Terms & Conditions
This Terms of Use (the “Agreement”) constitutes a legally binding agreement by and between Leveraged Media Inc, a Corporation organized under the laws of the state of Delaware (“Leveraged Media”), and the Client. Failure to agree and adhere to all of the terms, conditions, and obligations contained herein results in the express prohibition of the Client’s use of the Website, and discontinued use immediately. The relationship between Client and Leveraged Media shall cease to be. Except for any obligation of Client to pay Leveraged Media for services rendered shall remain and continue to be an ongoing obligation owed by the Client to Leveraged Media.
1. Intellectual Property Rights
The Website is the property of Leveraged Media and all software, functionality, designs, trademarks, logos, audio, video, and text of any nature and regardless of format (herein, collectively or individually, the “Content”) are owned and controlled by Leveraged Media. Protected by copyright and trademark laws and any other applicable intellectual property law or regulation of the United States, foreign jurisdictions, and international conventions. No part of the Website may be copied, reproduced, or transmitted without the express written consent of Leveraged Media. Leveraged Media reserves all rights to the Website, Content, and Marks.
2. Ownership of Materials Beyond Leveraged Media’s ownership of Request, as described in Paragraph 6 (“Client Feedback”), all design and original source files created belong to Client, and Client shall be the sole owner of the copyright for all Projects.
3. Fonts
In the event that any Project incorporates fonts that are not owned by Leveraged Media and require a commercial license in order for the Client to legally reproduce, distribute, or publicly display the Project (“Third-Party Font(s)”), Leveraged Media will inform Client in writing. The Client will need to purchase the appropriate licenses for the Third-Party Fonts. The Client assumes all responsibility for any consequences as a result of a failure by the Client to purchase one or more licenses for any Third-Party Fonts incorporated into a Project.
4. 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; 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.
5. Prohibited Activities
The 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 Leveraged Media on behalf of the Client.
6. Feedback
The client acknowledges and agrees that any questions, comments, suggestions, or other feedback or requests (each a “Request”) shall be the sole property of Leveraged Media and Leveraged Media is under no obligation to keep a Request confidential or take steps necessary to ensure the confidentiality of a Request.
7. Oversight
Leveraged Media 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. Leveraged Media 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 Leveraged Media, without notice or liability to Client. All decisions regarding the management of the Website shall be at the sole discretion of Leveraged Media and shall be designed to protect Leveraged Media’s rights and property.
8. Returns and Refunds
Leveraged Media does not offer returns or refunds. The Client may pause or cancel their subscription at any point. The Client pays for a period of time in full with no pro-rating of funds. Should Client request a cancellation during the first month of use, all materials produced by Leveraged Media are owned by Leveraged Media and are prohibited from being used by the Client in any way. Leveraged Media reserves the right to take appropriate legal actions against Client for breach of this paragraph.
9. Modifications to Terms of User
Leveraged Media reserves the right to change, alter, modify, amend or remove anything or any content on the Website for any reason at its sole discretion. Leveraged Media reserves the right to modify or discontinue all or part of the Website without notice and without liability to the Client.
10. Interruptions
Leveraged Media does not guarantee or warrant the Website will be available and accessible at all times. There may be interruption delays or errors beyond Leveraged Media’s control. The Client agrees that Leveraged Media shall not be liable to the Client for any loss, damage, or inconvenience caused by the Client’s inability to access or use the Website during any interruption in the connection or service.
11. Governing
LawThese Terms of Use shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflict of law principles.
12. Limitations of Liability and Indemnification
Leveraged Media and its directors, employees, members, independent contractors or agents shall not be liable to the 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. The Client agrees to defend, indemnify and hold harmless, Leveraged Media 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, Leveraged Media reserves the right, at Client’s expense, to assume control and defense of any matter for which Client shall be required to indemnify Leveraged Media hereunder. The Client agrees to cooperate with the defense of such claims.
13. Term, Suspension, and Termination
The term of your use will commence on the date you begin using the Service or execute an Order Form and will continue, unless otherwise stated in an Order Form, as long as you maintain a Leveraged Media account, unless terminated by either party in accordance with these terms or an Order Form. Unless otherwise stated in an Order Form, either party may terminate the Service upon 7 days written notice to the other party. Suspension. Leveraged Media reserves the right to suspend Customer or any End User’s access to the Platform or Service in the event of an Emergency Security Issue. Leveraged Media will make commercially reasonable efforts to limit suspension to the minimum extent and duration necessary to eliminate the Emergency Security Issue. Leveraged Media further reserves the right to suspend or revoke access to the Platform or Service by any End User who violates these Terms or any Policy. Events Upon Termination. Upon expiration or termination of the Service for any reason: (i) all rights granted by the parties under these Terms shall immediately terminate; and (ii) Customer shall immediately cease all use of the Platform made available under these Terms. Upon expiration or termination of the Service each party shall immediately cease all use of the other party’s Confidential Information and upon written request, destroy all copies of such Confidential Information that are within its custody or control. Notwithstanding the termination of the Service for any reason, neither party will be relieved of any duty, obligation, debt or liability that arose or accrued prior to the effective date of termination. Survival. Any provision that, by its terms, is intended to survive the expiration or termination of these Terms shall survive such expiration or termination.
14. Client User Data
Client is solely responsible for all data transmitted to or that relates to any activity Client has undertaken using the Website. Leveraged Media shall have no liability to Client for any loss or corruption of any such data.
15. Electronic Delivery of Materials
Client hereby consents to receive electronic communications from Leveraged Media 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 is in writing. The Client agrees to the use of electronic signatures, contracts, orders, and other records. The Client agrees to electronic delivery of notices, policies, and records of transactions initiated or completed by Leveraged Media or through the Website.
16. Showcasing Work
Leveraged Media reserves the right to share design work on digital channels including social media, websites, etc. unless otherwise agreed upon. The Client reserves the right to issue an NDA between themselves and Leveraged Media.
17. Confidential Information
“Confidential Information” means all business or technical information of a party whether it is received, accessed or viewed by the recipient, whether prior to or after the execution of this Agreement, in writing, visually, electronically or orally. Confidential Information shall include, without limitation, pricing information, custom service offerings, technical information, marketing and business plans, databases, specifications, formulations, tooling, prototypes, sketches, models, drawings, specifications, procurement requirements, engineering information, product samples, computer software (source and object codes), forecasts, identity or details about actual or potential customers or projects, clinical trials, techniques, inventions, discoveries, know-how and trade secrets, and any other information that could reasonably be considered as confidential information. Confidential Information also includes all such business or technical information of any third party that is in the possession of a party subject to the exceptions set forth in this Section.Confidential Information does not include information that:was available to recipient prior to disclosure of such information to the recipient and free of any confidentiality obligation in favor of the disclosing party and known to the recipient at the time of disclosure;is made available to the recipient from a third party not known by the recipient at the time of such availability to be subject to a confidentiality obligation in favor of the disclosing party;is made available to third parties by the disclosing party without restriction on the disclosure of such information;is or becomes available to the public other than as a result of disclosure by the recipient prohibited by these Terms; developed independently by a party or its directors, officers, members, partners, employees, consultants, contractors, agents, representatives or affiliated entities (collectively, “Associated Persons”). Non-Disclosure. The recipient will keep secret and will not disclose to anyone any of the Confidential Information, other than furnishing the Confidential Information to Associated Persons; provided that such Associated Persons are bound by agreements respecting confidential information. The recipient will use reasonable care and adequate measures to protect the security of the Confidential Information and to attempt to prevent any Confidential Information from being disclosed or otherwise made available to unauthorized persons or used in violation of the foregoing.Notwithstanding anything to the contrary herein, a recipient is free to make, and these Terms do not restrict, disclosure of any Confidential Information in a judicial, legislative or administrative investigation or proceeding or to a government or other regulatory agency; provided that, if permitted by law, the recipient provides to the disclosing party prior notice of the intended disclosure and permits the disclosing party to intervene therein to protect its interests in the Confidential Information, and cooperate and assist the disclosing party in seeking to obtain such protectionData Security. Leveraged Media will use commercially reasonable efforts to maintain security in accordance with Exhibit B: Security. Publicity. Customer agrees that Leveraged Media may use Customer’s name and trademarks in Leveraged Media’s marketing materials and website; however, Leveraged Media will not use Customer’s name or trademarks in any other publicity (e.g., press releases, customer references and case studies), without first obtaining approval in writing.
18. Miscellaneous Statements
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 Leveraged Media. 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 lack of enforceability of the remaining provisions herein. Nothing in these Terms of Use or on the Website shall be construed to constitute the forming of a joint venture, partnership, or agency relationship between the Client and Leveraged Media.
