This website (the ‘Site”) is owned and operated by Designaphy LTD, a limited liability company duly organized under the laws of the United Kingdom and trading in its own name and as ‘Designaphy’.
ACCEPTANCE OF TERMS
These Terms of Service (this “Agreement”) between Designaphy and you, whether personally or on behalf of an entity (the “Client”), govern your access and use of Designaphy.com (the “Site”) and any services or subscription we provide (the “Services”)
By using this Site and accessing our Services in any manner, you acknowledge that you have read, understood, and agree to be bound by this Agreement.
By using the Site, you represent and warrant that:
- You are not a minor in the jurisdiction in which you reside
- You will not access the Site through automated or non-human means, whether through a bot, script, or otherwise
- Your use of the Site and Service will not violate any applicable law or regulation
- You will not use the Site and Service for any illegal or unauthorized purpose
- All registration information you submit will be true, accurate, current, and complete
INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated, the Site is the property of Designaphy and all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics of any nature and regardless of format (collectively, the “Content”) and the trademarks, service marks, and logos contained there (the “Marks”) are owned and controlled by us and are protected by copyright and trademark laws and any other applicable intellectual property law or regulation of England and Wales, foreign jurisdictions and international conventions.
No part of the Site and its content may be copied, distributed, republished, downloaded, reproduced, shared, posted, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, unless fully authorized by an authorized Designaphy representative.
Designaphy may grant permission to your organization to use materials on this Site at its discretion. Materials given permission to use may not be modified in any way, be used for commercial purposes, be decompiled or reverse engineered, remove copyright/proprietary notations, or transferred to another person to “mirror” or “duplicate” on any other server.
FEES & PRICING
Use of our Services requires upfront payment and payment of recurring fees, when applicable. Before Designaphy has any obligation to provide Services, Client must pay the fees (including applicable taxes) in full, in such amounts and for such billing frequency as specified during registration. Upon registering for our Services, Client authorizes us to charge Client’s method of payment (e.g., credit card) for the fees and applicable taxes from registration date based upon Client’s chosen billing frequency (e.g., monthly, quarterly, annually).
Client represents and warrants to Designaphy that such billing information is accurate, up to date, and that Client is authorized to make the payment.
We reserve the right to terminate your account in the event of non-payment of amounts owed to us.
We reserve the right to change our fees anytime. By continuing to use the Services, you accept such changes. We are not required to notify you of temporary promotions or reductions in fees.
There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
CANCELLATIONS AND REFUNDS
If you cancel your subscription, you will continue to have access to the Services and your design files through the end of your current paid billing term. Once the billing term has ended after cancelation, you will no longer have access to the Services and may lose access to your design files through the Site.
We do not issue refunds for any unused services. Upon cancellation, any contractual or transactional relationship between the parties shall be of no further force or effect and shall be considered void and terminated.
USER REGISTRATION & ACCOUNTS
In order to use the Service, you must register for an account with Designaphy (“Account”) and provide certain information about yourself as prompted by the Site registration form. You represent and warrant that you will: (a) provide accurate, current and complete information about you as may be prompted by any form on this Site (“Registration Data”); (b) maintain and promptly update the Registration Data, to keep it accurate, current and complete; (c) maintain the security of any password and identification information; (d) notify us immediately of any unauthorized use of your account; (e) accept sole responsibility for any and all activities that occur on Client’s account. Each person who uses the Site and Services must have a separate username and password. Client must provide a valid email address for each person that is authorized to use Client’s account. Client also agrees to provide any other information that we reasonably request.
You are responsible for maintaining the confidentiality of your Registration Data and are fully responsible for all activities that occur under your Account. Designaphy cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
USER DATA & CONTENT
Client is solely responsible for all data transmitted to or that relates to any activity Client has undertaken using the Services and the Site (“User Content”). By submitting User Content to us, you are representing that you are the owner of such User Content and/or have the necessary rights, licenses, and authorization to distribute it. Client grants us a worldwide, royalty free, non-exclusive license to access and use User Content to provide the Services.
By posting User Content through our Dashboard or submitting them via Email, you grant Designaphy a license to use it. Designaphy reserves the right to use published or unpublished work on our website and in advertising materials. You will still own exclusive rights to your content and any licenses you own remain yours. You simply grant Designaphy permission to use the User Content.
Designaphy shall have no liability to Client for any loss or corruption of any such data and Client hereby waives any right of action against Designaphy from any such loss or corruption.
Designaphy is not obligated to backup any User Content and User Content may be deleted at any time. Client is solely responsible for creating backup copies of User Content if he/she desires.
Client acknowledges and agrees that any questions, comments, feedback or suggestions regarding the Site or Services (“Feedback”) shall be the sole property of Designaphy and Designaphy is under no obligation to keep a submission confidential or take steps necessary to ensure the confidentiality of a Submission. Designaphy will treat any Feedback you provide to us as non-confidential and non-proprietary. Client agrees that he/she will not submit to Designaphy any information or ideas that are considered to be confidential or proprietary.
RELEASING COMPLETED WORK
When Designaphy delivers a final file to a Client, Client agrees to review and proof all files for any errors or omissions and notify us if any changes or corrections are needed within seven (7) days of receipt. Designaphy is not liable for any loss of business or loss of revenue incurred from errors in our design files.
OWNERSHIP OF MATERIALS
All design and original source files created on Client’s behalf (“Projects”) belong to Client, and Client shall be the sole and exclusive owner of all right, title, and interest in and to the deliverables, including all intellectual property rights therein. In the event that any operation of law would cause Designaphy to become the owner of a Project, in whole or in part, rather than Client, Designaphy irrevocably and perpetually assigns its entire interest in the Project to Client, without limitation.
Client warrants that any and all materials provided to Designaphy as material to be incorporated into a project during the design process are owned by Client and do not infringe on or misappropriate any third party’s rights, including, but not limited to, all intellectual property rights and any right of publicity.
In the course of providing the Services, we may use certain pre-existing materials. We and our licensors are, will remain, the sole and exclusive owners of all right, title, and interest in and to any pre-existing materials. We grant you a perpetual, limited, royalty-free, non-transferable, non-sublicensable, worldwide license to use, display, and distribute any pre-existing materials to the extent incorporated in, combined with, or otherwise necessary for the use of the Services or deliverables. We expressly reserve all other rights in and to such pre-existing materials.
You hereby grant us a limited, nonexclusive, non-sublicensable, royalty-free worldwide license to use, publish, and display and distribute any deliverables that we develop in connection with the Services for the purpose of marketing and advertising (the “Portfolio Rights License”). You may revoke the Portfolio Rights License at any time by sending written notice to hello at designaphy.com. If you revoke the Portfolio Rights License, we will stop using your deliverables for marketing and advertising purposes, however your deliverables may continue to exist elsewhere online such as where the deliverables have been used by others in accordance with the Portfolio Rights License.
The Site and Services may not be used for any purpose other than that for which the Site is made available to the Client, or in connection with any commercial endeavors except those related to the work performed by Designaphy on behalf of the Client. Further, you agree not to engage in the following:
- Upload, transmit, or distribute any computer viruses, worms, or any software intended to damage, modifiy, impair, disrupt, or alter the use, features, functions, operations or maintenance of the Site
- Interfere with, disrupt, or create an undue burden on servers or networks connected to the Site or Services or violate the regulations, policies or procedures of such networks, or remove, obscure, or alter any proprietary notices associated with the Site and/or Services
- Bypass any measures on the Site designed to prevent or restrict access to the Website or any portion thereof
- Copy or adapt the Site’s software and/or or display, mirror, or frame the Site, or otherwise attempt to interact with the operating system underlying the Site and/or Services.
- Use the website in an effort to compete with Designaphy
- Introduce software or automated agents or scripts to the Site or Services so as to produce multiple accounts, generate automated searches, requests and queries, or to Retrieve data or content for the purposes of creating or compiling a database or directory
- Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Website
- License, sell, rent, lease, transfer, assign, distribute, customize, or otherwise commercially exploit the Site or Services, or otherwise host or sub-license the Site and/or Services (or any part thereof)
- Modify, make derivative works of, adapt, translate, disassemble, reverse compile, decompile or reverse engineer any part of the Site or Services, or otherwise attempt to discover the source code in the Site and/or Services (or any part thereof)
- Make any unauthorized use of the Website or use the Website in a manner inconsistent with any applicable laws, statutes or regulations
- Use our Website and Services to incite or promote hostility or violence or discriminate against others, especially when based on race, religion, sex, sexual orientation, age, disability, ancestry, or national origin
SITE MANAGEMENT & ACCESS
Designaphy does not guarantee or warrant the Website will be available and accessible at all times. Issues with hardware, software or other items may result in interruption delays or errors beyond our control. Client agrees that Designaphy shall not be liable to Client for any loss, damage or inconvenience caused by Client’s inability to access or use the Website during any interruption in the connection or service.
Designaphy reserves the right to change, alter, modify, amend or remove anything or any content on the Site for any reason at its sole discretion. Designaphy reserves the right to modify or discontinue all or part of the Site without notice and without liability to Client.
Designaphy also reserves the right, but not the obligation to:
- In our sole discretion and without limitation, refuse, restrict access to, limited the availability of, or disable (to the extent technologically feasible) any of your contributions or any portion thereof
- In our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems
- You will not access the Site through automated or non-human means, whether through a bot, script, or otherwise.
- Otherwise, manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site
The Site and Services are provided “AS-IS” and “AS AVAILABLE” and we (and our suppliers) expressly disclaim any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We (and our suppliers) make no warranty that the Site or Services: (a) will meet your requirements; (b) will be available on an uninterrupted, timely, secure, or error-free basis; or (c) will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe.
We will assume no liability or responsibility for any: (a) errors, mistakes, or inaccuracies of content materials; (b) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the site; (c) any unauthorized access or use of our secure servers and/or financial information stored therein; (d) any interruption or cessation of transmission to or from the site; (e) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the site by any third party; or (f) any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use any content posted, transmitted, or otherwise made available via the site.
THIRD PARTY SITES & ADS
If this Site is available through any third-party platform, or if we provide links from this Site to any third-party platform, then we do not accept responsibility for any content or practices of such third parties.
LIMITATIONS OF LIABILITY
Designaphy and its directors, employees, members, independent contractors or agents shall not be liable to Client or any third party for any lost profits, revenues, data, financial losses or indirect, special, consequential, exemplary, or punitive damages arising out of the use or inability to use this site. Access to, and use of, the Site and Services are at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data resulting therefrom. To the extent permitted by law, our total liability, for any claims under these terms, including for any implied or expressed warranties, shall not exceed fifty dollars, regardless of the cause of action, in tort, contract, or otherwise. This paragraph does not affect any liability that cannot be excluded or limited under applicable law.
You agree to defend, indemnify, and hold us harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected to customer content or use of the services or any deliverables. You shall cooperate as required by us in the defense of any claim. We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not, in any event, settle any claim without our prior written consent.
If we are unable to perform any obligation under this Agreement because of any matter beyond our reasonable control, including but not limited to pandemic or wide spread out break of infectious diseases, government shutdown, lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial/labor disputes (whether or not involving our employees), acts of government, loss of or problems with telecommunications, utility services or other third party services, and hostile network attacks (each, a “Force Majeure Event”), we will have no liability to you for such failure to perform; provided, however, that we will resume performance promptly upon removal of the circumstances constituting the Force Majeure Event.
TERMINATION & DENIAL OF ACCESS
We may terminate Client’s account without prior notice or liability to Client, if we find, in our sole and exclusive discretion, that Client: (a) has violated this Agreement; (b) are not in alignment with our model; (c) are sharing usernames or passwords; (d) violate our core values; or (e) are abusing our services or team in any way, including using our services for illegal purpose.
Upon termination or suspension, Client is thereafter prohibited from registering and creating a new account under any name or on behalf of any third party. Designaphy reserves the right to take appropriate legal actions against Client for breach of this paragraph.
TERM AND TERMINATION
This Agreement will remain in full force and effect while you use the Site or Services. We may (a) suspend your rights to use the Site and/or Services (including your Account), including in part or in full, or (b) terminate this Agreement, at any time for a legitimate purpose, including in part or in full, and including for any use of the Site or Services in violation of this Agreement or where any of our licensors terminates our license to use any content.
All sections of this Agreement which by their nature should survive termination will survive termination, including but not limited to, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
Upon expiration or termination of your account or subscription to a Service, all rights under this Agreement relating to such Service will immediately terminate, you will lose all access to the applicable Service, including access to your account and Customer Content or other files. If we terminate the Agreement for your breach, any licenses to Licensed Content will terminate.
The parties agree that each of us may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding.
You consent to receive electronic communications from Designaphy and you agree that all agreements, notices, disclosures and other communications sent via email or through the Site satisfy any legal requirement that such communication be in writing.
This Agreement constitutes the entire agreement between you and Designaphy regarding the use of the Site and Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word including means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Designaphy is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.
For any questions or complaints regarding the Website, please contact us here.