TERMS & CONDITIONS

These General Terms and Conditions for Engineering Design and Manufacturing Services shall apply to all such services provided and goods produced by Sharps Signs DBA Blackbird Revolt, LLC (“Sharp Signs”) or any other wholly owned subsidiary of Blackbird Revolt (each a “Affiliate”, and collectively “Service Provider”). Please read the terms and download a copy for your records.
Applicability.

These terms and conditions (the “Terms”) apply to the engineering, design, and manufacturing services provisioned (“Services”), and to any production of goods and deliverables (“Goods”) by Service Provider. These Terms are the only terms that govern the provision of Goods and Services by Service Provider set forth on any purchase order or request for proposal submitted to Service Provider by a customer or potential customer of Service Provider (“Customer”). Each of Service Provider and Customer is sometimes referred to herein as a “Party”, and collectively as the “Parties”.
Absent a definitive agreement executed by authorized representatives of the Parties, these Terms comprise the entire agreement between the Parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral.
These Terms prevail over any of Customer’s general terms and conditions, regardless of whether or when Customer has submitted its request for proposal, purchase order, or such terms. Provision of Services to Customer does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms. Service Provider objects to any different terms contained in any request for proposal, purchase order, or other communication previously or hereafter provided by Customer to Service Provider. No such additional or different terms or conditions will be of any force or effect.

Services and Delivery.

Sharp Signs will provide the Services and/or Goods to Customer as described in the proposal or statement of work (collectively, “SOW”) issued by Sharp Signs to Customer in accordance with these Terms.
Goods produced by Sharp Signs will be delivered within the timeline set forth in the SOW (except as mutually agreed by the Parties in accordance with these Terms). Sharp Signs shall not be liable for any delays, loss, or damage in transit.
If Service Provider is unable to deliver the Goods at the Delivery Point because Customer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Goods shall pass to Customer; (ii) the Goods shall be deemed to have been delivered; and (iii) Service Provider, at its option, may store the Goods until Customer picks them up, whereupon Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
Colors may appear differently in paint, acrylic, and/or vinyl than on-screen renderings. The designer is not responsible for such differences. Designs may be altered based on the following factors: wall texture, signage, electrical outlets on the wall, etc. Changes, if necessary, will be made by the Designers’ expertise. All paint, fabric, wood, and other materials are subject to change based on market availability, and designers are not responsible for differences based on those factors. Differences in on-screen render to nal mural may be up to 25% different as an approximation.
Client shall notify the Designer promptly in the event of the need for any maintenance or restoration services so that the Designer may have a reasonable opportunity to perform such work themselves or to supervise or consult in its performance. Designer shall be compensated by the Client for future maintenance and/or restoration services rendered with prior written authorization. In the absence of any need for restoration or maintenance, the work shall remain free of alteration by the Client, who shall take reasonable precautions to protect it against damage or destruction by external forces. If the Client chooses to remove or cover the sign from the wall, the Designer is not responsible for the removal, movement, and/or disposal of the sign. The designer is not liable for any injury or damage resulting from moving or tampering with the mural.

Performance Dates.

Sharp Signs shall use reasonable efforts to meet any performance dates specified in the SOW and will endeavor to provide reasonable advance notice to Customer if performance dates will not be met.
Timeframe. Sharp Signs will complete all services by the agreed-upon date in the purchase order, email, and/or quote. The project will start when both parties mutually agree to start. This may occur at the time of the site visit or shortly thereafter.
Due dates for material and feedback will be articulated by the creative team at the start of each project and/or asset. Extension charges occur when the feedback or content is delivered beyond the date necessary for the creative team. Extension fees can be avoided by requesting a change to the timeline and due date in advance through communication via email.

Customer’s Obligations.

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

Communication of administrative or operational decisions if they affect the design or production of Deliverables, and coordination of required public approvals and meetings.
Provision of accurate and complete information and materials requested by Sharp Signs, such as, by way of example, not limitation, site plans, building plans and elevations, utility locations, color/material samples, and all applicable codes, rules, and regulations information;
Provision of approved naming and nomenclature; securing approvals and correct copy from third parties, such a,s by way of example, not limitation, end users or donors as may be necessary.
Final proofreading and written approval of all project documents, including, by way of example, not limitation, artwork, message schedules, sign location plans, and design drawings, before their release for fabrication or installation. If Client has approved work containing errors or omissions, such as, by way of example, not limitation, typographic errors or misspellings, Client shall incur the cost of correcting such errors.
Arranging for the documentation, permissions, licensing, and implementation of all electrical, structural, or mechanical elements needed to support, house, or power signage; coordination of sign manufacture and installation with other trades; and
Bid solicitation and contract negotiation; sourcing, establishment of final pricing and contract terms directly with fabricators or vendors.

Customer’s Acts or Omissions.

If Sharp Signs’s performance of its obligations under these Terms is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, Sharp Signs shall not be deemed in breach of its obligations under these Terms or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.

Change Orders.
Each Party acknowledges that changes to the Services and/or any Goods may be necessary or desirable. Accordingly, if either Party believes that a non-de minimis change to the Services or any Goods is necessary or desirable, the Parties shall discuss in good faith changes to such Services and/or Goods, taking into consideration (a) the estimated impact on the Services (including projected timelines), if any, and the modifications to the Services that will be required as a result of such changes, and (b) an estimate of the cost to implement such changes. For the avoidance of doubt, no changes to the Services or any Goods (including any changes to the specifications), will be effective until the Parties mutually agree in writing.
Fees and Expenses; Payment Terms; Interest on Late Payments.

Additional Costs. The Project pricing includes the Designer’s fee only. Any outside costs, including, but not limited to, equipment rental, photographer’s costs, and fees, photography and/or artwork licenses, prototype production costs, talent fees, music licenses, and online access or hosting fees, will be billed to Client unless specifically otherwise provided for in the Proposal. Any additional artwork done by the Designer shall be negotiated and compensated separately from this Agreement. If the Client wishes to use artwork in any other capacity, excluding the mural, usage must be negotiated separately from this agreement, and other fees may be incurred.
Expenses. The payment for services includes payment for all costs and expenses that may be incurred by Sharp Signs in the performance of services. If the scope is expanded throughout the course of the contract, Sharp Signs will be reimbursed for actual, reasonable, and necessary expenses incurred in the performance of services.
Fees. In consideration of the Services to be performed by the Designer, Client shall pay to Designer fees in the amounts and according to the payment schedule outlined in the Proposal, and all applicable sales, use, or value-added taxes, even if calculated or assessed subsequent to the payment schedule.
Invoices for services shall be submitted upon completion of the agreement and upon delivery of a finalized project. The Client will process and pay bills within thirty (60) days from receipt.
Iterations. During the design phase, if the partner requires the creative team to redesign or reiterate vectored concepts, an iteration fee of $180/hour will be added to the final invoice.
Payment for services. Client shall pay to Designer fees in the amounts and according to the payment schedule set forth, 50/50. The Client shall pay for services in 2 installments. Unless the total amount is less than $3,000. These installments shall be paid within 30 days of each invoice. The remaining balance is due upon delivery/completion of services (10% added fee if payment isn’t received within 3 months of delivery).
Reimbursement of expenses. Sharp Signs, will be reimbursed for actual, reasonable, and necessary expenses incurred in the performance of services. Designers shall be entitled to receive reimbursement for any overages or additional expenses with prior written approval of the Client.
Revisions. Each deliverable includes one round of revisions. Revisions include changes to type, color, etc. Any additional rounds of revision will be considered beyond the “scope of work” and added to the final invoice at $400 per round.

Taxes.

The client shall pay all applicable federal, state, and local excise, sales, consumer use, and other similar taxes required by law for the execution of the work.

Intellectual Property; Tooling.

Original Artwork. Blackbird Revolt retains property ownership in any physically tangible original artwork comprising Final Works, including all rights to display or sell such artwork. Client shall return all original artwork to Blackbird Revolt within thirty (30) days of completion of the Services.
Engineering and Design Services; The Services shall include the selection and specifications for materials and construction details as described in the Proposal. However, Client acknowledges and agrees that the Blackbird Revolt is not a licensed engineer or architect, and that responsibility for the interpretation of design drawings and the design and engineering of all work performed under this Agreement (“Engineering”) is the sole responsibility of Client and/or its architect, engineer or fabricator..
Nothing in these Terms shall be construed as limiting Service Provider’s ownership of, or rights to use its basic know-how, experience, and skills, and the experience and skills of its employees, whether or not acquired during performance of the Services under these Terms, to perform any engineering, design, manufacturing, or other services for any other party.
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 the Client.
Tooling. Unless otherwise agreed, all tooling acquired or created by Service Provider and used to manufacture products for Customer is owned by Service Provider. Customer has no right, title, or interest in or to any of the tooling.

Tools and all intellectual property rights therein, including Copyrights, shall be owned solely by Sharp Signs. Blackbird Revolt hereby grants to Client a nonexclusive, nontransferable (other than the right to sublicense such uses to Client’s publisher, Web hosting, or Internet service providers), perpetual, worldwide license to use the Blackbird Revolt Tools solely with the Final Deliverables for the Project. The client may not directly or indirectly, in any form or manner, decompile, reverse engineer, or otherwise disassemble or modify any Sharp Signs lt Tools comprising software or technology.
Designer Tools means all design tools developed and/or utilized by the Designer 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.

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 the Designer and which may or may not be shown and or delivered to the Client for consideration but do not form part of the Final Works.
Working Files means all underlying work products and digital files utilized by the Designer to create the Preliminary Works and Final Works, other than the format comprising the Final Deliverables.
Preliminary Works/Working Files. Blackbird Revolt retains all proprietary rights, including property ownership, intellectual property rights, and Copyrights, in and to all Preliminary Works and Working Files, and Client shall return to Blackbird Revolt all Preliminary Works and Working Files in Client’s possession within thirty (30) days of completion of the Services.
Final Works. Upon completion of the Services, and expressly conditioned upon full payment of all fees and costs due, Blackbird Revolt hereby grants to Client the exclusive, perpetual, and worldwide right and license to use, reproduce, and display the Final Works solely in connection with the Project as defined in the Proposal. Any additional uses will require separate pricing. All other rights, including Copyrights, are reserved by Blackbird Revolt.
All final deliverables provided by Sharp Signs under this Agreement shall be for the use of the Client, other than for the promotional use of Sharp Signs, LLC. All Files Delivered & Signages Delivered for Installation. Notwithstanding the assignment of any advertising/promotion rights to the Client, the Designer shall retain all copyrights of the artwork, including all reproduction, display, distribution, and derivative works rights. All preparation materials, sketches, drafts, artwork, digital files, and other visual presentation materials remain the property of Sharp Signs. Client shall not use digital files in any capacity. Designers are entitled to use any unselected designs for other projects. The designer is entitled to sign the work in a discreet area. The designer is entitled to identify as the creator of the artwork and share it on their portfolio, including the website and on social media platforms. No work may be reproduced by the Client without the prior written approval of the Designer.

Confidential Information.

Sharp Signs agrees that it will not use any information obtained as a consequence of the performance of work for any purpose other than fulfillment of Sharp Signs’ scope of work or subsequent promotional purposes. Sharp Sign’s obligations under this paragraph shall survive the termination of this agreement.

Representation and Warranty.

Service Provider represents and warrants to Customer:

Sharp Sign's services shall be performed in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised by members of Sharp Sign’s profession currently practicing under similar conditions. Practicing in the same location under comparable circumstances and shall devote adequate resources to meet its obligations under these Terms;
Sharp Signs shall use commercially reasonable efforts to ensure that all Final Deliverables shall be designed to comply with the applicable rules and regulations, such as the Americans with Disabilities Act (“ADA”). However, Sharp Signs is not an expert and makes no representations or warranties in connection with compliance with such rules, codes, or regulations. The compliance of the Final Deliverables with any such rule, codes, or regulations shall be the responsibility of the Client. Sharp Signs shall use commercially reasonable efforts to ensure the suitability and conformance of the Final Deliverables.
Client expressly acknowledges and agrees that the estimates provided in the Proposal, at any time during the project for implementation charges such as, including, but not limited to, fabrication or installation, are for planning purposes only. Such estimates represent the best judgment of the Blackbird Revolt or its consultants at the time of the Proposal, but shall not be considered a representation or guarantee that project bids or costs will not vary. Client shall contract and pay those parties directly responsible for implementation services, such as fabrication or installation (“Implementation”). Blackbird Revolt shall not be responsible for the quality or timeliness of the third-party Implementation services, irrespective of whether Blackbird Revolt assists or advises the Client in evaluating, selecting, or monitoring the provider of such services.

Maintenance.

Client shall notify the Designer promptly in the event of the need for any maintenance or restoration services so that the Designer may have a reasonable opportunity to perform such work themselves or to supervise or consult in its performance. Designer shall be compensated by the Client, for future maintenance and/or restoration services rendered with prior written authorization. In the absence of any need for restoration or maintenance, the work shall remain free of alteration by the Client, who shall take reasonable precautions to protect it against damage or destruction by external forces. If the Client chooses to remove or cover the sign from the wall, the Designer is not responsible for the removal, movement, and/or disposal of the sign. The designer is not liable for any injury or damage resulting from moving or tampering with the mural.

Disclaimer of Warranties.

Except for the warranty set forth in section 11 above, neither service provider nor any person on service provider’s behalf has made or makes any express or implied representation or warranty whatsoever, either oral or written, with respect to the services, including any warranties of merchantability, fitness for a particular purpose, title or non-infringement, whether arising by law, course of dealing, course of performance, usage of trade or otherwise, all of which are expressly disclaimed, and customer acknowledges that it has not relied upon any representation or warranty made by service provider, or any other person on service provider’s behalf, except as specifically provided in section 11.

Indemnification; Limitation of Liability.

Service Provider will indemnify Customer from loss or damage arising out of Service Provider’s gross negligence or willful misconduct in its performance of the Services.
in no event will service provider or its representatives be liable to customer or to any third party for consequential, indirect, incidental, special, exemplary, punitive or enhanced damages, lost profits or revenues or diminution in value, arising out of or relating to any breach of these terms, regardless of (i) whether such damages were foreseeable, (ii) whether or not service provider was advised of the possibility of such damages and (iii) the legal or equitable theory (contract, tort or otherwise) upon which the claim is based, and notwithstanding the failure of any agreed or other remedy of its essential purpose.
In no event shall service provider’s aggregate liability arising out of or related to these terms, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the total of the amounts paid or payable to service provider pursuant to these terms.
Assumption of risk. without limiting the generality of the foregoing, customer assumes all risk and liability for the results obtained by the use of any goods or products manufactured by service provider hereunder in the practice of any process, whether in terms of operating costs, general effectiveness, success or failure, and regardless of any oral or written statements made by service provider, by way of technical advice or otherwise, related to the use of such goods or products.
The limitation of liability set forth above shall not apply to liability resulting from Service Provider’s gross negligence or willful misconduct.

Termination.

Upon receipt of a notice of termination, Sharp Signs shall perform no further work except as specified in the notice. The client is responsible for payment for all expenses incurred and any work done toward the completion of the project based on the percentage of the project completed. Should the Client cancel the project following its completion, the Client is responsible for full payment as per the above estimate plus all other expenses incurred.
The designer may terminate this Agreement on three (3) days written notice via e-mail to the Client if the Client is in breach of any provision of this Agreement, provided that, during the three days, the Client fails to cure such breach.
Cancellation & Rejection Fees

Upon cancellation of the agreement before completion of the design phase, the Client shall pay 25% of the total costs for services.
Upon cancellation of the agreement before completion of the production phase, the Client shall pay 50% of the total costs for services.
Upon cancellation of the agreement, after work has been completed, the Client shall pay 100% of the total costs for services.

Insurance.

Client shall maintain, during the term of this Agreement, at its sole expense, construction and maintenance liability, product liability, general business liability, and advertising injury insurance from a recognized insurance carrier for at least one million dollars ($1,000,000.00) per occurrence. Such insurance shall name Sharp Signs individually as an additional named insured. Client shall provide a copy of said insurance policy to Sharp Signs at Sharp Signs’s request.

Waiver.

No waiver of any term or provision of this Agreement will be valid unless such waiver is in writing and signed by the party against whom enforcement of the waiver is sought. The waiver of any term or provision of this Agreement will not apply to any subsequent breach of this Agreement.

Force Majeure.

Extension of time for unforeseen circumstances. If Sharp Signs, is unable to meet the completion date or schedule of services, if any, due to circumstances beyond Sharp Signs, reasonable control, such as war, unrest, police violence, strikes, lockouts, impacts of climate change, natural disasters, pandemics, blackouts, or emergencies such as medical, or work slowdown or stoppage of Sharp Signs, employees or subcontractors due to these circumstances, Sharp Signs, shall inform the Client of the additional time required to perform the work.

Assignment.

Customer shall not assign, transfer, delegate, or subcontract any of its rights or delegate any of its obligations under these Terms without the prior written consent of Service Provider. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under these Terms. Service Provider may assign or transfer all or any part of its rights or obligations under these Terms to an affiliate without Customer’s prior written consent.

Relationship of the Parties.

The relationship between the Parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

No Third-Party Beneficiaries.

These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

Governing Law.

All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Minnesota without giving effect to any choice or conflict of law provision or rule (whether of the State of Minnesota or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Minnesota.
The parties agree that they are aware that they have the right to be advised by counsel with respect to the negotiations, terms, and conditions of this agreement, and that the decision of whether or not to seek the advice of counsel with respect to this agreement is a decision which is the sole responsibility of each of the parties hereto. This agreement shall not be construed in favor of or against either party by reason of the extent to which each party participated in the drafting of the agreement.
Each party hereto declares and represents that in entering this agreement, it has relied and is relying solely upon its judgment, belief, and knowledge of the nature, extent, effect, and consequence relating thereto. Each party further declares and represents that this agreement is being made without reliance upon any statement or representation not contained herein of any other party or any representative, agent, or attorney of any other party.

Submission to Jurisdiction.

Any legal suit, action, or proceeding arising out of or relating to these Terms shall be instituted in the federal courts of the United States of America or the courts of the State of Minnesota in each case located in Hennepin County and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

Notices; Communications

We will use email as our primary method of communication. Communication in person, via video chat, or over the phone is encouraged and acceptable. We do request that any design or project changes/edits/revisions be made through email (changes can be articulated through other avenues, but email ensures the changes are documented properly). Other methods of communication are acceptable as long as all parties agree on what those methods will be. The project outlined in this agreement is priced based on time, deliverables, expertise, and other relevant components. We set aside the appropriate time and parameters to create the deliverables. If the Client/Partner would like to have more frequent communication or unrestricted access to our creative team, additional fees or a retainer can be set up to match those expectations.
In addition, throughout the partnership, it is expected that all parties will respect the boundaries of each party throughout the project. To understand more about Blackbird's boundaries and expectations, review our guide Taking Flight with Blackbird. If the client encounters any issues, concerns, or dissatisfaction with members of the creative team or the creative process, the client agrees to promptly notify the business managers in writing. The client shall provide a detailed description of the matter, including relevant facts and circumstances, and shall make reasonable efforts to cooperate with the business managers in resolving the issue. The business managers, upon receiving notice of such concerns, shall make diligent efforts to address and resolve the issues in a timely manner. Both parties agree to engage in good-faith discussions and negotiations to find an amicable solution that meets the mutual satisfaction of all parties involved. Failure to promptly notify the business managers of any concerns or issues in accordance with this clause may limit the client's ability to seek remedies or adjustments at a later date. This provision is intended to facilitate effective communication and collaborative resolution between the parties to ensure the successful execution of the creative project.
Electronic Communications. During this agreement, communications may occur through the exchange of electronic versions of documents and emails using commercially available computer software and Internet access. Sharp Signs and the Client acknowledge that the Internet is occasionally victimized by the creation and dissemination of viruses or similar destructive electronic programs. The Client agrees to exercise the necessary precautions to avoid spreading a computer virus. The parties acknowledge that this occurrence is to be expected as part of the ordinary course of business. Neither party can guarantee that its respective communications and documents will be virus-free. Each party agrees to advise the other if it discovers a virus in its respective system that may have been communicated to the other party.

Severability.

If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

Survival.

Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of these Terms. The provisions of this Agreement will inure to the benefit of, and will be binding upon, the Client and its successors and assigns.

Amendment and Modification.

This Agreement constitutes the entire agreement and understanding of the Designer and Client concerning the terms and conditions of the project and supersedes all prior and contemporaneous written or verbal agreements and understandings between the Designer and Client relating to such subject matter. This Agreement may only be amended by a written instrument signed by the Designer and Client.