By Employing Ashley Espinoza Sanchez "AES", Sole Proprietor of Applied Arts Studio, "AAS" you agree to the following terms....

1. Introduction
These Terms and Conditions ("Agreement") govern the relationship between The Client ("Client") and Ashley Espinoza Sanchez ("Contractor"). By requesting and paying for services executed by Contractor Founder, Ashley Espinoza Sanchez, of Applied Arts Studio, the Client agrees to the following terms and conditions.

‍2. Scope of Work
‍The Contractor agrees to perform tasks and deliver services as described in the project agreement or statement of work provided by the Client. Any modifications to the scope of work must be agreed upon in writing by both parties.

‍3. Payment Terms
‍a. Fees: The Client agrees to pay the Contractor the fees specified in the project agreement.
b. Deposit: A deposit of at least 25% of the total project fee is required for work to commence.
c. Invoicing: The Contractor will invoice the Client upon project completion or as specified in the project agreement.
d. Payment Due Date: Payments are due within 3 days of the invoice date.
e. Late Payments: Late payments are subject to a late fee of up to $100 or 10% of the project, whichever is greater, after 3 days.
f. Ownership: Work will be periodically reviewed, but no aspects of the project will belong to the Client until the final payment is completed.4.

4. Expenses
‍a. The Client agrees to reimburse the Contractor for any expenses incurred relevant to operational, maintenance, hosting, and other necessary costs of services or software requested.
b. The Client must pay the Contractor within five (5) days after notification of any approved expense.
c. Upon request, the Contractor must provide receipts or proof of purchase for expenses.
d. Other expenses not defined above are subject to agreement, in writing, between the Client and Contractor. The agreement cannot be completed without the acquisition of necessary software and services dependent on the project scope.

‍5. Non-Disclosure/ Confidentiality
‍a. Both parties agree to maintain the confidentiality of any proprietary information received during the project. This obligation continues for 3 years following the termination of this Agreement.
b. Without the Client's prior written consent, the Contractor will not disclose Confidential Information to any third party and will restrict access to those who need it to perform services.

‍6. Exclusions
‍This agreement does not apply to any information that:
a. Was in the Contractor’s possession or known to the Contractor without an obligation to keep it confidential before it was disclosed by the Client;
b. Becomes public knowledge through no fault of the Contractor;
c. Is lawfully available to the Contractor from a source other than the Client; or
d. Is disclosed by the Contractor with the Client’s prior written approval.
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‍7. Intellectual Property
‍a. Ownership: Upon full payment, the Client will own all rights to the work produced under this Agreement, unless otherwise agreed in writing.
b. Partial Ownership: Any work completed on software and equipment paid for by the Contractor or Applied Arts Studio ("AAS") remains property of AAS unless stated otherwise upon final payment.
c. Usage Rights: The Contractor retains the right to use the work for portfolio purposes unless explicitly prohibited by the Client.8. RevisionsThe Client is entitled to 2 rounds of revisions. Additional revisions beyond this will be billed at $45 per hour.

‍9. Termination
‍a. By Client: The Client may terminate this Agreement by providing 5 days' written notice. The Client is responsible for payment of all work completed up to the termination date.
b. By Contractor: The Contractor may terminate this Agreement by providing 5 days' written notice. In such an event, the Contractor will refund any advance payments for work not yet completed.

‍10. Independent Contractor Status
‍a. The Contractor is an independent contractor and not an employee of the Client. The Contractor is responsible for all taxes, insurance, and other obligations.
b. The Contractor will not be expected to work over 40 hours per week or outside of Applied Art Studios' business hours (Monday - Friday, 9 AM - 5 PM EST).
c. Unreasonable project turnarounds (less than 48 hours, holidays, or weekends) are not guaranteed, regardless of prior deposit, however, if the urgent deadline is missed, the Client will not have to make final payment.
d. The Contractor has the right to perform services for others and controls the means, manner, and method of work execution.
e. The Contractor can hire subcontractors as needed.
f. The Client cannot supervise the work of the Contractor without consultation, except for deliverables and progress reports.
g. The Contractor will maintain a professional appearance when representing the Client.
h. The Contractor is not subject to drug testing or disclosure of sensitive personal information unless reclassified from an independent contractor to an employee.
i. The Contractor is not required to devote full-time to the Client’s project and can hold non-competing contracts relevant to Applied Arts Studios and its clients.
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‍11. Liability
‍The Contractor is not liable for any indirect, incidental, special, or consequential damages arising out of or in connection with the services provided under this Agreement.

‍12. Dispute Resolution:
a. Any non-severe disputes arising out of or in connection with this Agreement will be resolved through mediation. If mediation fails, the dispute will be resolved through binding arbitration per the rules of The American Arbitration Association (AAA).
b. A "Severe Dispute" can be defined as a dispute which has caused irreparable harm, either financially, business wise to either party. the amount of which may be difficult to ascertain, therefore, If the damage is done to the contractor, the contractor elects jurisdiction.

‍13. Governing Law
‍This Agreement will be governed by and construed in accordance with the laws of the Contractor's domicile.

‍14. Entire Agreement
‍This Agreement constitutes the entire agreement between the Client and the Contractor and supersedes all prior agreements, understandings, and representations.
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‍15. Amendments
‍Any amendments to this Agreement must be made in writing and signed by both parties.

16. Additional Provisions
‍a Severability. If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to affect the intent of the parties.
b. Integration. This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations, and understandings. This Agreement may not be amended except in a writing signed by both parties.
c. Injunctive Relief. Any misappropriation of Confidential Information in violation of this Agreement, or a Grievance count of three or more against either Client or Contractor, may cause Client or Contractor irreparable harm, the amount of which may be difficult to ascertain, and therefore both the Contractor and Client agrees that the “offended party” shall have the right to apply to a court of competent domicile jurisdiction for an order enjoining any such further misappropriation and for such other relief as Client deems appropriate.
d. Slander. Public or private slander of The Contractor will cause irreparable harm, the amount of which may be difficult to ascertain, and therefore Client agrees that Contractor shall have the right to apply to a court of competent in their domicile jurisdiction for an order enjoining any such further misappropriation and for such other relief as Contractor deems appropriate. In addition, if it is found that the Client divulged in public slander, or privately to a third (3rd) party, the Contractor shall be entitled any and all reimbursement for the legal costs and attorney’s fees in pursuant to this offense.
e. Jurisdiction. The parties’ consent to the jurisdiction and venue of the federal and state courts located in the Contractors domicile. in any action arising out of or relating to this Agreement by either party. The parties do not waive any other venue to which either party might be entitled by domicile or otherwise. 
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‍17. Notices
‍Any notices required or permitted under this Agreement will be in writing and delivered to the parties at their respective addresses set forth in the project agreement.
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18. Deadlines and Extensions
‍a. Due to the contractual nature of this agreement, in the case of Illness or any unforeseen circumstance an extension must be granted
b. Both the Client and The Contractor are entitled to Reasonable Extensions.
c. “Reasonable Extensions,” defined as an intentional or unintentional deadline extension by either party, via late delivery (Contractor), payment (Client), or payment of third party service(Client).
d. Extension Notices require a minimum of (2) days notice for an extension request to the initial delivery date of 2 days or less, will be honored by both Client and Contractor for non-blacked out dates
e. Due to the At-Will, contract based nature of the relationship, The Client and Contractor understand each party has pre-existing legal and contractual responsibilities outside of this Agreement which have precedence and priority over The Client's Project.

An extension of over 3 days will warrant an explanation in writing from the party requesting the extension. If the explanation in writing is deemed inadequate by the other party, and the offending party proceeds with a late delivery date or delayed payment of a necessary third party service, the Client or The Contractor can file a Contract Grievance.

‍19. Contact Grievance

‍a. If the Client or Contractor cannot agree on an extension or interpretation of any portion of the contract or are dissatisfied with execution, communication, or collaboration, either party can file a Contract Grievance.
b. Protocol: Grievances must be detailed and submitted via email with supporting evidence for all parties involved to review.
c. Unreasonable Grievances: Frivolous grievances lacking detail or evidence will be dismissed. After two grievances, the third serves as a warning of impending legal action.
d. Reasonable Extensions of over 3 days for a deadline can include, but are not limited to: religious, personal, health, dental, medical or familial emergencies, travel (personal or business), government or business priorities. The Client can opt to “Black Out” Important launches, or time sensitive contractual duties and the Contractor retains the “Black Out” right as well. “Black Out” dates must be defined and agreed upon before the beginning of the project.

‍20. Non-Payment Penalty and Work Confiscation
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‍a. If the final payment is not received within three (3) days of the due date and the Client cannot be contacted, despite reasonable efforts, the project will be considered "Abandoned" and The Contractor is entitled to ownership of any work completed for the Client. The Contractor reserves the right to withhold or repossess any delivered work until full payment is received. Items such as graphic designs and website access/hosting will be restored upon receipt of late fees and final payments.
b. If the final payment is not received within five (5) days of the due date and the Client cannot be contacted, despite reasonable efforts, the project will be considered "Nulled" due to nonpayment, and all property ownership will return to Applied Arts Studio.
c. The Client can regain their "Nulled" project by completing final payment and an additional fee of 50% of the original total for the entire project.
d. If an "Abandoned" or "Nulled" project affects the safety or the business of Applied Arts Studio, or its clientele, directly, The Contractor is entitled to the jurisdiction for any legal actions.