1. Acceptance of Terms
Deluxe's Universal Terms of Use are
incorporated herein by reference. Unless otherwise stated,
capitalized terms used herein have the meaning ascribed to
them in the Universal Terms of Use.
2. Your Obligations.
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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”).
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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.
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Artwork Rights
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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.
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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.
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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.
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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.
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Materials Provided by You.
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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.
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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.
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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.
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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.
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Responses, Creative Briefs, Revision Cycles.
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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.
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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.
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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.
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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.
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Your Account, Password and Security.
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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.
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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.
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Fees and Payments
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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.
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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.
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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.
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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.
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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.
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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.
5. Termination
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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.
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Refunds
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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.
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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.
6. Warranty
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.
Deluxe Universal Terms of Use. |