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Project, except as may be required by a court or government authority. Notwithstanding the foregoing, 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 properly received from a third party without an obligation of confidentiality.

8. Relationship of the Parties

• Independent Contractor. Contractor is an independent contractor, not an employee of Client or any company affiliated with Client. Contractor shall provide the Services under the general direction of Client, but Contractor shall determine, in Contractor’s sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. All rights, if any, granted to 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.

• Design Agents. Contractor shall be permitted to engage and/or use third party designers or other service providers as independent contractors in connection with the Services (“Design Agents”). Contractor shall remain fully responsible for such Design Agents’ compliance with the various terms and conditions of this Agreement.

• No Solicitation. During the term of this Agreement, and for a period of six (6) months after expiration or termination of this Agreement, 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 employee or Design Agent of Contractor, whether or not said person has been assigned to perform tasks under this Agreement. In the event such employment, consultation or work-for-hire event occurs, Client agrees that Contractor shall be entitled to an agency commission to be the greater of either (a) 25 percent of said person’s starting salary with Client, or (b) 25 percent of fees paid to said person if engaged by Client as an independent contractor. 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 contractor performed services for Client. Contractor, in the event of nonpayment and in connection with this section, shall be entitled to seek all remedies under law and equity.

• No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between them. The Client retains the right to engage other individuals or entities to perform services of the same or similar nature as those provided by the Contractor. Similarly, the Contractor is free to offer and provide design services to other clients, solicit additional business, and advertise the services offered by the Contractor.

9. Warranties and Representations

• By Client. Client represents, warrants and covenants to Contractor that (a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content, (b) to the best of Client’s knowledge, 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, (c) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and (d) Client shall comply with all laws and regulations as they relate to the Services and Deliverables and will hire professionals for clarification when unsure.

• By Contractor. (a) Contractor hereby represents, warrants and covenants to Client that Contractor will provide the Services in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services. (b) Contractor further represents, warrants and covenants to Client that (i) except for Third Party Materials and Client Content, the Final Deliverables shall be the original work of Contractor and/or Contractor Agents, (ii) if the Final Deliverables include the work of Contractor Agents, Contractor shall have secured agreements from the Contractor Agents granting all necessary rights, title and interest in and to the Final Deliverables sufficient for Contractor to grant the intellectual property  rights provided in this Agreement, and (iii) to the best of Contractor’s knowledge, the Final Works (excluding Client Content and Third Party Materials), and use of same in connection with the Project, will not violate the rights of any third parties. Client acknowledges that Contractor will not conduct any type of intellectual property clearance search (e.g., copyright, trademark, utility patent or design patent searches). If Client or any third party authorized by Client modifies or uses the Deliverables outside the scope of rights granted in this Agreement, or otherwise in violation of this Agreement, all representations and warranties of Contractor shall be void. (c) Except for the express representations and warranties stated in this Agreement, Contractor makes no warranties whatsoever. Contractor 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.

10. Indemnification/Liability

• By Client. Client agrees to indemnify, save and hold harmless Contractor 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 Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances Contractor shall promptly notify Client in writing of any claim or suit; (a) Client has sole control of the defense and all related settlement negotiations; and (b) Contractor provides Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by Contractor in providing such assistance.

• By Contractor. Contractor agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses (collectively “Liabilities”) arising out of any meritorious claim, demand, or action by a third party which is inconsistent with Contractor’s representations and warranties made herein, except in the event any such Liabilities arise directly as a result of Client’s gross negligence or misconduct, provided that (a) Client promptly notifies Contractor in writing of the claim; (b) Contractor shall have sole control of the defense and all related settlement negotiations; and (c) Client shall provide Contractor with the assistance, information and authority necessary to perform Contractor’s obligations under this section. Notwithstanding the foregoing, Contractor shall have no obligation to defend or otherwise indemnify Client for any claim arising out of or due to Client Content, Third Party Materials, modifications of or content added to the Deliverables by Client or third parties, improper or illegal use of Deliverables, use of Deliverables not authorized under this Agreement, or the failure to update or maintain Deliverables. 

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

• Limitation of Liability. The services and the work product of Contractor are provided “as is.” In all circumstances, the maximum liability of Contractor, its directors, officers, employees, design agents and affiliates, to Client for damages for any and all causes whatsoever, and Client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the total Project fee of Contractor. In no event shall Contractor 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 Contractor, even if Contractor has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.

11. Term and Termination

• Term. This Agreement shall commence upon the Effective Date of January 1, 2026 and shall remain effective until December 31, 2026.

• Termination.This agreement is for a term of one (1) year from the Effective Date and may not be terminated by either party during this period, except under the following circumstances:

1. Mutual Agreement: Both parties agree in writing to terminate the contract.

2. Material Breach: If either party materially breaches the terms of this agreement, and the breach is not remedied within 30 days of written notice, the non-breaching party may terminate the contract.

3. Force Majeure: Either party may terminate the agreement if a force majeure event prevents the fulfillment of obligations under this agreement for a period exceeding 60 days.

4. Bankruptcy or Insolvency: The contract may be terminated if either party files for bankruptcy, becomes insolvent, or ceases operations.

5. Legal or Regulatory Compliance: The contract may be terminated if continued performance of the agreement would violate applicable laws or regulations.

Both parties acknowledge and agree that, outside of these exceptions, the terms of this agreement are binding and enforceable for the full one-year term.

• In the event of termination, Contractor shall be compensated for the Services performed through the date of termination as outlined in the payment schedule and Client shall pay any outstanding Additional Costs, Expenses, Charges, and costs of Changes incurred through the date of Termination.

• Upon expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive. If Client or Contractor elects to not renew the contract, there will be an automatic 60 day extension to allow for services to be passed to a successor at a set rate of $1,500 per week.

12. General

• Modification/Waiver. This Agreement may be modified by the parties only in writing signed by both parties, except that Contractor’s invoices may include, and Client shall pay, Additional Costs, Expenses, Charges, and costs of Changes that Client authorizes by email or a project management platform utilized for the Project. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.

• Notices. All notices to be given hereunder shall be transmitted in writing via e-mail to the address identified in the footer, unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of email, upon confirmation of receipt (by automated confirmation or reply by the recipient).

• No Assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party, except that this Agreement may be transferred or sold as part of a transfer or sale of the assigning party’s entire business or portion thereof relating to the Project.

• Force Majeure. Contractor shall not be deemed in breach of this Agreement if Contractor 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 Contractor or any local, state, federal, national or international law,  governmental order or regulation or any other event beyond Contractor’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, Contractor shall give notice to 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.

• Governing Law and Dispute Resolution. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and the state of Illinois without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the American Arbitration Association, or other forum mutually agreed to by the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. In all other circumstances, the parties specifically consent to the local, state and federal courts located in the state of . The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail. Client acknowledges that Contractor will have no adequate remedy at law in the event Client uses the Deliverables in any way not permitted hereunder, and hereby agrees that Contractor shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein.

• 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.

• Interpretation. Section headings are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor otherwise be given any legal effect. Any design terminology shall be defined according to standard design industry usage, and any dispute as to the meaning or scope of design terminology shall be determined by Contractor in good faith. Any other ambiguities shall be resolved with the most reasonable and legally valid construction, without regard to authorship of such provisions.

• Integration. This Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this Agreement. In the event of a conflict between the Proposal and any other Agreement documents, the terms of the Proposal shall control. This Agreement comprises this Basic Terms and Conditions document, the Proposal & Terms and Conditions.