Terms and Conditions

G. Ambrose Andreano
February 2, 2024

Terms and Conditions

THIS TERMS OF USE AGREEMENT (the “Agreement”) is hereby established as a mutually respectful and legally binding accord between DESIGN APPORTS LLC, a limited liability company duly organized under the laws of the state of Pennsylvania (“Design Apports”), and the esteemed client, whether acting in a personal capacity or on behalf of an entity (“Client”). This agreement specifically pertains to the access and utilization of Design Apport’s website, located at https://www.designapports.com/ (hereinafter referred to as the “Website”), along with any associated media forms, channels, mobile websites, or mobile applications that are related to, linked, or otherwise connected to it. We kindly request that the Client agrees to and adheres to all of the terms, conditions, and obligations set forth in this document. In the event of a reluctance or failure to do so, we must restrict the Client’s usage of the Website. In such a scenario, we would ask the Client to discontinue their use of the Website immediately. Following this cessation, the professional relationship between the Client and Design Apports in the context of the Website's use would no longer be active or enforceable, except for the enduring obligation of the Client to remunerate Design Apports for any services already rendered. This obligation shall persist as an ongoing responsibility of the Client towards Design Apports.

1. Intellectual Property

Unless explicitly stated otherwise, the ownership of the Website rests with Design Apports. This includes all source code, databases, functionality, software, website designs, as well as all forms of audio, video, text, photographs, and graphics (collectively or individually referred to as the “Content”), in addition to the trademarks, service marks, and logos contained therein (the “Marks”). Both the Content and the Marks are under the ownership and control of Design Apports. They are safeguarded by copyright and trademark laws, alongside any relevant intellectual property laws and regulations of the United States, as well as foreign jurisdictions and international conventions. The Content and Marks are offered ‘As-Is’ solely for the purpose of your information and personal use. It is important to note that, except as explicitly outlined in this document, no segment of the Website or any Content may be copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise utilized for any commercial end without the express prior written consent of Design Apports. Design Apports retains all rights in relation to the Website, its Content, and the Marks.

2. Deliverables

The Web Developer can provide the following services if requested:

• Home/Product Page

• Menu

• Contact

• FAQ

• Pricing

• About

• Blog

• Blog Template

• CSS Interactions (Animations)

• Setup and Launch Support

• Third Party Integrations (If Necessary)

• Logos

• Posters

• Thumbnails

• Social Media Graphics

• SEO

The services will include the following number of revisions per deliverable: 1.

3. Schedule

The Client will have 5 business days to review and approve each deliverable. At the end of said time, if no answer has been given, the work will be considered approved, and the Web Developer will continue their work and/or invoice the Client for the work completed.

4. Payment

For subscription based design services, the Web Developer will charge a fixed monthly rate between $3,000-$10,000 for the services mentioned above.

For a flat fee invoice, the payment will be divided into 2 payments at 50% of the agreed upon total: the first payment is to begin the project, and the second when the project is completed.

For services rendered beyond the project scope defined above, The Web Developer will charge the Client $100 per hour. The Web Developer will inform the Client before beginning any work outside of project scope.

The Web Developer will use copy and assets provided via the design file or other digital files/folders. Upon commencing work, designs and content are considered “locked” meaning that no additional changes to designs or content are allowed without breaking the original scope agreement, with the exception of modifications requested during the revision round and other minor modifications to be determined by the developer. If all assets/content are not available by the time the web developer commences work, the client agrees to allow the developer to use placeholder assets and copy. The developer will not be responsible for changes required to layouts or designs if the client wishes to have different assets and placeholders used for the final website. The client may request these changes at the developer’s hourly rate stated above.

5. Ownership of Material

Despite Design Apports having rights to Submissions, it is important to note that all design and original source files developed specifically for the Client (“Projects”) are the property of the Client. Consequently, the Client is the exclusive holder of the copyright for all such Projects. Should there be any legal circumstance that inadvertently results in Design Apports acquiring ownership, in whole or part, of a Project initially intended for the Client, Design Apports shall unconditionally and permanently transfer all its interests in said Project back to the Client. Furthermore, the Client assures that any materials provided to Design Apports, whether as examples or as components to be integrated into a project during the design process, are rightfully owned by the Client. These materials must not violate or unlawfully appropriate any third-party rights, including, but not limited to, intellectual property rights and rights of publicity. Design Apports retains the right to publicly share the Client's design works (such as on social media, website, etc.) unless a different arrangement is specified. Design Apports maintains the right to showcase design work on various digital platforms, such as social media and its website, unless an alternative agreement is reached. The Client, on the other hand, holds the right to establish a Non-Disclosure Agreement (NDA) with Design Apports. Should such an NDA be enacted, it would nullify Design Apports' ability to publicly share or discuss the Client’s work.

6. Third Party Fonts

Should a Project involve the use of fonts not owned by Design Apports, which necessitate a commercial license for the Client to lawfully reproduce, distribute, or display the Project publicly (referred to as “Third Party Fonts”), Design Apports will duly notify the Client in writing. This notification will confirm the inclusion of such Third-Party Fonts in the Project and will advise the Client that they must procure the appropriate licenses for these fonts from their respective rights-holders to legally use them as mentioned. The notice will provide adequate details enabling the Client to identify the necessary licenses and contact information for acquiring them. Once Design Apports has communicated to the Client about the integration of Third-Party Fonts as outlined, the Client will then bear full responsibility for any repercussions stemming from their failure to acquire the requisite licenses for any Third-Party Fonts used in the Project.

7. User Representations

Through the act of utilizing the Website, the Client affirms and guarantees that: they possess the legal capacity and concur to abide by these Terms of Use; they are not considered a minor within the legal jurisdiction of their residence; they will refrain from accessing the Website via automated or non-human methods; they will not employ the Website for any purposes that are illegal or unauthorized; and their usage of the Website will be in full compliance with all relevant laws and regulations.

8. Prohibited Activities

The Client is obliged to access and utilize the Website solely for the purposes it is intended to serve. The Website should not be used for any commercial activities unless they are directly related to the services provided by Design Apports to the Client. Additionally, the Client is expected to adhere to the following guidelines:

• Avoid any unauthorized usage of the Website.

• Not retrieve data or content with the intention of creating or compiling a database or directory.

• Not circumvent, disable, or interfere with any security features of the Website.

• Refrain from unauthorized framing or linking to the Website.

• Not engage in deceptive practices or mislead Design Apports or other users of the Website.

• Avoid disrupting, overburdening, or causing undue strain on the Website or the networks and servers of Design Apports.

• Not use the Website in any manner that competes with Design Apports.

• Abstain from deciphering, decompiling, disassembling, or reverse engineering any part of the Website’s software.

• Not bypass any measures implemented to restrict access to the Website or any of its parts.

• Avoid harassing, annoying, intimidating, or threatening any of Design Apports’ employees, contractors, or agents involved in the Website.

• Not remove copyright or other rights notices from any content on the Website.

• Refrain from copying or modifying the Website’s software.

• Not upload or transmit viruses, Trojan horses, or other harmful material that might affect the use of the Website or disrupt its functionality.

• Avoid uploading or transmitting any material that serves as a method of passive or active data collection or transmission.

• Not disparage, damage, or otherwise harm the reputation of Design Apports.

• Use the Website in a manner that is consistent with all applicable laws, statutes, and regulations.

9. Client Feedback

The Client recognizes and consents that any inquiries, remarks, suggestions, or other forms of feedback or contributions (collectively referred to as a “Submission”) become the exclusive property of Design Apports. Design Apports is not obligated to maintain the confidentiality of a Submission or to take measures to ensure its privacy. Design Apports shall have complete ownership of all rights associated with the Submission, except where rights are allocated to the Client as per Paragraph 2 (“Ownership of Materials”). Design Apports retains the unrestricted right to utilize and share a Submission for any lawful purpose, without the need for permission, acknowledgment, or any form of compensation to the Client. The Client asserts that they are fully authorized to make the Submission and consequently relinquishes any claims or legal recourse against Design Apports for the utilization of the Submission, both under the terms outlined here and as Design Apports may decide in the future.

10. Management & Oversight

Design Apports retains the authority to oversee the Website for any breaches of these Terms of Use and to initiate suitable legal measures in response to any such violations or any relevant laws, statutes, or regulations. Additionally, Design Apports holds the right to limit or revoke access to the Website or to disable the Client's ability to use the Website. These decisions rest solely with Design Apports and may be made without prior notice or liability to the Client. All decisions concerning the administration of the Website are to be made at the exclusive discretion of Design Apports, with the intent of safeguarding Design Apports' rights and property.

11. Privacy Policy

Using the Website means the Client consents to comply with and be legally bound by the Privacy Policy, along with the specific terms delineated therein, which are hereby adopted and integrated into this agreement. The Website is operated from the United States of America. Accessing the Website from the European Union, Asia, or other global regions may subject users to different legal standards concerning the collection, utilization, or disclosure of personal data, as compared to those in the United States. By continuing to use the Website and transmitting data to the United States, the Client implicitly agrees to the transfer and processing of their data within the United States. Design Apports does not intentionally collect or seek information from individuals under the age of 18. In alignment with the United States’ Children’s Online Privacy Protection Act, if Design Apports becomes aware that a person below the age of 13 has provided personally identifiable information without parental consent, Design Apports is committed to promptly deleting such information in a responsible and reasonable manner.

12. Refunds

As a general rule, Design Apports does not offer refunds. This is to prevent exploitation from Clients who want free work. Design Apports maintains the discretion to refuse refunds, exercising this right at its own judgment and without the need to provide notice or assume liability towards the Client. Each request for a refund will be evaluated individually. In instances where the Client seeks a refund within the initial month of usage, all materials created by Design Apports remain the property of the company, and the Client is strictly prohibited from utilizing them in any manner. Should a refund be considered suitable (such as in the instance of unforeseen emergencies) a fee amounting to 25% of the remaining billable period will be applied. Furthermore, Design Apports holds the right to pursue suitable legal actions against the Client if there is a breach of this specific provision.

13. Modification

Design Apports retains the authority to change, adjust, modify, revise, or remove any element or content on the Website at its sole discretion, for any reason. Additionally, Design Apports has the right to alter or cease any portion or the entirety of the Website, doing so without the requirement of prior notice and without incurring any liability towards the Client.

14. Connection Interruptions

Design Apports does not guarantee or assure continuous availability and accessibility of the Website at all times. Interruptions, delays, or errors may occur due to hardware, software, or other issues that are beyond the control of Design Apports. The Client acknowledges and agrees that Design Apports will not be held liable for any loss, damage, or inconvenience resulting from the Client's inability to access or use the Website during any such disruptions in connectivity or service.

15. Governing Law

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

16. Litigation

All legal proceedings of any kind shall be filed in the state courts of Cumberland County, Pennsylvania, or in the United States District Court for the District of Pennsylvania. Both parties involved agree to submit to the personal jurisdiction of these courts and relinquish any objections regarding personal jurisdiction or the appropriateness of these courts as a venue. Furthermore, the provisions of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are not applicable under these Terms of Use.

17. Disclaimer

The Website is made available on an "as-is" and "as-available" basis. The Client acknowledges that the use of the Website and its Services is solely at the Client's own risk. Design Apports expressly disclaims all warranties, whether express or implied, in relation to the Website and the Client’s use of it. This includes, but is not limited to, any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Design Apports does not make any assurances regarding the accuracy, reliability, or completeness of the Website, its content, or any content of websites linked to the Website. Furthermore, Design Apports is not liable for any content errors, inaccuracies, or omissions, nor for any form of damage or injury arising from the use of the Website. This includes damages resulting from unauthorized access to Design Apports' secure servers, loss or theft of personal or financial information stored therein, interruptions or cessation of transmissions to or from the Website, and any third-party transmissions of harmful components such as viruses or Trojan horses through the Website. Additionally, Design Apports neither warrants, endorses, guarantees, nor assumes responsibility for any product or service advertised or offered by a third party through the Website, any hyperlinked website, or any website or mobile application featured in any advertisements.

18. Limitations and Liability

Design Apports, along with its directors, employees, members, independent contractors, or agents, shall bear no liability to the Client or any third party for any kind of damages, whether direct, indirect, consequential, incidental, special, or punitive. This includes, but is not limited to, losses such as lost profits, lost revenue, lost data, legal fees, court costs, fines, forfeitures, or other forms of damage or loss that arise from the Client's use of the Website. The Client commits to defend and protect Design Apports, its subsidiaries, affiliates, and all respective officers, members, agents, partners, employees, and independent contractors from any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses. This applies to any claim made by a third party that stems from or is related to: (1) the Client’s use of the Website; (2) the Client’s breach of these Terms of Use; (3) any breach of the Client’s representations and warranties as outlined herein; (4) the Client’s infringement of any third party’s rights, including but not limited to intellectual property rights. Despite the above, Design Apports retains the right, at the Client’s expense, to take over the control and defense of any matter for which the Client is obliged to indemnify Design Apports. The Client is expected to cooperate fully in the defense of such claims.

19. User Data

The Client bears exclusive responsibility for all data transmitted or related to any activities conducted by the Client while using the Website. Design Apports is not liable for any loss or corruption of such data, and the Client consequently relinquishes any right to legal action against Design Apports arising from any such loss or corruption of data.

20. Electronic Communications, Transactions, and Signatures

The Client gives their consent to receive electronic communications from Design Apports. The Client acknowledges and agrees that all forms of agreements, notices, disclosures, and other communications provided via email or through the Website are legally sufficient and meet the requirements of being in written form. The Client also agrees to the utilization of electronic signatures, contracts, orders, and other records, as well as the electronic delivery of notices, policies, and records of transactions that are initiated or completed by Design Apports or via the Website. Additionally, the Client waives any rights or requirements stipulated by any statutes, regulations, rules, ordinances, or other laws in any jurisdiction that mandate an original signature, the delivery or retention of non-electronic records, or the making of payments or granting of credits by means other than electronic.

21. Showcasing Design Work

Design Apports maintains the right to display design work on digital platforms such as social media, its website, and similar channels, except in cases where an alternative agreement is established. The Client holds the right to carry out a Non-Disclosure Agreement (NDA) with Design Apports. The activation of such an NDA would invalidate Design Apports' ability to publicly share or discuss the Client's work.

22. Miscellaneous

These Terms of Use, along with any policies displayed on or concerning the Website, represent the complete agreement and mutual understanding between the Client and Design Apports. The inability of Design Apports to enforce any right or provision in these Terms of Use does not imply a waiver of such right or provision. Should any part of these Terms of Use be deemed unlawful, void, or unenforceable, that specific part shall be excised from these Terms of Use, yet this will not affect the legality or enforceability of the remaining provisions. Furthermore, nothing within these Terms of Use, the Privacy Policy, or on the Website should be interpreted as establishing a joint venture, partnership, employment, or agency relationship between the Client and Design Apports. If either party accuses the other of being in breach of contract, the accused party will have 30 days to address the breach.

23. Contact

For any questions or complaints regarding the Website, please contact Design Apports at: support@designapports.com.

G. Ambrose Andreano
Founder, Design Apports