1. Acceptance of Terms
2. Your Obligations.
- Deluxe’s custom logo design and tagline creation service (the “Service”) provides businesses (each, a “Client”) the option to use a system to post specific assignments and project descriptions (each, a “Project”), including illustrative samples or other media (each, a "Creative Brief"), provide additional direction during the design process (each, a "Revision Brief") and obtain responses (each, a "Response") to those Creative or Revision Briefs from design experts retained by us. Your Responses will be created iteratively through a drafting cycle of Creative Briefs, Revision Briefs and Responses, ultimately resulting in a final Response conforming to your various Creative and Revision Briefs (the “Final Product”).
- Deluxe does not have a duty to and does not generally screen or edit content, but we reserve the right to refuse Service, monitor or to remove, without notice, any content for projects which, in our sole discretion, are deemed illegal, misleading, or obscene, or are otherwise in breach of these TOU.
- Artwork Rights
- Subject to your compliance with these TOU, you shall own the Final Product. You shall not, however, own any materials, media or other content generated during any revision cycles leading up to the Final Product, and we expressly reserve all right, title and interest in and to the same. We retain the rights to all artwork concepts and other content not selected by you.
- You acknowledge that your ownership rights under this agreement are limited to the Final Product, and that no trademarks or service marks in or to any Final Product are being conveyed under this agreement.
- We do not guarantee that your logo or tagine will not have similarities to those designed by us for our other customers. Apart from your logo or tagline as a whole, you obtain no right or claim of any kind to any individual design element or elements of the logo or tagline and we reserve the right to use one or more of the design elements in other projects for other customers.
- You hereby acknowledge that Deluxe shall have no obligation or duty to perform trademark, service mark or copyright clearance searches, inquiries, or the like, in order to validate the propriety or legality of the Final Product. Moreover, you acknowledge that Deluxe shall have no responsibility or obligation of any kind to assist you in seeking state or federal intellectual property protection, including, without limitation, trademark or copyright registration, for the Final Product, nor shall Deluxe be responsible for assisting you in any way in your attempt to perfect your rights in or to the Final Product. It is solely your responsibility to determine if the logo or tagline is suitable and appropriate for your use and to obtain the advice of an attorney or other suitable professional regarding whether or not the logo or tagline is legally available for your use and/or infringes the rights of any third party. Accordingly, you are encouraged to perform your own independent searches with regard to the Final Product.
3. Your Obligations.
- Materials Provided by You.
- In connection with your use of the Site and the purchase of Services made available through the Site, you may provide us with text, images, photographs, graphics, sound, video and other information (“User Content”). You may also have the ability to view, post, publish, share, store or manage User Content via the Site or the Services. All such comments and postings are public, not private, communications.
- You warrant and represent that you have all necessary right to provide User Content and that User Content shall not and does not violate the intellectual property rights or any other rights of any third party. You grant us a worldwide, royalty-free and non-exclusive license (including moral rights) to use, distribute, reproduce, modify, adapt, publicly perform and publicly display User Content in order to provide products and Services to you or in connection with your use of our Site and Services.
- You acknowledge and hereby grant to Deluxe a royalty-free, irrevocable, non-exclusive, perpetual, worldwide right (including any moral rights) to use User Content, Creative and Revision Briefs, individual Responses provided to you, and Final Product for internal and archival purposes, and in order to display and promote the Service in any form, media, or technology now known or later developed.
- You agree to back-up all of your User Content so that you can access and use it when needed. Deluxe does not warrant that it backs-up User Content, and you agree to accept as a risk the loss of any and all of your User Content. You agree to indemnify and hold Deluxe and its subsidiaries and affiliates and its and their officers, directors, employees, partners and agents, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of our use of User Content.
- Responses, Creative Briefs, Revision Cycles.
- You are solely responsible for timely preparing and posting detailed descriptions of each of your Creative Briefs to the Site, including providing samples illustrating your Creative Brief and any relevant deadlines.
- When we provide you with a Response, you are responsible for timely reviewing it. If you fail to promptly inform us that the Response is not reasonably responsive to the Creative Brief, you will be deemed to have accepted the Response. If you notify us that you think a Response is not reasonably responsive to the related Creative Brief, you shall then submit a Revision Brief containing information regarding amendments or modification to be made to the initial Response. After you provide us with a Revision Brief, we will provide you with a subsequent Response that conforms to the additional criteria you requested. Deluxe is not responsible for the content of Responses to the extent that they are prepared to conform to your Creative or Revision Briefs.
- Revision cycles consist of additional compositions that incorporate changes you request in a Revision Brief. The number of revision cycles available to you is determined by the logo design package you have purchased. The purpose of the revision process is to create Responses that move your project forward in the specific direction you have determined. You may request significant changes in the first and second cycles, and the Responses generated might be quite different in nature from the original composition you selected. For logo design packages with more than two revision cycles, by the third revision request, your requests shall be modifications of the current composition only. Revision requests that depart from the then-current composition will be honored and completed in a timely manner, however; we reserve the right to charge additional fees for each such Revision. No revision work, which requires payment, will be started without your authorization.
- You agree to provide timely responses to any status notifications that we send to you. You shall have 30 days to respond to each Response sent to you. If after 30 days you have failed to respond, Deluxe will assume that your project is complete and the project shall be deemed completed. At such time, Deluxe will have no further obligation to you, and you will pay us pursuant to the provisions of this agreement. Notwithstanding the foregoing, we reserve the right, in our sole discretion, to terminate your access to all or a portion of the Service, at any time, with or without notice.
- Your Account, Password and Security.
- In order to transact a purchase on the Site you must first complete our registration process where you will provide us with your billing and contact information (“Your Account”). You agree to provide and maintain accurate, current and complete Your Account information about you, and any entity on whose behalf you order products or services.
- You are responsible for maintaining the confidentiality of Your Account and are responsible for all activities that occur and orders that are placed under Your Account. You will immediately notify us of any unauthorized use of Your Account or any other breach of security, and ensure that you exit from Your Account at the end of each session. We may suspend or terminate Your Account upon notice to you in the event that we reasonably determine that Your Account has been involved in a violation of this Agreement. You will cooperate with us with respect to investigations by us of any suspected or alleged violation of this Agreement and any action undertaken by us to enforce this Agreement. You will be liable for the losses incurred by us or others due to any unauthorized use of Your Account. Deluxe will not be liable for any loss or damage arising from your failure to comply with this section.
- Fees and Payments
- You agree to pay any and all fees and payments due for Services purchased at this Site at the time they are ordered. All fees and payments due are in U.S. dollars and are non-refundable unless otherwise expressly noted, even if your Services are suspended, terminated, or transferred prior to the end of the Services term.
- Unless otherwise stated, you may pay for Services by providing a valid credit card or ACH if available. You acknowledge and agree that it is your sole responsibility to modify and maintain Your Account settings, including but not limited to (i) setting your renewal options and (ii) ensuring that your credit card or ACH information is current and valid. Failure to do so may result in the interruption or loss of Services. Deluxe will not be liable to you or any third party regarding these Services loss or interruptions. You must notify us of any billing problems or discrepancies within fifteen (15) days after they first appear on your credit card or bank account statement otherwise you waive any right to dispute any such discrepancy.
- You acknowledge that Deluxe may use the services of a third party to automatically update your credit card expiration date. These recurring billing or account updating programs “Billing Programs” are supported by your credit card provider (and are ultimately dependent on your bank’s participation). If you are enrolled in an automatic renewal option and we are unable to successfully charge your existing payment method, your credit card provider (or your bank) may notify us of updates to your credit card number and/or expiration date, or they may automatically charge your new credit card on our behalf without notification to us.
- If we are unable to charge your credit card or bank account for the full amount owed for the Services provided or if we incur a chargeback for any fee we previously charged to your credit card, you acknowledge that we may pursue all available lawful remedies in order to obtain payment including, immediate cancellation without notice to you of any Services registered or renewed on your behalf.
- If a Service is offered with a special promotion price or period offered by us, you agree that all subsequent periods after the initial promotion period, will be billed at the then stated list price for the service.
- Late Fees and Penalties. We reserve the right to charge late fees of, e.g. 1% per month (18%, annually) or 6% of the amount due plus $10 per month for amounts not timely paid. Customer will be responsible for all reasonable expenses (including collection and reasonable attorneys' fees) incurred by us in collecting such amounts.
4. Intellectual Property.
You should assume that everything you see or read on the Site is copyrighted unless otherwise noted and may not be used except as provided herein without our prior written permission. Except as noted otherwise in the text of the Site, the trademarks, logos, service marks, text, images and all other copyrightable materials displayed on the Site and available for use with the products or services constitute intellectual property owned by Deluxe and its affiliates and/or licensors (the "Content"). Nothing herein grants you any license or right, by implication, estoppel or otherwise, to use any Content without our prior written permission. Unauthorized use of the Content or any other content on the Site is strictly prohibited. You acknowledge that Content is being provided merely as a convenience and accommodation to you on an "AS IS" basis without warranty of any kind.
- Deluxe reserves the right to immediately terminate the Service for reasonable cause, including but limited to (i) non-payment to us; (ii) failure to meet our credit requirements; (iii) non-compliance with any of the provisions of this Agreement; (iv) requests by law enforcement or other government agencies; (v) we cease to offer the Service; (vi) our inability to verify or authenticate any information you provide to us; or (vii) we conclude in our sole discretion that your use of or access to the Service may result in liability to us. In the event of default by you, any and all payments required to be made to us by you shall be due and payable immediately. Termination of this Agreement shall not relieve you from any liability, including amounts owing, accrued prior to the time that such termination becomes effective.
- If you are not satisfied with the initial design Responses provided by Deluxe, you may request to have a re-draw of a brand new set of logo designs or slogans. You may cancel your Service at any time. You may request a refund by completing the Refund Request form, which will be provided to you upon request. Upon timely receipt of the completed form, Deluxe will refund the total payment made by you on the logo design package purchased. However, you shall forfeit the right to the refund outlined below if you request additional revisions (1 or more design changes regardless of the complexity) or modifications to any of the initial concepts. You shall also forfeit the right to a refund if you do not respond in a timely manner to a status notification from us, as described above. There are no refunds for any rush service charges. 24 hour design fees and 24 hour rush changes are non-refundable. No refund is available for design firms or for those who order our design services on behalf of another entity.
- All refunds are issued within thirty business days from the day that the cancellation was requested. You agree that your acceptance of the refund shall constitute your sole and exclusive remedy with respect to related Responses. Additionally, you acknowledge that you will have no right (express or implied) to use any Response or other work product, content, or media, nor will you have any ownership interest in or to the same.
All sections of this Agreement which, by their nature, shall survive termination, shall survive including payment, indemnity and the disclaimers of warranty and limitations of liability.
The Service, including all logos and taglines, are provided "as is" without warranty of any kind, either express or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Deluxe makes no representations, warranties or covenants regarding, and does not guarantee, the truthfulness, accuracy, or reliability of any information or other material (including, without limitation, any Creative Brief, or Responses) that are communicated through, or posted to, the Service, nor does Deluxe endorse any opinions expressed by any user of the Site. Without limiting the foregoing, Deluxe makes no representations, warranties or covenants regarding the validity of the rights to Responses granted pursuant to these TOU. You acknowledge that any reliance on information or other material, including, without limitation, any information related to your project, communicated through the Service, or posted to the Site, will be at your own risk. Without limiting the foregoing, you agree and acknowledge that you use each Response at your own risk and that you are responsible for taking any actions you deem reasonable to determine whether your use of a Response will infringe any statutory or third-party intellectual property, privacy or publicity rights. Deluxe shall not be responsible for any use of photos that are not royalty free. It is the Customer’s responsibility to purchase and pay for all rights to use any photos, images, graphics, icons, logos, and/or designs for any designs created by Deluxe.