TERMS AND
CONDITIONS
Thank you for taking the time to read over our terms and conditions. Our attorneys have assisted us in drafting these, so please forgive the fact that they sound so attorney-ish. Sometimes we’ve just got to do what we’re told 🙂
01. Intellectual Property Rights
Unless otherwise indicated, the Website is the property of Studiouxi and all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics of any nature and regardless of format (herein, collectively or individually, the “Content”) and the trademarks, service marks, and logos contained there (the “Marks”) are owned and controlled by Studiouxi and are protected by copyright and trademark laws and any other applicable intellectual property law or regulation of the United States, foreign jurisdictions and international conventions. The Content and Marks are provided “As-Is” for your information and personal use only. Except as expressly provided herein, no part of the Website and no Content may be copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without Studiouxi’s express prior written permission. Studiouxi reserves all rights in the Website, Content and Marks.
02. Ownership of Materials
Not with standing Studiouxi’s ownership of Submissions, as described in Paragraph 4 (“Client Feedback”), 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 Studiouxi to become the owner of a Project, in whole or in part, rather than Client, Studiouxi irrevocably and perpetually assigns its entire interest in the Project to Client, without limitation.Client warrants that any and all materials provided to Studiouxi 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. Studiouxi always reserves the right to share the Client's design work publicy (social media, website, etc.) unless agreed upon as stated in section 18 of this document.
03. Third-Party Fonts
In the event that any Project incorporates fonts that are not owned by Studiouxi and require a commercial license in order for Client to legally reproduce, distribute, or publicly display the Project (“Third-Party Font(s)”), Studiouxi will inform Client in writing that one or more Third-Party Fonts have been incorporated into the Project and that Client will need to purchase one or more licenses for the Third-Party Fonts from the rights-holder(s) of said Third Party Fonts in order to legally reproduce, distribute, or publicly display the Project. Said notice will include information sufficient for Client to identify which licenses are required and who to contact in order to purchase said licenses.So long as Studiouxi has informed Client of the incorporation of Third-Party Fonts as described above, Client assumes all responsibility for any consequences as a result of a failure by Client to purchase one or more licenses for any Third-Party Fonts incorporated into a Project.
04. User Representations
By using the Website, Client represents and warrants that:Client has the legal capacity and agrees to comply with these Terms of Use;Client is not a minor in the jurisdiction of their domicile;Client will not access the Website through automated or non-human means;Client will not use the Website for any illegal or unauthorized purpose;Client’s use of the Website will not violate any applicable law or regulation.
05. Prohibited Activities
Client shall not access or use the Website for any purpose other than that for which the Website is made available to the Client. The Website may not be used in connection with any commercial endeavors except those related to the work performed by Studiouxi on behalf of the Client. Further, Client agrees to refrain from the following:Make any unauthorized use of the Website;Retrieve data or content for the purposes of creating or compiling a database or directory;Circumvent, disable, or otherwise interfere with security-related features on the Website;Engage in unauthorized framing or linking of the Website;Trick, defraud or mislead Studiouxi or other users;Interfere with, disrupt or create an undue burden on the Website or Studiouxi’s networks or servers;Use the Website in an effort to compete with Studiouxi;Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Website;Bypass any measures on the Website designed to prevent or restrict access to the Website or any portion thereof;Harass, annoy, intimidate or threaten any of Studiouxi’s employees, independent contractors or agents providing services through the Website;Delete the copyright or other rights notice from any Content;Copy or adapt the Website’s softwareUpload or transmit, or attempt to do so, viruses, Trojan horses, or other material including anything that interferes with any party’s use of the Website or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operations or maintenance of the Website;Upload or transmit, or attempt to do so, any material that acts as a passive or active information collection or transmission mechanism;Disparage, tarnish or otherwise harm Studiouxi;Use the Website in a manner inconsistent with any applicable laws, statutes or regulations.
06. 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 Studiouxi and Studiouxi is under no obligation to keep a Submission confidential or take steps necessary to ensure the confidentiality of a Submission. Studiouxi 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 2 (“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 Studiouxi for its use of the Submission in accordance with the terms hereof and in its sole discretion hereafter.
07. Management and Oversite
Studiouxi reserves the right to monitor the Website for violations of these Terms of Use and to take appropriate legal action in response to a violation of the Terms of Use or any applicable law, statute or regulation. Studiouxi further reserves the right to restrict or deny access to the Website or disable the Client’s use of the Website. Such decision shall be in the sole discretion of Studiouxi, without notice or liability to Client. All decisions regarding the management of the Website shall be at the sole discretion of Studiouxi and shall be designed to protect Studiouxi’s rights and property.
08. Privacy Policy
By using the Website, Client agrees to be bound and abide by the Privacy Policy and the terms more particularly set forth therein and adopted and incorporated herein. The Website is hosted in the United States of America. Access of the Website from the EU, Asia or other region of the world may result in the applicability of laws, statutes or regulations differing from those of the United States which govern personal data collection, use or disclosure. Client’s continued use of the Website and transfer of data to the United States constitutes express consent of Client to the transfer and processing of data in the United States. Studiouxi does not knowingly accept or solicit information from individuals under the age of 18. In accordance with the United States’ Children’s Online Privacy Protection Act, upon the receipt of actual knowledge that an individual under the age of 13 has provided personally identifiable information to Studiouxi without parental consent, Studiouxi shall delete that information as soon as reasonably practical.
09. Returns and Refunds
Studiouxi 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 Studiouxi 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. Studiouxi reserves the right to take appropriate legal actions against Client for breach of this paragraph.
10. Hosting
Domains
We may purchase a domain name / s on your behalf. Payment and renewal of any domain names is your responsibility. The loss, cancellation or otherwise of the domain arising from non or late payment is your responsibility.
We reserve the right to suspend your website domain at any time should any viruses or malicious content be exposed through hacking or security breaches to any third party application or website.
Hosting
If your website and / or emails are hosted with us, you will be hosting your website with our selected hosting company.
Occasional maintenance to the servers may affect your website and email from time to time and you agree that we shall not be liable for any loss or damage sustained by you or any third party, including consequential loss, arising from any unavailability, malfunction or interruption of this service.
Fees for your domain name and hosting shall be payable to us annually in advance, upon presentation of our invoice which will be provided to you when renewal is due. Renewal fees are non-refundable.
Failure to pay any fees in respect of your domain and / or website hosting may result in termination thereof by the hosting company. You may be liable for the hosting company’s penalty fee in the event that your domain and / or website hosting are cancelled and you wish to reactivate.
In the event that you choose a third party hosting company and not our recommended hosting company, it will be your responsibility to confirm with them that they are able to host your website requirements. To the extent that we are required to perform any additional services to enable your third party hosting company to host your website, we will provide you with a cost estimate for the additional services.
We will not be held responsible for any costs incurred, compensation or loss of earnings due to hosting issues if you do not choose to host with our recommended provider. We also reserve the right to charge you for any time spent fixing hosting issues for sites not hosted with us.
If we host your website, we will backup your website on a server level and on your hosting up to one month at a time. If we do not host your website then we shall not be responsible for any backups of your website.
While every attempt is made to secure your website, website hacks can and do occur. We treat these on a case by case basis and will always estimate for any work that needs to be done.
11. Modification
Studiouxi reserves the right to change, alter, modify, amend or remove anything or any content on the Website for any reason at its sole discretion. Studiouxi reserves the right to modify or discontinue all or part of the Website without notice and without liability to Client.
12. Connection Interruptions
Studiouxi does not guaranty 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 Studiouxi’s control. Client agrees that Studiouxi 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.
13. Disclaimer
The Website is provided on an as-is, as-available basis. Client agrees that its use of the Website and Services are at Client’s sole risk. Studiouxi disclaims all warranties, express or implied, in connection with the Website and Client’s use thereof, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Studiouxi makes no warranties or representations about the accuracy or completeness of the Website or any content thereon or content of any websites linked to the Website and Studiouxi assumes no liability for any errors, mistakes or inaccuracies of content and materials, personal injury or property damage, of any nature whatsoever, any unauthorized access to or use of Studiouxi’s secure servers and/or any personal information and/or financial information stored therein, any interruption or cessation of transmission to or from the site, any bugs, viruses, Trojan horses or the like which may be transmitted to or through the Website by any third party and/or any errors or omissions in content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted or otherwise made available through the Website. Studiouxi does not warrant, endorse, guarantee or assume responsibility for any product or service advertised or offered by a third party either through the Website, a hyperlinked website or any website or mobile application featured in any advertising.
14. Limitations of Liability and Indemnification
Studiouxi and its directors, employees, members, independent contractors or agents shall not be liable to Client or any third party for any direct, indirect, consequential, incidental, special or punitive damages, including lost profit, lost revenue, lost data, attorneys’ fees, court costs, fines, forfeitures or other damages or losses arising from Client’s use of the Website.Client agrees to defend, indemnify and hold harmless, Studiouxi and its subsidiaries, affiliates and all respective officers, members, agents, partners, employees and independent contractors from and against any loss, damage, liability, claim or demand including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Website; (2) breach of these Terms of Use; (3) any breach of Client’s representations and warranties set forth herein; (4) Client’s violation of the rights of any third party, including but not limited to intellectual property rights. Notwithstanding the foregoing, Studiouxi reserves the right, at Client’s expense, to assume control and defense of any matter for which Client shall be required to indemnify Studiouxihereunder. Client agrees to cooperate with the defense of such claims.
15. User Data
Client is solely responsible for all data transmitted to or that relates to any activity Client has undertaken using the Website. Studiouxi shall have no liability to Client for any loss or corruption of any such data and Client hereby waives any right of action against Studiouxi from any such loss or corruption.
16. Electronic communications, transactions and signatures
Client hereby consents to receive electronic communications from Studiouxi 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 Studiouxi 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.
17. Showcasing Design Work
Studiouxi 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 Studiouxi, which in turn would void the right of Studiouxi to share or discuss Client's work publicly.
18. Referrals
Referral tracking and payouts are handled through our third-party partner,
19. Miscellaneous
These Terms of Use and any policies posted on the Website or regarding the Website constitute the entire agreement and understanding between the Client and Studiouxi. Failure of Studiouxi to enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. If any provision or part of these Terms of Use is determined to be unlawful, void or unenforceable, that provision shall be severed from these Terms of Use but shall not otherwise affect the validity or unenforceability of the remaining provisions herein. Nothing in these Terms of Use, the Privacy Policy or on the Website shall be construed to constitute the forming of a joint venture, partnership, employment or agency relationship between Client and Studiouxi.
20. Contact Information
For any questions or complaints regarding the Website, please contact Studiouxi at: hello@Studiouxi.com
GENERAL
Whole Agreement and Representations
These T&Cs contain the entire understanding of the parties as to its subject matter. No party shall be bound by any condition, warranty, representation or undertaking of any kind, whether express or implied, unless agreed to by each of the parties. The provisions of these T&Cs shall apply mutatis mutandis to any Cost Estimate, Statement of Works or other agreement concluded by and between you and us.
Variation
No variation, amendment or consensual cancellation of the T&Cs or any provision or term thereof or other document issued or executed pursuant to or in terms of these T&Cs shall be binding unless recorded in a written document signed by our and your duly authorised representatives. We may vary these T&Cs (including pricing and any other terms) at any time and all agreements concluded thereafter will be subject to the variations.
Cession
We shall be entitled, on written notice to you, to delegate, assign, cede, transfer or in any way alienate or dispose of any of our rights / obligations in terms of these T&Cs to any other person. You may not delegate, assign, cede, transfer or in any way alienate or dispose of any of your rights or obligations in these T&Cs to any other person without our prior written consent.
Failure to require performance
The failure of either party at any time to require performance of any provision of these terms and conditions shall not affect the right of that party to require performance of that provision or of any other provision in the future.
No waiver
No waiver by either of us with respect to a breach of any provision of these T&Cs shall be construed as a waiver with respect to any continuing or subsequent breach of that provision, or as a waiver of any other right hereunder.
Severability
Each provision in these T&Cs is severable from all others, notwithstanding the manner in which they may be linked together or grouped. If any provision is found to be defective or unenforceable for any reason, the remaining provisions shall continue to be of full force.
Jurisdiction
These T&Cs will be governed by and construed in accordance with the laws of South Africa. The parties hereby consent in terms of Section 45 of the Magistrates’ Court Act of 1944 to any legal proceedings being instituted in the Magistrates’ Court of any district having jurisdiction in respect of the other by virtue of the provisions of Section 28(1) of the said Act. Notwithstanding such consent, an aggrieved party shall have the option of instituting proceedings against the other party in the High Court of South Africa.
Legal Costs
You are liable for any legal costs incurred by us in respect of any breach of these T&Cs by you, on an attorney and own client basis. Legal costs arising from non-payment of any invoice will be accrued to your outstanding balance.
Authority
The persons accepting these T&Cs on behalf of the parties warrant that they are duly authorised to do so.
Implementation
The parties agree to do all things as may be required by law or necessary to implement the terms and condition and the Agreement.
Applicable Law
These T&Cs will be governed by and construed in accordance with the laws of South Africa and all disputes, actions and other matters relating thereto will be determined in accordance with South African law by a South African court having jurisdiction.
Termination
In the event of any expiration, termination or cancellation of the Agreement and / or these T&Cs, provisions which are intended to continue and survive shall so continue and survive.
Conflict
In the event that any provision of these T&Cs conflicts with any statute, ruling or order of any governmental or regulatory body from time to time, then such provision shall be controlled by the statute, ruling or order.