Terms of service.

These Terms and Conditions (the “Agreement”) govern the subscription services provided by Happy Medium Packaging (“Service Provider,” “we,” or “Designer”) to the subscribing client (“Client” or “you”). By subscribing to our monthly packaging design or production service, you acknowledge that you have read, understood, and agree to be bound by this Agreement. A PDF version of this Agreement is available for download at the end of this thread.

1. Subscription Services Overview

We offer two subscription plans on a monthly retainer basis, each with a specific scope of services:

Design Subscription: Includes creative package design services for primary and/or secondary packaging, invitations, press/influencer kits, and promotional gifts. In the form of concept development and digital 3D renderings. We utilize standard stock packaging components for primary and/or secondary packaging (e.g. commonly available bottles, jars, closures) in our concepts, rather than custom-molded designs. This plan covers the conceptual and visual design of your packaging only, delivered in digital 3D rendered format.

Production Subscription: Includes assistance with packaging production logistics, such as mechanical production, sourcing and vetting packaging vendors, coordinating with manufacturers or printers, and overseeing quality control for production runs. We act as a coordinator and advisor during production to help bring the approved packaging design to reality.

Scope Limitations: The services provided under each subscription are limited to the activities described above. Any work or service not explicitly listed (for example, physical prototypes, printing services, product photography, marketing copy, etc.) is outside the scope and may require a separate agreement or additional fees.

2. Fees, Billing, and Payment Terms

Monthly Retainer: By subscribing, the Client agrees to pay the monthly retainer fee for the selected plan. Billing occurs at the beginning of each subscription period (monthly, unless otherwise agreed). Fees are payable in advance and are exclusive of applicable taxes (e.g., sales tax or VAT, if any), which the Client is responsible for paying.

Auto-Renewal: The subscription will automatically renew each month unless canceled in accordance with this Agreement. By providing a payment method, you authorize us to charge the monthly fee to that payment method on a recurring basis. If billing fails or payment is not received on time, we reserve the right to suspend work and access to deliverables until the account is brought current.

Changes to Fees: We may adjust subscription fees with prior notice. Monthly subscribers will receive at least 30 days’ notice of any fee changes. Continued use of the service after a fee change constitutes acceptance of the new rate.

Out-of-Pocket Expenses: The monthly fee covers our design and coordination labor only. Costs for any third-party expenses are not included in the subscription fee. For example, the Client is responsible for or will be separately billed for:

Travel Expenses: If our team’s travel is necessary for on-site meetings, press checks, or factory visits, those travel costs (transportation, lodging, per diem) are not included and will be charged to the Client or must be prepaid by the Client .

Shipping & Delivery: Any shipping or courier costs for samples, prototypes, or final goods are the Client’s responsibility .

Physical prototypes and Mock-ups: Design concepts are presented as 3D renders only. The cost of producing physical mock-ups or prototypes (including 3D prints or sample packaging units) is not included. If physical samples are needed, we will obtain Client approval and either have the Client pay the vendor directly or invoice the cost separately.

Production Costs: All costs related to mass production of the final packaging (e.g. manufacturing, printing, assembly) are separate from the subscription. The Production Subscription helps coordinate these efforts, but the actual production expenses must be paid by the Client to the vendors or through separate billing. We do not assume liability for paying vendors on the Client’s behalf unless expressly agreed.

Stock or Licensed Assets: If the design requires purchase of stock images, fonts, or other licensed materials, or commissioning illustrators those costs will be approved by Client and billed in addition to the subscription fee.

Taxes and Duties: The Client is responsible for any sales taxes, import/export duties, or similar charges that may apply to the project, especially if the project involves international shipping or commerce . We will obtain Client’s approval for any substantial out-of-pocket expense before incurring the cost. If any such additional costs are anticipated, they will either be invoiced to the Client at cost (with receipt provided) or the Client may be asked to pay the third-party vendor directly.

3. Term, Cancellation and Refund Policy

Term: The initial term of the subscription is one month, starting on the date of subscription. Thereafter, the term renews month-to-month automatically. This Agreement remains in effect for as long as the subscription is active.
Pause: The Client is allowed 1 “pause” per month, where the subscription is halted. Until a pause feature is installed on site – The Client will request “Pause” via email to monika@Happymediumpackaging.com. When the Client is ready to resume, a resume date is requested via emai. Happy Medium Packaging will give the Client a subscription end/renewal date equal to the number of days left in the month of subscription.
Cancellation by Client: You may cancel your subscription at any time by providing written notice (email is acceptable) to us. However, our refund policy is as follows:

If you cancel within the first 7 calendar days of a new subscription period, you will receive a 75% refund of the subscription fee for that period. We retain 25% of the fee to cover administrative and preliminary work costs.

No Refund After 7 Days: If you cancel after the first 7 days of a subscription period, you will not be entitled to any refund for that month and no further billing will occur thereafter. Essentially, after 7 days into a month, The subscription will remain active until the end of the paid month. To illustrate, if a monthly period starts on January 1 and you cancel on January 5, you receive 75% of January’s fee back. If you cancel on January 10, no refund is issued for January, but the cancellation will stop the February billing.

Service Access After Cancellation: Upon cancellation, we will continue to provide access to any work product or files already produced for the remainder of the paid term. After the paid term concludes, work will cease and your access to any client portals or collaborative tools we provide may be disabled. We recommend that you download or backup all deliverables provided to you before your subscription term
ends . We are not obligated to retain your project files beyond a reasonable period after termination, so timely retrieval of files is advised.

Reactivation: If you decide to re-subscribe after canceling, you may do so at any time, subject to the then current fees and terms.
Termination by Service Provider: We reserve the right to terminate or not renew your subscription for material breach of this Agreement by the Client (such as non-payment or misuse of deliverables), or if we decide to discontinue the subscription service. In such cases, we will provide notice to you. If we terminate for convenience (not due to your breach), we will refund any prepaid fees for the remaining period on a prorata basis. If termination is due to your breach of the Agreement or misuse of our services, no refund will be issued for the current term.

4. Scope of Services and Exclusions

Our goal is to fulfill the services promised under your subscription plan, but it is important to clarify what is not included to manage expectations. Unless expressly agreed in writing, the following items and tasks are excluded from the subscription services:

Travel, Shipping, and Logistics: As noted above, any travel to client sites, shipping of materials, or courier services are outside the included services (and any such assistance will incur additional costs as per Section 2) .

Copywriting and Content Creation: We do not provide copywriting or editing of the text/content that appears on your packaging (such as product descriptions, ingredients, warnings, or marketing copy). The Client is responsible for providing all final text, claims, and information to be used in the design . We can flow provided text into the design, but we do not create or verify the content. All copy must be proofread and approved by the Client.
Legal Review and Regulatory Compliance: It is the Client’s responsibility to ensure that the packaging design (including all text, graphics, and claims) complies with all applicable laws and regulations in the target market (for example, FDA regulations or food/cosmetics, labeling requirements, hazard warnings, recycling markings, etc.) . We do not conduct trademark or patent searches for your product name or logos, and we do not guarantee that the design will be legally permissible in all jurisdictions. All required legal reviews or approvals must be the responsibility of the Client. The Client shall hold us harmless from any liability arising from the content or legality of the packaging as provided by the Client.
Product Manufacturing or Fulfillment: While the Production Subscription includes coordination with manufacturers and/or printers, we do not physically produce your packaging or product. Any warranties or guarantees regarding the actual manufactured goods (quality, quantity, timelines) are between the Client and the manufacturing vendor. We will use reasonable efforts to oversee quality (e.g. reviewing samples, communicating with vendors), but ultimate responsibility for selecting or approving reliable vendors and the outcome of production lies with the Client .

Post-Approval Changes or Mistakes: After the Client has given final approval to a design or proof, vendor estimates, any subsequent changes or error corrections are outside the scope of the initial service. We will of course fix any errors we introduce, but if an error was present in a proof that the Client approved (for example, a typo in the text that was not caught during review), any costs to remedy that error (such as reprinting costs) will be the Client’s responsibility . We strongly encourage the Client to review all proofs and renderings carefully for accuracy before giving approval. Once approved, the design is considered final, and further modifications will be treated as new requests or change orders.

Additional Services: Any service not specifically outlined in your subscription description is not included. For example, services like website design, branding strategy, or retail display design, printing management beyond coordination, on-site supervision, etc., would require separate arrangements. If you’re unsure whether a particular task is included, please ask—we can often accommodate requests either within the subscription or via an add-on agreement. If the Client requests work that is outside the subscribed scope, we will inform the Client as soon as possible and discuss how to proceed (whether by upgrading the subscription, one-time fees, or engaging aseparate project contract).

5. Client Responsibilities and Cooperation

The success of any design or production project depends on collaboration. The Client agrees to fulfill the following responsibilities in a timely manner:

Provide Accurate Information and Materials: The Client will provide all necessary information, assets, and materials for the project, including (but not limited to) product specifications, brand guidelines, logos, and the complete and final copy/text to be placed on the packaging. The Client represents and warrants that they have rights to all materials they provide (e.g., text, images, logos) and that such materials do not infringe any third-party intellectual property rights . The Client also confirms that any claims or statements in the packaging copy (such as “organic,” “FDA approved,” health claims, etc.) are truthful and compliant with regulations, and that they can substantiate those claims if required .

Proofreading and Final Review: As noted in Section 4, the Client is responsible for thoroughly proofreading all text and checking all design elements in the deliverables. While we strive for accuracy, the Client’s review is the final checkpoint to catch any errors or omissions. By giving final approval, the Client accepts the work as-is, and any further corrections will be at the Client’s cost.

Access and Assets for Production Coordination: For the Production Subscription, the Client must provide us with the necessary access and introductions to any existing vendors or manufacturers, or permission for us to contact new vendors on the Client’s behalf. The Client should also ensure that vendors are informed we are acting as the Client’s agent for coordination purposes. Any estimates will be approved by The Client. We are not responsible for any delays caused by unpaid invoices from vendors for materials or production.

Compliance and Releases: If the project involves use of any third-party intellectual property (e.g., licensed images, illustrations, fonts, or the likeness of a person) provided by the Client, the Client is responsible for obtaining all necessary licenses or release forms. We will assume that anything the Client provides to us is cleared for use. The Client agrees to indemnify and hold us harmless from any claims arising from the use of unlicensed or infringing materials provided by the Client. 

6. Intellectual Property Rights and Copyright

Ownership of Deliverables: We acknowledge that the ultimate goal of our services is to create packaging designs for the Client’s use. However, under U.S. copyright law, preliminary design work and final design files created by Happy Medium Packaging are intellectual property. All designs, graphics, and deliverables we create are, at creation, owned by the Designer. Upon full payment of all fees due for a particular deliverable or month of service, the Client is granted a perpetual, worldwide license to use the final deliverables for their product packaging, marketing, and other business purposes as intended. This license is exclusive to the Client for that product/brand, meaning we will not license the same design to another party. In other words, once you have a paid subscription, you have the right to use the designs freely in connection with your business. The designs remain our property and no usage or reproduction is permitted except to review them internally. If this Agreement is terminated before final payment, any designs or concepts that have not been paid for must not be used by the Client, and we retain all rights to those unused designs.

Work-for-Hire Arrangements: If explicitly agreed in a written addendum, we can designate certain deliverables as “work made for hire” and assign copyrights to the Client. In absence of such an explicit agreement, the above licensing terms apply (i.e., we grant a license upon payment, rather than automatically transferring copyright). This approach is consistent with standard design industry practices, where the designer retains ownership until payment and then licenses or assigns rights to the client .

Authorship and Moral Rights: We reserve the right to be credited as the designer/creator of the packaging design where credits are given. The Client is not obligated to put a design credit on the packaging itself (unless agreed), but we may request or negotiate for a discreet credit line in certain projects. Regardless, nothing in this Agreement shall be construed to prevent us from claiming authorship credit in our portfolio or case studies.

Designer’s Portfolio Usage: The Designer retains the right to reproduce, publish, and display the final deliverables, including the Client’s brand/name as part of the project, in the Designer’s portfolios, websites, social media, and in design competitions or publications, for the legitimate purposes of showcasing our work and professional advancement . We will not reveal confidential launch information before the Client makes it public, but after the product is introduced to the market (or with Client’s permission), we may display the work. This promotional use may include mock-ups of the packaging or photographs of the actual product packaging.

Physical Samples for Portfolio: The Client agrees to provide Happy Medium Packaging, upon request, with a reasonable quantity of the final produced packaging or product (for example, 1-5 units as appropriate) at no charge, once production is complete. This is so we have physical samples for our archives, to photograph for our portfolio, and to ensure accuracy in our case study documentation . We can arrange and pay for the shipping of these samples if needed. This clause is important to us as designers to be able to celebrate the work we’ve done for you, and we appreciate your cooperation in this regard.

Use on Designer’s Website and Social Media: As part of the portfolio rights, we may display images of the Client’s packaging design and mention the Client’s name and a basic project description on our website and social media profiles. This will typically be done in a tasteful manner to highlight the design. If the Client has specific restrictions (for example, the product must not be revealed before a certain date), the Client should communicate that, and we will honor any reasonable confidentiality period.

7. Confidentiality

We understand that packaging design for new products often involves sensitive information (e.g., unreleased product details, formulas, marketing strategies). Both parties agree to keep confidential any non-public information learned about the other during this collaboration.

We, as the Service Provider, agree not to disclose or use any of the Client’s confidential information or trade secrets for any purpose outside of this project. Confidential information includes, but is not limited to, product information, business plans, pricing, supplier contacts, and any materials marked or described as confidential. Likewise, if we share any of our own proprietary processes or methods that are not public, the Client agrees to keep those confidential. This mutual confidentiality obligation remains in effect during the subscription and for at least one year after its termination. The restriction does not apply to information that is or becomes public through no breach by the receiving party, or information that was already legally in the receiving party’s possession. We may also disclose information if required by law or court order, but will (if legally allowed) notify the other party beforehand.

8. Disclaimers of Warranty

We strive to provide high-quality design and consulting services, but there are some important disclaimers:

“As-Is” Services: All services and deliverables are provided on an “AS IS” basis, without warranties or guarantees of any kind. We do not warrant that our designs or advice will guarantee any particular outcome for the Client’s product (for example, we cannot guarantee
increased sales, regulatory approval, or absence of third-party intellectual property conflicts). We will perform our services with reasonable care and skill, but we disclaim any implied warranties, including any warranties of merchantability or fitness for a particular purpose .

Third-Party Services and Materials: Any recommendations we make for third-party services (such as printers, component suppliers, couriers, etc.) are made in good faith. However, we do not control third-party providers and thus make no warranty or guarantee regarding their performance, quality, pricing, or reliability . The Client agrees that we are not responsible if a third-party vendor fails to meet expectations or causes delays or damages. Similarly, if we incorporate any third-party materials (such as stock components or imagery) at the Client’s request, we do not warrant those materials — any issues or defects inherent to third-party materials are outside our control.

No Legal or Regulatory Warranty: We are not providing legal advice, and we make no warranty that the deliverables will definitively satisfy all legal requirements in every jurisdiction. Our suggestions regarding compliance (if any) are based on experience but should be verified by the Client’s legal counsel. We expressly disclaim any responsibility for legal compliance of the packaging beyond what is stated in the Client’s provided specifications or instructions.

No Other Warranties: Except as expressly set forth in this Agreement, we do not make any other warranties. For example, we cannot guarantee that the packaging design will be manufacturable exactly as envisioned without tolerances or adjustments, or that it will suit every possible use-case the Client might have. All conditions, warranties or representations not expressly stated in this Agreement are hereby disclaimed to the fullest extent permitted by law.

9. Limitation of Liability

To the fullest extent permitted by law, Happy Medium Packaging’s liability to the Client is limited. In no event shall we (or our employees, contractors, or agents) be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or relating to this Agreement or the services provided, even if we have been advised of the possibility of such damages. This includes, without limitation, losses such as lost profits or revenue, loss of goodwill, lost opportunities, or the costs of delay or business interruption.

Our total liability for any claims, damages or losses arising from this Agreement or the services, whether in contract, tort or otherwise, shall not exceed the total amount of fees paid by the Client to us in the six (6) months preceding the event giving rise to the claim. For example, if an error in the design (that was not caught during approval) forces a reprint, our responsibility for the cost of that error will not exceed six months’ worth of your subscription fees (and may be less, if the actual project fee was less). Some states do not allow certain liability limitations, so to the extent those laws apply, some of the above limitations may not apply. Nothing in this Agreement shall limit or exclude our liability for gross negligence, willful misconduct, or any other liability that cannot be limited by law. However, we assume no liability for any claim arising from the Client’s failure to obtain appropriate approvals (legal, regulatory or otherwise), nor for the Client’s use or misuse of the deliverables.

10. Indemnification

Client Indemnity: The Client agrees to defend, indemnify, and hold harmless Happy Medium Packaging and our affiliates, officers, employees, and agents (the “Indemnified Parties”) from and against any and all third-party claims, liabilities, damages, or expenses (including reasonable attorneys’ fees) arising out of or related to:

The Client’s breach of any term, representation, or warranty in this Agreement; The Client’s use of the deliverables or services, including any claims that the packaging or product is unsafe, defective, or violates any law or regulation; Any infringement or alleged infringement of intellectual property or privacy rights caused by information, designs, or materials the Client provided to us or instructed us to use (for example, if The Client provided a logo or slogan that infringes someone’s trademark) ; and The Client’s negligence or willful misconduct in connection with this Agreement. This means that if a third party sues us due to something that was the Client’s responsibility or something the Client did (or failed to do), the Client will cover our costs and losses. We will promptly notify The Client of any such claim and allow the Client to assume control of the defense (with our reasonable cooperation at The Client’s expense). We reserve the right to participate in the defense with counsel of our choosing at our own expense, and the Client may not settle any claim that imposes any fault or liability on us without our written consent.

Designer’s Indemnity: We pride ourselves on original work and we assure that to the best of our knowledge, our design work does not knowingly infringe on any other party’s copyrights, trademarks, or patents. If a third party brings a claim against the Client alleging that the design created by Happy Medium Packaging (and used unchanged by the Client) infringes a U.S. copyright or trademark, and if this did not result from any material provided by the Client, then we will defend such a claim at our expense and indemnify The Client against direct damages awarded (or settlement amounts we consent to) for such claim. This obligation is conditional on the Client notifying us promptly of the claim, giving us sole control of the defense or settlement negotiations, and cooperating with us. This Designer indemnity does not apply to: (a) any modifications to the deliverables made by anyone other than us, (b) combinations of the deliverables with any other materials not furnished by us, or (c) any use of the deliverables beyond that contemplated by this Agreement. If the deliverables are found to infringe, we may choose to modify them to be noninfringing or obtain a license for the Client to continue using them, or if those are not feasible, terminate the Client’s use of those deliverables and provide a refund of fees paid for the infringing portion. This section states our entire liability and the Client’s sole remedy for any intellectual property infringement by our deliverables.

11. Geographic Limitations and International Use

Service Territory: At this time, Happy Medium Packaging is based in the United States and our services are primarily offered to Clients located in the U.S. All work is conducted in English and based on U.S. standards and regulations. We do not guarantee the availability or feasibility of our services for Clients in other countries.

International Clients or Projects: If the Client is located outside the U.S. or if the project involves international markets, the Client should be aware that additional terms or requirements might apply. For example, there may be additional taxes, duties, or import/export regulations affecting the project. The Client is responsible for any such international requirements or costs. We also may require additional lead time or adjustments for international coordination (time zone differences, international shipping of samples, etc.). In some cases, we may decline or terminate a project if we determine we cannot adequately service an international request under this Agreement’s framework.

Compliance with Laws: The Client is responsible for ensuring that the use of our services and the resulting designs are lawful in the jurisdictions where the Client operates or where the Client’s products will be sold. If the Client intends to use the packaging in countries outside the U.S., it is the Client’s duty to inform us of any special regulatory requirements in those countries (such as language translation, specific warning label formats, recycling symbols, etc.). We will do our best to accommodate, but ultimate compliance for international regulations lies with the Client.

Governing Law Implications: Please note that Section 12 (Governing Law) below designates U.S. law (and specifically the law of [Your State]) as governing this Agreement. If you are an international client, you understand and agree that this Agreement will still be interpreted under U.S. law and, in most cases, any disputes will be resolved in the U.S. (unless otherwise required by a specific law of your country that cannot be waived). We make no representations that our services or this Agreement comply with the laws of any country other than the United States. If you are accessing our services from outside the U.S., you do so on your own initiative and are responsible for compliance with local laws.

12. Governing Law and Dispute Resolution

This Agreement shall be governed by and interpreted in accordance with the laws of the State of California, USA, without regard to its conflict of law principles, and the federal copyright and trademark laws of the United States where applicable. Both the Client and Happy Medium Packaging agree that any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Alameda County, California. Both parties consent to the personal jurisdiction and venue of such courts. If either party needs to enforce their rights under this Agreement and prevails in a legal action, the prevailing party shall be entitled to recover its reasonable attorney’s fees and costs from the other party, in addition to any other relief awarded.

Remedies: Before resorting to litigation, the parties agree to attempt in good faith to resolve any dispute by negotiation and, if that fails, to consider mediation. Any mediation would take place in California unless otherwise agreed. If a dispute cannot be resolved amicably, all rights and remedies at law or equity are reserved, except as modified by this Agreement’s limitations and provisions.

13. Miscellaneous Provisions

Entire Agreement: This Agreement constitutes the entire understanding between the Client and Happy Medium Packaging with respect to the subscription services and deliverables. It supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written. Any modification to this Agreement must be in writing and signed by both parties (email confirmation from both parties can suffice as written consent for amendments).

Assignment: The Client may not assign or transfer this Agreement or any rights or obligations hereunder to any third party without our prior written consent. We may assign this Agreement to a successor in the event of a merger, acquisition, or sale of our business or assets. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

Independent Contractor: The relationship between Happy Medium Packaging and the Client is that of independent contractor and client. This Agreement does not create a partnership, joint venture, or employment relationship. Neither party is an agent of the other, and neither can bind the other to any obligation outside this Agreement.

No Waiver: If either party fails to enforce any provision of this Agreement or delays in enforcing it, that does not waive the party’s right to enforce the same provision later or any other provision. A waiver of any breach shall not constitute a waiver of any subsequent breach.

Severability: If any provision of this Agreement is found to be illegal, invalid, or unenforceable by a court of competent jurisdiction, the remainder of the Agreement will remain in full force and effect. The invalid provision will be deemed modified to the least degree necessary to remedy the invalidity while preserving the intent of the parties, or if that’s not possible, it will be severed from this Agreement.

Headings: Section headings in this Agreement are for convenience only and have no legal or contractual effect.

Force Majeure: We will not be deemed in breach of this Agreement if our performance is delayed or prevented due to events beyond our reasonable control, such as natural disasters, acts of government, strikes, war, terrorism, or widespread internet/power outages. In such an event, we will notify the Client and make good faith efforts to resume work as soon as practicable.

14. Acceptance

By clicking “I Agree,” signing below (if applicable), subscribing to a membership or by otherwise indicating acceptance electronically, the Client acknowledges that they have read and understood these Terms and Conditions, and agrees to be bound by them. If an individual is accepting on behalf of a company or other legal entity, that individual represents that they have the authority to bind that entity to this Agreement.

Last updated on 8/1/2025

For any questions regarding these Terms and Conditions, please contact us at monika@happymediumpackaging.com. We encourage you to save or print a copy of this Agreement for your records.