Terms of Service
These Terms do not apply to your access to and use of the products and services which we market for subscription on our Website (our “Services”) which are governed by the applicable agreement between you and Simpliciti Designs relating to your access to and use of such Services (“Service Agreement”). Should there be any conflict between these Terms and the Service Agreement, the Service Agreement shall prevail.
1. Changes to Terms
These Terms, or any part thereof, may be modified by us, including the addition or removal of terms at any time, and such modifications, additions, or deletions will be effective immediately upon posting. Your use of the Websites after such posting shall be deemed to constitute acceptance by you of such modifications, additions, or deletions.
2. Changes to Websites
We may change or discontinue any aspect, service, or feature of the Websites at any time, including, but not limited to, content, availability, and equipment needed for access or use.
4. User Content Guidelines
The following terms apply to content submitted by you:
4.1 The Websites may contain feedback forms, comments sections, discussion forums, or other interactive features (“Interactive Areas”) in which you may post or upload your feedback or other user-generated content, comments, video, photos, messages, other materials, or items (collectively, “User Content”). You are solely responsible for your use of any Interactive Areas, and you use them at your own risk. Interactive Areas are available for individuals aged 13 years or older.
By submitting User Content to an Interactive Area, you represent that you are 13 years of age or older and, if you are under the age of 18, you either are an emancipated minor or have obtained the legal consent of your parent or legal guardian to enter into these Terms, submit content, and participate on the Websites.
4.2 By submitting any User Content or participating in an Interactive Area within or in connection with the Websites, you agree that you will not upload, post, or otherwise transmit any User Content that:
(a) violates or infringes in any way upon the rights of others, including any statements that may defame, harass, stalk, or threaten others;
(b) you know to be false, misleading, or inaccurate;
(c) contains blatant expressions of bigotry, racism, racially or ethnically offensive content, hate speech, abusiveness, vulgarity, or profanity;
(d) contains or advocates pornography or sexually explicit content, pedophilia, incest, bestiality, or that is otherwise obscene or lewd;
(e) violates any law or advocates or provides instruction on dangerous, illegal, or predatory acts, or discusses illegal activities with the intent to commit them;
(f) advocates violent behavior;
(g) poses a reasonable threat to personal or public safety;
(h) contains violent images of killing or physical abuse that appear to have been captured solely, or principally, for exploitative, prurient, or gratuitous purposes;
(i) is protected by copyright, trademark, trade secret, right of publicity, or other proprietary right without the express permission of the owner of such copyright, trademark, trade secret, right of publicity, or other proprietary right. The burden of determining that any User Content is not protected by copyright, trademark, trade secret, right of publicity, or other proprietary right rests with you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, trade secrets, rights of publicity, or other proprietary rights or any other harm resulting from such a submission.
Any person determined by Simpliciti Designs, in its sole discretion, to have violated the intellectual property or other rights of others shall be barred from submitting or posting any further material on the Websites;
(j) does not generally pertain to the designated topic or theme of any Interactive Area;
(k) contains any unsolicited or unauthorized advertising or promotional materials with respect to products or services, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation; or
(l) uses the name or likeness of an identifiable natural person without such person’s consent.
4.3 You agree not to represent or suggest, directly or indirectly, Simpliciti Designs' endorsement of User Content.
4.4 You agree not to upload, post, or otherwise transmit any User Content, software, or other materials that contain a virus or other harmful or disruptive component.
4.5 You agree not to use any service, technology, or automated system to artificially inflate the page views that your User Content receives. This includes pay-per-click services, web “robots,” and any other current or future technologies. You also agree not to direct any third party to use these services, technologies, or automated systems on your behalf.
4.6 You agree not to use any technology, service, or automated system to post more User Content than an individual could upload in a given period of time. You also agree not to direct any third party to use these services, technologies, or automated systems on your behalf.
4.7 Any conduct that we, in our sole discretion, believe restricts or inhibits anyone else from using or enjoying the Websites will not be permitted. We reserve the right in our sole discretion to remove or edit User Content submitted by you.
4.8 We are not responsible for the accuracy or credibility of any User Content and do not take any responsibility or assume any liability for any actions you may take as a result of reading User Content posted on the Websites. Through your use of Interactive Areas, you may be exposed to content that you may find offensive, objectionable, harmful, inaccurate, or deceptive. There may also be risks of dealing with underage persons, people acting under false pretense, international trade issues, and foreign nationals. By using Interactive Areas, you assume all associated risks.
4.9 We have the right, but not the obligation, to monitor User Content posted or uploaded to the Websites to determine compliance with these Terms and any operating rules established by us and to satisfy any law, regulation, or authorized government request. Although we have no obligation to monitor, screen, edit, or remove any of the User Content posted or uploaded to the Websites, we reserve the right, and have absolute discretion, to screen, edit, refuse to post, or remove without notice any User Content posted or uploaded to the Websites at any time and for any reason, and you are solely responsible for creating backup copies of and replacing any User Content posted to the Websites at your sole cost and expense.
The decision by Simpliciti Designs to monitor and/or modify User Content does not constitute nor shall it be deemed to constitute any responsibility or liability in any manner on our part in connection with or arising from your use of Interactive Areas on the Websites.
4.10 By submitting User Content to the Websites, you automatically grant us a royalty-free, perpetual, irrevocable, non-exclusive, worldwide right and license to use, publish, reproduce, modify, adapt, edit, translate, create derivative works from, incorporate into other works, distribute, sublicense (through multiple tiers), and otherwise exploit such User Content (in whole or in part) in any form, media, or technology now known or hereafter developed, without payment to you or to any third parties.
Additionally, to the fullest extent permitted under applicable law, you waive your moral rights in the User Content and agree not to assert such rights against us. You represent and warrant to us that you have the full legal right, power, and authority to grant to us the license provided for herein, that you own or control the complete exhibition and other rights to the User Content you submitted for the purposes contemplated in this license, and that neither the User Content nor the exercise of the rights granted herein shall violate these Terms or infringe upon any rights, including the right of privacy or right of publicity or constitute a libel or slander against, or violate any common law or any other right of, or cause injury to, any person or entity.
You further grant to us the right, but not the obligation, to pursue at law any person or entity that violates your or our rights in the User Content by a breach of these Terms.User Conduct Guidelines.
The following terms apply to your conduct when accessing or using the Websites:
(a) you agree not to interfere with or disrupt the Websites or the servers or networks connected to the Websites, or disobey any requirements, procedures, policies, or regulations of networks connected to the Websites;
(b) you agree not to reproduce, duplicate, copy, sell, resell, or exploit for any commercial purpose, any portion of the Websites, use of the Websites, or access to the Websites;
(c) you agree not to engage in any activity that would constitute a criminal offense or give rise to civil liability;
(d) you agree not to impersonate any person or entity, including, but not limited to, Simpliciti Designs' employee, affiliate, agent, or contractor, or falsely state or otherwise misrepresent your affiliation with any person or entity; and
(e) you agree not to interfere with any other user’s right to privacy, including by harvesting or collecting personally identifiable information about users of the Websites or posting private information about a third party.
5. Intellectual Property Rights
All text, graphics, photographs, trademarks, logos, icons, user interfaces, sounds, music, videos, artwork, software, and computer code (collectively, “Content”), including but not limited to the “look and feel,” layout, design, structure, color scheme, selection, combination, and arrangement of the Content present on the Websites is owned by or licensed to us. Such Content is protected by copyright, trademark, trade dress, and various other intellectual property and unfair competition laws.Except with our express written permission or as permitted by applicable laws, you may not copy, distribute, reproduce, mirror, frame, publicly display, publicly perform, translate, create derivative works of, re-publish, or transmit the Websites or Content (in whole or in part) in any way or through any medium for distribution, publication, or any commercial purpose.
You may display, copy, and download Content from the Websites solely for your personal and non-commercial use provided that:
(a) you do not remove any copyright or proprietary notice from the Content;
(b) such Content will not be copied or posted on any networked computer or published in any medium; and
(c) no modifications are made to such Content.
6. Disclaimer of Warranty; Limitation of Liability
(A) YOU EXPRESSLY AGREE THAT USE OF THE WEBSITES IS AT YOUR SOLE RISK. SIMPLICITI DESIGNS, ITS OTHER AFFILIATES, NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, THIRD-PARTY SERVICE PROVIDERS, OR LICENSORS DO NOT WARRANT THAT USE OF THE WEBSITES WILL BE UNINTERRUPTED OR ERROR-FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE WEBSITES, NOR AS TO THE ACCURACY, RELIABILITY, OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH THE WEBSITES.
(B) THE WEBSITES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS.
(C) TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL SIMPLICITI DESIGNS, OR ITS FUTURE PARENT OR AFFILIATED COMPANIES, BE LIABLE TO YOU FOR ANY PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER AND/OR DEVICE OR TECHNOLOGY FAILURE OR MALFUNCTION OR FOR ANY FORM OF DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES BASED ON ANY CAUSES OF ACTION ARISING OUT OF USE OF THE WEBSITES OR ANY ALLEGED FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, OR DELAY IN SERVICE, OPERATION, OR TRANSMISSION OF THE WEBSITES, OR ANY ALLEGED COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT, OR DESTRUCTION OF PROPERTY, AND/OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF OR POSTING OF ANY RECORD, CONTENT, OR TECHNOLOGY, PERTAINING TO OR ON THE WEBSITES. YOU AGREE THAT THIS LIMITATION OF LIABILITY APPLIES WHETHER SUCH ALLEGATIONS ARE FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR FALL UNDER ANY OTHER CAUSE OF ACTION, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF SIMPLICITI DESIGNS OR FUTURE PARENT OR AFFILIATED COMPANIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ALSO SPECIFICALLY ACKNOWLEDGE THAT SIMPLICITI DESIGNS OR FUTURE PARENT OR AFFILIATED COMPANIES ARE NOT LIABLE FOR ANY ACTUAL OR ALLEGED DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OF THE WEBSITES OR ANY OTHER THIRD PARTIES.IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
(D) We disclaim any and all liability of any kind for any unauthorized access to or use of your personally identifiable information. By accessing the Websites, you acknowledge and agree to our disclaimer of any such liability. If you do not agree, you should not access or use the Websites.
You agree to defend, indemnify, and hold harmless Simpliciti Designs, its affiliates, and their respective directors, officers, employees, and agents from and against all claims and expenses, including attorneys’ fees, arising out of the use of the Websites by you. Simpliciti Designs reserves the right to take over the exclusive defense of any claim for which we are entitled to indemnification under this section. In such an event, you shall provide Simpliciti Designs with such cooperation as is reasonably requested by Simpliciti Designs.Termination. We may terminate or suspend these Terms at any time without notice to you. Without limiting the foregoing, we shall have the right to immediately terminate your access to the Websites in the event of any conduct by you which we, in our sole discretion, consider to be unacceptable, or in the event of any breach by you of these Terms. The provisions of Sections 2, and 5-11 shall survive termination of these Terms.
8. Governing Law
Any and all disputes, claims, and controversies arising out of or in connection with your access to, and/or use of the Websites, and/or the provision of content, services, and/or technology on or through the Websites shall be governed by and construed exclusively in accordance with the laws and decisions of the State of Delaware applicable to contracts made, entered into, and performed entirely therein, without giving effect to its conflict of laws provisions.
You hereby irrevocably and unconditionally consent to and submit to the exclusive jurisdiction is England and Wales for any and all disputes, claims, and controversies arising out of or relating to these Terms.
These Terms and any operating rules for the Websites established by us constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all previous written or oral agreements between the parties with respect to such subject matter. The provisions of these Terms are for the benefit of Simpliciti Designs, its affiliates, and its third-party content providers and licensors, and each shall have the right to assert and enforce such provisions directly or on its own behalf. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
If any part of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, it will be replaced with language reflecting the original purpose in a valid and enforceable manner. The enforceable sections of these Terms will remain binding upon the parties. The section headings used herein are for convenience only and shall not be given any legal import.
This Disclaimer Applies to Simpliciti Designs Clients on a Paid Subscription Plan Only:
As part of Simpliciti Designs projects, we might use stock material covered under specific licenses if required by and agreed with you. Please note that we are not permitted to transfer stock source files to you; purchased licenses only allow Simpliciti Designs to make use of or edits to the stock content. If you would like to reuse a source file or apply it differently, you will need to ask Simpliciti Designs to do so on your behalf to avoid potentially being in violation of content licenses. As our Client you are responsible for the correct use under the respective licenses.Simpliciti Designs shall bear no responsibility whatsoever should your initial intended use for any project change, and should the license(s) and/or usage(s) secured for you by Simpliciti Designs be inadequate for your altered intended use of any project. You warrant and represent that you own the intellectual property right(s) or possess the appropriate license(s) and/or usage(s) for any and all Third-Party Materials provided by you to Simpliciti Designs and which are incorporated in any project.
10. Ownership of Materials
All design and original source files created on Client’s behalf (“Projects”) belong to Client, and Client shall be the sole owner of the copyright for all Projects. In the event that any operation of law would cause Simpliciti Designs to become the owner of a Project, in whole or in part, rather than Client, Simpliciti Designs irrevocably and perpetually assigns its entire interest in the Project to Client, without limitation. Client warrants that any and all materials provided to Simpliciti Designs as examples or 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. Simpliciti Designs always reserves the right to share the Client's design work publicy (social media, website, etc.) unless agreed upon.
11. Client Feedback
Client acknowledges and agrees that any questions, comments, suggestions or other feedback or submission (each a “Submission”) shall be the sole property of Simpliciti Designs and Simpliciti Designs is under no obligation to keep a Submission confidential or take steps necessary to ensure the confidentiality of a Submission. Simpliciti Designs shall be the sole and exclusive owner of all rights related to the Submission except to the extent that rights are granted to Client under Paragraph 10 (“Ownership of Materials”), and shall at its sole and unrestricted discretion use and disseminate a Submission for any lawful purpose without permission, acknowledgment or compensation of or to the Client. Client agrees that it has the right to articulate and put forth the Submission and Client hereby waives all claims and recourse against Simpliciti Designs for its use of the Submission in accordance with the terms hereof and in its sole discretion hereafter.
12. Returns and Refunds
Simpliciti Designs reserves the right to deny refunds based on its own self discretion and without notice or liability to Client. Refund requests are assessed on a case by case basis. Should Client request a refund during the first month of use, all materials produced by Simpliciti Designs are ownership of the company and are prohibited from being used by the Client in any way. If a refund is deemed to be appropriate, there will be a 25% fee assigned to the remaining billable period. Simpliciti Designs reserves the right to take appropriate legal actions against Client for breach of this paragraph.
13. Electronic communications, transactions and signatures
Client hereby consents to receive electronic communications from Simpliciti Designs and Client agrees that all agreements, notices, disclosures and other communications sent via email or through the Website satisfy any legal requirement that such communication be in writing. Client hereby agrees to the use of electronic signatures, contracts, orders and other records, and to electronic delivery of notices, policies and records of transactions initiated or completed by Simpliciti Designs or through the Website. Client hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records or to payments or the granting of credits by any means other than electronic.
14. Showcasing Design Work
Simpliciti Design reserves to right to share design work on digital channels including social media, website, etc. unless otherwise agreed upon. The Client reserves the right to issue an NDA between themselves and Simpliciti Designs, which in turn would void the right of Simpliciti Designs to share or discuss Client's work publicly.
Referral tracking and payouts are handled by Simpliciti Designs.
15.1 Referral Process:
Referrers can refer potential clients to our services by sharing their unique referral link provided by us. The referral link can be shared through email, social media, or other communication methods.
15.2 Referral Reward:
When a Referred Client signs up for our services using the Referrer's unique referral link and becomes a paying client, the Referrer will be eligible to receive a referral reward as specified in the referral program details. The referral reward will be paid in the form and amount specified by us.
15.3 Reward Payment:
Referral rewards will be paid to eligible Referrers within three (3) business days after the Referred Client's payment has been confirmed and processed. Payment will be made via the payment method specified by the Referrer during the referral program sign-up process.
15.4 Program Modifications:
We reserve the right to modify or terminate the referral program at any time without prior notice. Any changes to the referral program will be communicated to Referrers via email or other appropriate means.
16. Contact Information
For any questions or complaints regarding the Website, please contact Simpliciti Designs at firstname.lastname@example.org