Happy Finish US, Inc.'s standard terms and conditions (the "Terms"), as if set out here in full. The Terms shall prevail notwithstanding any variations or additions contained in any other document submitted by client, and Happy Finish hereby rejects all variations and additions unless specifically agreed to in writing by Happy Finish. The pricing and other terms included in this estimate are expressly conditioned on client's acceptance of the Terms as the complete and exclusive statement of agreement between client and Happy Finish, and as superseding all other oral and written communications, proposals, agreements, representations, statements, and negotiations between the parties.
1. Scope of work. Happy Finish US Inc. ("Happy Finish") will provide the services (the "Services") described in the estimate to which these terms and conditions (these "Terms") are attached, in exchange for the compensation described in the estimate. Happy Finish will provide all labor and materials necessary to perform the Services. Any additional work, including changes or additions to the work requested by client or work needed to address delays caused by other circumstances outside of Happy Finish's control, will result in additional charges. Unless reduced to a written change order signed by both parties, Happy Finish will have no obligation to perform such additional work. If Happy Finish performs additional work without a written change order, client will pay Happy Finish reasonable compensation for the extra work. Unless expressly agreed to the contrary in writing, all change orders are subject to these Terms.
2. Payment. Client agrees to pay Happy Finish the compensation identified in the estimate on the terms and conditions identified in the estimate. If an estimate does not include payment terms, all payments are due upon receipt of an invoice from Happy Finish. Any amount not paid in full within 30 days after it is due will accrue interest as the lesser of 18% per annum and the maximum rate of interest allowed by applicable law. If client fails to make any payment within five business days after it is due, Happy Finish will be entitled to suspend all work until it receives payment in full or, at its option, Happy Finish may terminate its engagement with client. If Happy Finish terminates this engagement for failure to receive payment when due, client will pay Happy Finish for all materials acquired and worked performed by Happy Finish prior to the termination, plus a reasonable profit.
3. Entire Agreement. These Terms apply to all Services provided to client by Happy Finish in connection with the estimate delivered to client. These Terms shall prevail notwithstanding any variations or additions contained in any other document submitted by client, and Happy Finish hereby rejects all variations and additions unless specifically agreed to in writing by Happy Finish. The pricing and other terms included in the estimate are expressly conditioned on client's acceptance of these Terms as the complete and exclusive statement of agreement between client and Happy Finish, and as superseding all other oral and written communications, proposals, agreements, representations, statements, and negotiations between the parties.
4. Intellectual Property. Happy Finish will create the deliverables specifically identified in the estimate on a "work made for hire" basis and, upon payment in full for the Services, client will hold all intellectual property rights in and to those deliverables. Happy Finish retains all intellectual property rights in and to all other materials created or used in completing of the Services, specifically including the master working files created in connection with the Services and the deliverables. Except as specifically agreed to in writing by Happy Finish, client will not hold any title, license, or other ownership rights in or to any work product created by Happy Finish, either before, after, or during performance of the Services, other than the deliverables specified in the estimate.
5. Confidentiality. In performing the Services, Happy Finish may learn confidential information relating to client or to client's business operations, including, without limitation, information about products that have not yet been released to the public, the timing of future releases, and other confidential information belonging to client or to client's customers. During and for a period of 24 months after completion of the Services, or until the information is no longer confidential, whichever is sooner, Happy Finish agrees to take reasonable steps to hold the client's confidential information in confidence and to prevent any disclosure of that information other than by client, using the same degree of care Happy Finish uses to protect its own confidential information (but no less than a reasonable degree of care). Client specifically agrees that Happy Finish's involvement in the creation of any work product delivered to client is not confidential information, and nothing in these Terms or any other agreement between the parties will preclude Happy Finish from making public statements about its involvement in creating work product for a client once that work product is released to the public. Without limitation, client agrees that Happy Finish is entitled to post information on its website, social media feeds, and other on-line presence about its involvement in any marketing campaign launched by client once that marketing campaign is public, and that Happy Finish may identify its involvement in any public advertising campaign to potential clients in private meetings, awards competitions, conferences, and under any similar circumstances.
6. Warranty. Upon payment in full of the price identified in the estimate, Happy Finish warrants that the Services will be or have been performed in a professional and workmanlike manner in accordance with standards prevalent in its industry, that it has all intellectual property rights necessary to lawfully deliver the deliverables to client, and that the deliverables substantially comply with the criteria specified in the estimate. Happy Finish EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WIHTOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTIBILITY AND FITNESS OF PURPOSE.
7. Limitation of Liability. In no event will Happy Finish or any of its related and affiliated companies who contribute any goods or resources to services provided to a client, including Happy Finish Ltd. and any contractors or subcontractors engaged by Happy finish, BE LIABle to client for any special, incidental, indirect, consequential, or punitive damages arising out of or related in any way to the Services, even if apprised of the possibility of such damages, and in no event will Happy Finish's liability to client exceed the total amount of fees actually received by Happy Finish from client FOR the PROJECT GIVING RISE TO LIABILITY. WITHOUT LIMITATION, Happy Finish will specifically not be liable to client for any product launch delay damages, lost profits, lost market share, reputational damages or any similar or other damages that may be caused by any delay in timely delivering the deliverables described in the estimate to client or in any breach of happy finish's confidentiality obligations under these terms, above and beyond amounts actually received by Happy Finish from client.
8. Dispute Resolution. The parties agree that any and all disputes arising out of or relating to the Services, the estimate, or these Terms, will be resolved exclusively in state and federal courts located in Multnomah County, Oregon, and client and Happy Finish each irrevocably consent to the exercise of personal jurisdiction over them by such courts for the purpose of any such action. In any action arising out of or relating to this Agreement, the prevailing party will be entitled to recover all of its costs and expenses, including its reasonable attorney fees.