Terms & Conditions

This Design Service Agreement ("Agreement) is entered by and between:

GENERAL POPULACE LLC,  (hereinafter referred to as “General Populace") and any individual, corporation, company, foundation, association, labor organization, firm, partnership, society, joint stock company, group of organizations, or State or local government (hereinafter referred to as “Client), that confirms their subscription to General Populace's services at www.generalpopulace.com, allowing General Populace LLC to charge for current and future payments in accordance with the following Terms and Conditions. General Populace and the Client may individually be referred as a “Party” or collectively as the “Parties”.

The Parties agree as follows:

‍PAYMENT
‍All payments will be made by the Client for Services rendered by General Populace before any work begins on a monthly basis via General Populace’s subscription service found on www.generalpopulace.com.

The Client can make these payments on www.generalpopulace.com using Stripe as a third party payment processor or pay General Populace directly via a monthly wire transfer.

‍DELIVERABLES
‍As for all projects developed by General Populace, the process will foresee a collaborative approach among our firm and our client. For this purpose, contacts by means of phone calls and emails will be regularly held, as well as dedicated online meetings foreseeing the participation of both teams on the occasion of important project milestones. These moments are critical to the success of our collaboration and are useful in getting the best alignment in terms of objectives, technical constraints, and sharing of information. Both teams will benefit from each other experiences as we create a successful product.

Deliverables will be as follows depending on the subscription service chosen by the Client.
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Product Design Essentials Deliverables:
1. Product design research presentation with insights and 3 design concept directions
2. Tech Pack: Orthographic prototype-ready tech drawings with color, finish, and material specifications
3. Product presentation: Product visualization images with 5 rendered hero shots
4. 3D modeling: Ready to prototype 3D or equivalent files specifying form and fit

Product Development Plus Deliverables:
1. Product design research presentation with insights and 3 design concept directions
2. Tech Pack: Orthographic prototype-ready tech drawings with color, finish, and material specifications
3. Product presentation: Product visualization images with 10 rendered hero shots
4. 3D modeling: Ready to prototype 3D or equivalent files specifying form, fit, and function

Prototype Plus Deliverables:
1. According to the needs of the project and to the request of the Client, General Populace may produce a high quality painted, non-working 1:1 scale physical model of the product to represent the aesthetics of the final product. The production of the style models is highly recommended in order to “freeze” the aesthetics of the product and to provide any manufacturer with a clear and concrete product reference.
2. Quotes from at least three physical model suppliers within the General Populace network
3. One final revision to the 3D or equivalent files based on any insights learned from the scale physical model.

 

Concepting Deliverables:

1. Research insight translation

2. Design direction concepting (3 concept directions)

3. Development of final design direction

4. Storyboarding presentation

5. Visualization package: 5 product renders

6. Color, material, finish specifications

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Branding Deliverables:

1. Branding workshop

2. Brand purpose and voice

3. Logo development

4. Typeface selection

5. Color palette

6. Product placement guide

7. Social media template

8. Business card template

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Packaging Deliverables:

1. Packaging workshop

2. Concepting

3. Mockups

4. Final design

5. Vendor coordination

Deliverables do not include anything not specifically mentioned and in particular:
1. Production ready engineering of the product
2. Technical study on mechanism and fixing system among parts and movable items
3. Design study regarding the accessories
4. Prototype (unless Prototype Plus subscription has been selected)

‍TERMS & CONDITIONS
‍1. Application of Terms & Conditions. These additional terms and conditions are to be read in conjunction with the preceding Payments and Deliverables sections and are hereby incorporated therein by reference. This Agreement specifically incorporates the terms in the Payments and Deliverables sections set forth in the preceding pages. For clarification purposes, the term "Agreement" shall encompass the provisions of the Payments and Deliverables sections and these Terms and Conditions.

2. Independent Contractor Relationship. General Populace is an independent contractor and is not an employee, servant, agent, partner, or joint venture of the Client. Moreover, the Parties do not intend to create a joint enterprise or other association of any type between the Parties to carry on a business or venture as co-owners or to make the Parties co-principals with respect to the subject matter of this Agreement, and no Party shall be deemed or considered, or shall hold itself out as such or as an employee of any other or otherwise indicate that it has the authority to obligate or bind any other Party for any purpose whatsoever. This Agreement sets forth the Services to be performed by General Populace, but General Populace shall determine the legal means by which it accomplishes the Services and shall determine the methods, details and means of performing those Services in its sole and absolute discretion, but in accordance with the terms and conditions of this Agreement. Neither General Populace nor its employees, contractors, and consultants shall be entitled to receive any benefits which employees of the Client are entitled to receive and shall not be entitled to workers' compensation, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pensions, profit sharing, or Social Security benefits on account of their Services for the Client. Notwithstanding anything to the contrary, General Populace has the right to mention the Client among its customers and to show the work performed for the Client together with the others in its portfolio, through corporate presentations and its own website and other marketing materials.

3. General Populace Standard of Performance and Confidentiality. General Populace shall perform the Services in accordance with the highest quality, highest recognized professional design and product development practices, and the highest standards in General Populace’s industry, but in no event shall such practices and standards be less than the quality and levels for which the General Populace brand represents, including, but not limited to, the standards for those projects and products noted in Section 4.1 of the Proposal. During this Agreement, each Party may disclose to the other certain non-public information or materials relating to a Party’s products, intellectual property, business, marketing programs and efforts, and other confidential information and trade secrets (“Confidential Information”). Notwithstanding the foregoing, Confidential Information does not include information that: (a) is or becomes publicly available through no breach by the receiving Party of this Agreement; (b) was previously known to the receiving Party prior to the date of disclosure, as evidenced by contemporaneous written records; (c) was acquired from a third party without any breach of any obligation of confidentiality; (d) was independently developed by a Party hereto without reference to Confidential Information of the other Party; or (e) is required to be disclosed pursuant to a subpoena or other similar order of any court or government agency, provided, however, that a Party receiving such subpoena or order shall promptly inform the other Party in writing and provide a copy thereof, and shall only disclose that Confidential Information necessary to comply with such subpoena or order. Except as expressly provided herein, provided that the information was marked "Confidential" at the time it was provided, the receiving Party will not use or disclose any Confidential Information of the disclosing Party without the disclosing Party’s prior written consent, except disclosure to and subsequent uses by the receiving Party’s employees or consultants on a need-to-know basis, provided that such employees or consultants have executed written agreements restricting use or disclosure of such Confidential Information that are at least as restrictive as the receiving Party’s obligations under this Section 3. Subject to the foregoing nondisclosure and non-use obligations, the receiving Party agrees to use at least the same care and precaution in protecting such Confidential Information as the receiving Party uses to protect the receiving Party’s own Confidential Information and trade secrets, and in no event less than reasonable care. Each Party acknowledges that due to the unique nature of the other Party’s Confidential Information, the disclosing Party will not have an adequate remedy in money or damages in the event of any unauthorized use or disclosure of its Confidential Information. In addition to any other remedies that may be available in law, in equity or otherwise, the disclosing Party shall be entitled to seek injunctive relief to prevent such unauthorized use or disclosure. Neither Party shall remove or alter any proprietary markings (e.g., copyright and trademark notices) on the other Party’s Confidential Information. The rights and obligations regarding Confidential Information and protections thereof shall survive the termination or expiration of this Agreement.

4. Responsibilities. Each Party acknowledges and agrees that the successful and timely rendering of the Services required by this Agreement shall require the good faith cooperation of both Parties. Accordingly, the Parties agree to fully cooperate with each other and provide all requested feedback or information within reasonable time.

5. Representations. General Populace represents that: i) It has full power and authority to provide the Services to the Client in all applicable jurisdictions and to grant the Client the rights granted herein, this Agreement and the terms hereof are enforceable against General Populace, and that the Services and accompanying documents are free of any restrictions, judgments, or adverse claims, and will not conflict with, or contravene, any agreement, document, instrument, law, regulation, code or order; ii) All Services will be performed by General Populace in a professional manner and of highest quality, consistent with the highest standards of skill and care exercised by the similar professionals within General Populace’s industry on projects of comparable scope and complexity and, subject to Section 15 of these Terms and Conditions, in compliance with the requirements of this Agreement and all applicable laws, regulations, codes, and orders; iii) General Populace is sufficiently experienced, properly qualified, organized, and has adequate financial means to perform the Services in compliance with the terms of this Agreement; and iv) At the time of entering this Agreement and during the term of this Agreement, no copyright, patent, trade secret, trademark, or other intellectual property right of a third party will be infringed by the Client’s intended use of the Services or deliverables provided under this Agreement.

6. Product Liability and Indemnification.
6.1 The Client shall hold General Populace harmless and indemnify them against any and all claims of third parties arising from or in connection with alleged defect(s) or non-conformities of any of the products/devices involved with this Agreement. Client agrees that all work products and conceptual indications are indemnified against liability in protection from third parties’ finalization of conceptual work including but not limited to engineering, manufacturing, and commercialization within Client’s supply chain(s).

6.2 The Client shall indemnify, defend, and hold General Populace, its representatives, agents, and assignees harmless against any liability for any claims arising out of its performance or non-performance by its employees or agents and their duties, or the exercise of their rights pursuant to this Agreement, or any other act or omission that results in any claims against General Populace, its affiliates, employees, or agents. This includes actual and consequential damages, and out-of-pocket costs reasonably incurred in the defense of any claim, such as accountants’, attorneys’, and expert witness fees, cost of investigation, proof of facts, court cost, and any other litigation or travel expenses.

6.3 General Populace shall have the right to defend any such claims against it. This indemnity shall continue in effect even after, and notwithstanding, this Agreement’s expirations or termination. The Client shall purchase and keep valid at all times at its own expense, with a primary insurance company, a product liability insurance policy reasonably satisfactory to General Populace, to ensure protection for General Populace pursuant to this indemnification.
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7. Feedback Time and Project Interruption.
7.1 Any estimated delivery times for the development of each Service does not include the time that the Client will need to give its feedback to General Populace on each deliverable presented, nor does it include any delays caused by factors outside of the reasonable control of General Populace. Client will use its commercially reasonable efforts to provide feedback on deliverables within a maximum of five (5) working days following Client’s receipt of each such deliverable and it is understood that the time that the Client will use to give its feedback will be added to the estimated delivery dates. Should Client fail to provide its feedback and/or any selections within a maximum of five (5) working days following Client’s receipt of a deliverable or request for information from General Populace, and failing any communication from the Client motivating the reason of the delay and consequently any written agreement with General Populace for the conditions of the postponement, General Populace shall be entitled to suspend its Services and collect from the Client for the full amount of the interrupted Services and all the Reimbursable Expenses which General Populace has sustained or has committed to sustain up until that time. Immediately upon the Client providing the awaited information or deliverables, General Populace shall immediately resume the suspended Services.

7.2 In the event of Project interruption by the Client or its employees, consultants, contractors, agents or anyone for whom any of them are responsible for reasons not attributable to the act, omission or misconduct of General Populace (for example technical and/or commercial internal checks, internal sharing of information by the Client, etc.) which interrupts the activities of General Populace for more than thirty (30) days, General Populace shall have the right, in addition to its other rights under this Agreement, to invoice Client for the full amount of the interrupted phase of Services and all the Reimbursable Expenses which General Populace has sustained or has committed to sustain up until that time. In addition, if such interruption lasts more than thirty (30) days, General Populace shall be entitled to terminate this Agreement for cause upon written notice to Client; and upon such termination, neither party shall have any obligations to the other except as set forth in Section 9.2.1 herein and except for those obligations that will survive the termination of this Agreement.

7.3 Notwithstanding anything to the contrary, General Populace shall have no liability for any damages incurred by Client because of any delay or interruption in the Services not caused by the act, omission, or misconduct of General Populace.

8. Ownership of Concepts and Intellectual Property Rights.

8.1 Documents, in any medium, including graphic and pictorial representations, indicating the design of the Project including those in electronic form, prepared by General Populace and its suppliers, if any, are “Instruments of Service”. General Populace shall retain all common law, statutory, and other reserved rights, including the copyright, to the Instruments of Service. The Client and its representatives and other consultants shall have access, at all reasonable times, to inspect and make copies of the Instruments of Service for information and reference in connection with the Client’s construction, completion, alteration, maintenance, use and occupancy of the Project. Upon completion of the Services or any earlier termination of this Agreement, and so long as General Populace has been paid the total, global amounts and all fees to be paid to General Populace under Agreement for all Services and Reimbursable Expenses (as modified by signed change order), General Populace and its suppliers, if any, shall furnish Client with copies of all Instruments of Service produced during the course of the Services.

8.2 Subject to Section 8.1, General Populace represents and warrants that General Populace owns any and all copyright interests in and to its drawings and illustrations and has the right to produce the Instruments of Service. Once General Populace has been paid the total, global amounts to be paid to General Populace that are actually due under Agreement for all Services and Reimbursable Expenses (as modified by signed change order), General Populace will grant to Client the ownership of any output of the Services developed by General Populace in connection with this agreement or created by General Populace as a result of the service performed under this Agreement (“the Work”) granted that the Client shall use the Items only in connection with the Work, and subject to the terms of Section 8.3 hereof.

8.3 Client recognizes: (i) that General Populace’s design approach may draw upon pre-existing traditional forms and details, and (ii) that standard design details developed by General Populace or its suppliers, if any, which are not unique to this Project are likely to be re-used in connection with other projects which have different design concepts, and the Client understands that General Populace may use such standard discrete elements contained within the Instruments of Service generated and authored by General Populace and its suppliers, if any, for its repeated, regular and ongoing use in plans, specifications, reports or other Instruments of Service for its clients; however, despite such right, General Populace agrees that any re-use of such elements shall not infringe on the uniqueness of the Project; provided, however, all use of the Instruments of Service by General Populace shall be limited by the obligations to retain any Confidential Information confidential pursuant to Section 3. General Populace shall be allowed to keep copies of all Instruments of Service and shall have the right to include photographic or artistic representations of the design of the Project among the General Populace’s promotional and professional materials. General Populace shall be given reasonable access upon prior notice to the completed Project to make such representations, provided that General Populace agrees to reasonable indemnifications and will not disrupt the guests, invitees, licensees, or employees at the Project.

8.4 Any use of the Instruments of Service by Client for portions of the Project for which General Populace was not involved shall be at Client’s sole risk and shall be without liability or legal exposure to General Populace. If Client modifies the Instruments of Service and Client chooses to proceed with same without retaining the services of General Populace, and provided that such use is not prohibited by law: (i) Client shall remove the signature and title block of General Populace from all documents to be used; (ii) Client shall retain designer(s) and engineer(s) who are properly registered in the state in which the Project is located and shall require each to modify the Instruments of Service for local code compliance and to accommodate specific site conditions; and (iii) to the fullest extent permitted by law, Client shall hold harmless, defend and indemnify General Populace, its managers, members, employees, representatives, agents, affiliates, successors and assigns harmless from and against any claims, damages, losses and expenses, including but not limited to reasonable attorneys’ and expert witnesses’ fees and costs, travel and investigation costs, court costs and other litigation-related expenses, arising out of any claim resulting from the revision, addition, misuse or alteration to or deviation from the Instruments of Service occurring subsequent to General Populace’s completion of same or the earlier termination of this Agreement.

8.5 General Populace shall provide copies of the Instruments of Service in its native electronic formats (“Electronic Data”). Electronic Data shall be in computer aided design and drafting (CAD) format. General Populace is not responsible for any errors or discrepancies in data within the digital files that are caused by translation errors resulting from differences in or misuse of computer software, hardware, and related equipment, disc malfunctions, and user error.

8.6 Submission or distribution of documents to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of General Populace’s reserved rights.

8.7 The provisions of this Section 8 shall survive the termination or expiration of this Agreement

9. Suspension, Pause, and Termination.
9.1 General Populace may suspend its Services in the event of non-payment by the Client (caused through no fault of General Populace or any of its employees, agents, contractors, consultants or anyone for whom they may be responsible). The Client may suspend payment related to the relevant Services in the event of non-performance by General Populace (caused through no fault of the Client or any of its employees, agents, contractors, consultants or anyone for whom they may be responsible); provided that the Client has notified General Populace of such non-performance in writing, and General Populace has not cured such non-compliance within fifteen (15) calendar days following the suspending Party’s written notice. In the event of this action, the Client accepts that whatever was prepaid to General Populace for the remainder of the month of Service will be non refundable. The Client may pause payment related to the relevant Services in the event no further Services are needed for a period of time by pausing the monthly subscription service at www.generalpopulace.com. In the event of this action, the Client accepts that whatever was prepaid to General Populace for the remainder of the month of Service will be non refundable, but will be held as credit to be used by the Client upon reactivation of Service.

9.2 Termination for Cause. Except as specifically provided in this Agreement, upon any default by General Populace, the Client, may terminate this Agreement by giving written notice of termination stating the nature of such default to General Populace or by cancelling its monthly subscription service at www.generalpopulace.com at any time during the relationship. In the event of this action, the Client accepts that whatever was prepaid to General Populace for the remainder of the month of Service will be non refundable.

9.2.1 If the Client is the defaulting Party, then the Client shall pay to General Populace: (i) for all Services performed in accordance with this Agreement through the date of termination of the Services; (ii) all Reimbursable Expenses incurred by General Populace and any Reimbursable Expenses that General Populace has committed to incur for the ongoing Services, provided that such commitment has been entered into before the date of receipt of the notice of the interruption or the cancellation and cannot be timely cancelled; and (iii) General Populace shall have such rights and remedies available to General Populace at law and in equity (which shall survive the termination of this Agreement).

9.2.2 Upon termination, neither Party shall have any further obligations or rights under this Agreement, except those specifically stated to survive the termination or expiration of this Agreement.

9.3 Termination for Convenience by the Client.
9.3.1 The Client is entitled to terminate this Agreement for its convenience (and without cause) at any time, by giving written notice of termination to General Populace or by cancelling its monthly subscription service at www.generalpopulace.com at any time during the relationship. In the event of this action, the Client accepts that whatever was prepaid to General Populace for the remainder of the month of Service will be non refundable. If the Client terminates the Agreement for convenience, Client shall pay General Populace for all Services performed through the date of termination of the Services, including Reimbursable Expenses (as defined in Section 20) incurred by General Populace as of the date of termination of the Services and all Reimbursable Expenses that General Populace has committed to incur for the ongoing Services, provided that such commitment has been entered into before the date of receipt of the notice of termination and cannot be timely cancelled.

10. Taxes. The Parties have sole responsibility for attending to compliance with respect to their own tax liabilities and/or obligations arising from the present contract. General Populace shall be solely responsible for all taxes due and assessable with respect to the payments made by Client to General Populace herein, and the Client is not responsible for withholding, and shall not withhold, FICA or taxes of any kind from any payments which it owes or pays General Populace.

11. Assignment. The Parties acknowledge that the professional services of General Populace are unique, and accordingly this Agreement is deemed personal to General Populace and may not be assigned by General Populace. This Agreement shall not be assigned to by the Client without the prior written consent of General Populace, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, no prior written consent from General Populace will be required in the event that this Agreement is assigned by the Client (i) to any affiliate of the Client or person/entity acquiring the Client or all or substantially all of the Client’s assets; or (ii) for collateral purposes, to any construction or working capital lender of the Client (and General Populace shall attorn to said lender should it take over the Client’s position in the Project). Except as otherwise herein provided, the Agreement shall inure to the benefits of and shall be binding upon the successors of the Parties.

12. Governing Law and Venue. This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of Georgia, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. To the extent that any lawsuit is permitted under this Agreement, the parties hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in Chatham County, Georgia.

13. Entire Agreement. This Agreement, shall constitute the entire agreement between the Parties with respect to the subject matter. It shall supersede all prior agreements between them on the same subject matter and shall be binding on them unless an amendment thereto is specifically signed in writing by both Parties. In case of discrepancies between any other documents (such as, for example, Exhibits, Design briefing documents, etc.), and the provisions of this Agreement, the latter shall prevail.

14. Attorney’s Fees. In the event that it becomes necessary for any Party to incur legal fees and expenses for the enforcement of this Agreement, whether or not it was necessary for such Party to institute suit, the prevailing Party shall be entitled to recover its reasonable costs and attorneys’ fees (including paralegal fees) specifically including reasonable fees and costs incurred in all trial, bankruptcy, and appellate levels.

15. Use of General Populace Trademark. This Agreement does not authorize any use of any General Populace Trademarks or its name.

16. Waiver of Consequential Damages / Limits of Liability.
16.1 Notwithstanding anything to the contrary, Client and General Populace waive any claim for consequential damages against each other for claims, disputes or other matters in question arising out of or relating to this Agreement or the Project. This mutual waiver is applicable, without limitation, to all consequential, special, or incidental damages due to either Party's termination of this Agreement. Notwithstanding anything stated to the contrary, General Populace's total liability under this Agreement shall not exceed the greater of (a) the total design fees paid to General Populace; and (b) the total amount of insurance coverage available under any insurance policy maintained by General Populace covering the Project.

17. No Individual Liability. Pursuant to Georgia law, the Client acknowledges and agrees that an individual employee or agent of General Populace may not be held individually liable for negligence or any breach of this contract.

18. Additional Services. “Additional Services” are defined as any services not included in the Deliverables set forth in this Agreement. To the extent that Client requests that General Populace perform any Additional Services for the Project, and General Populace agrees to perform same, the Parties will execute a change order describing such Additional Services and the resulting increase in General Populace’s compensation.

19. Reimbursable Expenses. “Reimbursable Expenses” are all necessary and appropriate out-of-pocket costs and expenses (but not overhead or profit) incurred by General Populace in the course of performing the Services, and are in addition to General Populace’s subscription fee and other compensation set forth in this Agreement for the Services and any Additional Services. Reimbursable Expenses include, but are not limited to: expenses for authorized travel such as airfare, cab fares and parking, lodging, meals and ground transportation, document reproduction costs, long distance telephone and facsimile charges, and postal, delivery service charges, and charges for illustrations, mock-ups, and photography. Reimbursable Expenses shall be billed at actual cost and itemized in a reasonable and clear manner.

20. Payments. Progress payments for Additional Services and Reimbursable Expenses shall be due and payable within seven (7) days following Client’s receipt of General Populace’s invoice, unless reasonably disputed by Client. Amounts due and unpaid thirty (30) days following the dates established herein (unless reasonably disputed by Client) shall be assessed a service charge of one and one-half percent per incident, plus interest at the rate of 5% per annum.

21. Authority. The person executing this Agreement on behalf of each of the Parties hereby warrants that he is duly authorized to execute this Agreement on behalf of such Party.

22. Time is of the Essence. Time is of the essence for all the terms of this Agreement.

23. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be considered to be an original but all of which together shall constitute one and the same instrument. Copies, including electronic copies, of signatures and this Agreement shall be deemed for all purposes to constitute an original.

24. Third Party Beneficiaries. The terms and provisions of this Agreement are intended solely for the benefit of each Party, and their respective successors or permitted assigns, and it is not the intention of the Parties to confer third-party beneficiary rights upon any other person.

25. Non-Waiver. The waiver by any Party of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by that Party.

26. Implementation. Client expressly acknowledges and agreed that General Populace shall not be responsible for the quality or timeliness of any third-party Implementation services or supplier, irrespective of whether General Populace assists or advises the Client in evaluating, selecting, or monitoring the provider of such services or suppliers.

27. Force Majeure. General Populace shall not be deemed in breach of this Agreement if unable to complete the Services or any portion thereof by reasons of fire, earthquake, hurricane, natural disaster, labor dispute, act of God or public enemy, death, illness or incapacity of General Populace or any local, state, federal, national, or international law, governmental order or regulation or any other event beyond General Populace’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, General Populace 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.

28. Non-Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties

29. Invoices. Although all payments will be made by the Client for Services rendered by General Populace before any work begins on a monthly basis via General Populace’s subscription service found on www.generalpopulace.com, in the case of an invoice, all invoices are payable within 30 days of receipt. A monthly service charge of 1.5 percent (or greatest amount allowed by state law) is payable on all overdue balances. Payments shall be credited first to late payment charges and next to the unpaid balance. Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. General Populace reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of intellectual property rights are conditioned upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses, Fees, and Charges.

30. Headings. The numbering and captions of various sections are solely for convenience and reference purposes only and shall not affect the scope, meaning, intent, or interpretation of the provisions of this Agreement nor shall such headings otherwise by given any legal effect.