Terms and Agreements

TERMS OF USE AGREEMENT

This Terms of Use Agreement (the “Agreement”) constitutes a legally binding agreement between Designapix, LLC, a limited liability company organized under the laws of the state of Maryland (“Designapix”), and the client, whether acting personally or on behalf of an entity (“Client”), regarding the Client’s access to and use of Designapix’s website: https://www.designapix.com/ (the “Website”) and any related media forms, channels, mobile websites, or mobile applications connected to it. If the Client does not agree to all the terms, conditions, and obligations contained herein, they are expressly prohibited from using the Website and must discontinue use immediately. Thereafter, the relationship between the Client and Designapix shall cease, except that any outstanding obligations of the Client to pay for services rendered shall remain in effect.

  1. Intellectual Property Rights

Unless otherwise indicated, the Website is the property of Designapix. All source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics of any nature (collectively referred to as the “Content”), along with the trademarks, service marks, and logos contained therein (the “Marks”), are owned and controlled by Designapix and are protected by copyright, trademark, and other applicable intellectual property laws in the United States and internationally. The Content and Marks are provided “As-Is” for your information and personal use only. Except as expressly stated herein, no part of the Website or Content may be copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose without Designapix’s prior written permission. Designapix reserves all rights in the Website, Content, and Marks.

  1. Ownership of Materials

Notwithstanding Designapix’s ownership of Submissions, as described in Section 6 (“Client Feedback”), all design and original source files created on the Client’s behalf (“Projects”) belong to the Client, and the Client shall be the sole owner of the copyright for all Projects. If, by operation of law, Designapix would otherwise become the owner of a Project, in whole or in part, Designapix irrevocably and perpetually assigns its entire interest in the Project to the Client. The Client warrants that any materials provided to Designapix as examples or for incorporation into a Project during the design process are owned by the Client and do not infringe or misappropriate any third party’s rights, including but not limited to intellectual property rights and rights of publicity. Designapix reserves the right to publicly share the Client’s design work (e.g., via social media or website) unless otherwise agreed upon in Section 18 of this document.

  1. Third-Party Fonts

If a Project incorporates fonts that are not owned by Designapix and require a commercial license for legal reproduction, distribution, or public display (“Third-Party Fonts”), Designapix will notify the Client in writing. This notice will include information sufficient for the Client to identify and purchase the necessary licenses from the rights-holder(s). Once Designapix has provided this notice, the Client assumes all responsibility for obtaining the required licenses for any Third-Party Fonts used in the Project.

  1. User Representations

By using the Website, the Client represents and warrants that:

The Client has the legal capacity and agrees to comply with these Terms of Use;
The Client is not a minor in their jurisdiction of residence;
The Client will not access the Website through automated or non-human means;
The Client will not use the Website for any illegal or unauthorized purpose;
The Client’s use of the Website will comply with all applicable laws and regulations.

  1. Prohibited Activities

The Client shall not access or use the Website for any purpose other than those for which it is made available. The Website may not be used in connection with any commercial endeavors unrelated to the work performed by Designapix on behalf of the Client. The Client agrees to refrain from the following:

Making any unauthorized use of the Website;
Retrieving data or content for the purpose of creating a database or directory;
Circumventing, disabling, or interfering with security-related features on the Website;
Engaging in unauthorized framing or linking of the Website;
Tricking, defrauding, or misleading Designapix or other users;
Interfering with, disrupting, or creating an undue burden on the Website or Designapix’s networks or servers;
Using the Website to compete with Designapix;
Deciphering, decompiling, disassembling, or reverse engineering any of the software comprising or making up part of the Website;
Bypassing any measures on the Website designed to prevent or restrict access to the Website or any portion thereof;
Harassing, annoying, intimidating, or threatening any of Designapix’s employees, independent contractors, or agents providing services through the Website;
Deleting the copyright or other rights notices from any Content;
Copying or adapting the Website’s software;
Uploading or transmitting, or attempting to do so, viruses, Trojan horses, or other material that interferes with the Website’s functionality or disrupts its operation;
Uploading or transmitting, or attempting to do so, any material that acts as a passive or active information collection or transmission mechanism;
Disparaging, tarnishing, or otherwise harming Designapix;
Using the Website in a manner inconsistent with any applicable laws, statutes, or regulations.

  1. Client Feedback

The Client acknowledges and agrees that any questions, comments, suggestions, or other feedback (each a “Submission”) shall be the sole property of Designapix. Designapix is under no obligation to keep a Submission confidential or to take steps to ensure its confidentiality. Designapix shall be the exclusive owner of all rights related to the Submission, except as provided under Section 2 (“Ownership of Materials”), and may use and disseminate a Submission for any lawful purpose without permission, acknowledgment, or compensation to the Client. The Client agrees that they have the right to provide the Submission and waives all claims and recourse against Designapix for its use of the Submission in accordance with these terms.

  1. Management and Oversight

Designapix reserves the right to monitor the Website for violations of these Terms of Use and to take appropriate legal action in response to any such violations or any applicable law, statute, or regulation. Designapix further reserves the right to restrict or deny access to the Website or to disable the Client’s use of the Website at its sole discretion, without notice or liability to the Client. All decisions regarding the management of the Website shall be made to protect Designapix’s rights and property.

  1. Privacy Policy

By using the Website, the Client agrees to be bound by the Privacy Policy, which is incorporated herein by reference. The Website is hosted in the United States of America. Accessing the Website from the EU, Asia, or other regions may subject the Client to different laws, statutes, or regulations regarding personal data collection, use, or disclosure. The Client’s continued use of the Website and transfer of data to the United States constitutes express consent to the transfer and processing of data in the United States. Designapix does not knowingly accept or solicit information from individuals under the age of 18. In accordance with the Children’s Online Privacy Protection Act, upon learning that a minor under the age of 13 has provided personally identifiable information without parental consent, Designapix will delete that information as soon as reasonably practicable. See privacy policy page.

  1. Termination 

Either party may terminate this contract at the end of the one-month period without any penalties or obligations beyond the completion of any ongoing work or payment for services rendered.

  1. Non-Payment 

If the client has not paid the full monthly amount owed after two consecutive months of service, then the Designer has the right to terminate the contract at any time.  The client has the obligation to pay the remaining fees owed without further service.  A notice will be sent to the client’s email upon and prior to termination.

  1. Ethical Standards 

The Designer reserves the right to refuse any project or part of a project that conflicts with their ethical standards or professional integrity. This includes but is not limited to work that promotes discrimination, violence, illegal activities, or harm to individuals or communities. In such cases, the Designer will communicate their concerns with the Client and may terminate the contract if mutually agreeable terms cannot be reached. The Client agrees to respect the Designer’s ethical boundaries and acknowledges that refusal of such work does not constitute a breach of contract.

  1. Returns and Refunds

Designapix reserves the right to deny refunds at its sole discretion, without notice or liability to the Client. Refund requests are assessed on a case-by-case basis. Should the Client request a refund during the first month of use, all materials produced by Designapix shall remain the property of the company and may not be used by the Client in any way. If a refund is deemed appropriate, a 25% fee will be applied to the remaining billable period. Designapix reserves the right to take appropriate legal action against the Client for any breach of this paragraph.

  1. Modification

Designapix reserves the right to change, alter, modify, amend, or remove any content on the Website for any reason at its sole discretion. Designapix also reserves the right to modify or discontinue all or part of the Website without notice or liability to the Client.

  1. Connection Interruptions

Designapix does not guarantee or warrant that the Website will be available and accessible at all times. Issues with hardware, software, or other factors beyond Designapix’s control may result in interruptions, delays, or errors. The Client agrees that Designapix shall not be liable for any loss, damage, or inconvenience caused by the Client’s inability to access or use the Website during any interruption in service.

  1. Governing Law

These Terms of Use shall be governed by and construed in accordance with the laws of the State of Kentucky, without regard to conflict of law principles.

  1. Litigation

Any legal action of any nature shall be brought in the state courts of Elizabethtown, Kentucky, or in the United States District Court for the District of Kentucky. The parties consent to personal jurisdiction in these courts and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act are expressly excluded from these Terms of Use.

  1. Disclaimer

The Website is provided on an “As-Is,” “As-Available” basis. The Client agrees that their use of the Website and Services is at their own risk

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