TERMS OF USE AGREEMENT

‍This Terms of Use Agreement (the "Agreement") constitutes a legally binding agreement between DESIGNMENT, LLC, a limited liability company organized under the laws of the state of Maryland ("Designment") and the client, whether personally or on behalf of an entity ("Client"), regarding access and use of Designment’s website: https://www.designment.co/ (the "Website") and any other media form, channel, mobile website, or mobile application related, linked, or otherwise connected thereto. Failure to agree and adhere to all the terms, conditions, and obligations contained herein results in the express prohibition of the Client’s use of the Website, and the Client is ordered to discontinue use immediately. Thereafter the relationship between the Client and Designment shall cease and be of no further force and effect between the parties, except that any obligation of the Client to pay Designment for services rendered shall remain and continue to be an ongoing obligation owed by the Client to Designment.

‍1. Intellectual Property Rights Unless otherwise indicated, the Website is the property of Designment, 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 Designment 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 Designment’s express prior written permission. Designment reserves all rights in the Website, Content, and Marks.

‍2. Ownership of Materials Notwithstanding Designment’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 the Client, and the Client shall be the sole owner of the copyright for all Projects. In the event that any operation of law would cause Designment to become the owner of a Project, in whole or in part, rather than the Client, Designment irrevocably and perpetually assigns its entire interest in the Project to the Client, without limitation. The Client warrants that any and all materials provided to Designment as examples or as material to be incorporated into a project during the design process are owned by the 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. Designment always reserves the right to share the Client's design work publicly (social media, website, etc.) unless agreed upon as stated in section 18 of this document.

‍3. Third-Party Fonts In the event that any Project incorporates fonts that are not owned by Designment and require a commercial license in order for the Client to legally reproduce, distribute, or publicly display the Project ("Third-Party Font(s)"), Designment will inform the Client in writing that one or more Third-Party Fonts have been incorporated into the Project and that the 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 the Client to identify which licenses are required and who to contact in order to purchase said licenses. So long as Designment has informed the Client of the incorporation of Third-Party Fonts as described above, 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, the Client represents and warrants that: The Client has the legal capacity and agrees to comply with these Terms of Use; The Client is not a minor in the jurisdiction of their domicile; The Client will not access the Website through automated or non-human means; The Client will not use the Website for any illegal or unauthorized purpose; The 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 Designment on behalf of the Client. Further, the 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 Designment or other users; Interfere with, disrupt, or create an undue burden on the Website or Designment’s networks or servers; Use the Website in an effort to compete with Designment; 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 Designment’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 software; Upload 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 Designment; Use the Website in a manner inconsistent with any applicable laws, statutes, or regulations.

‍6. Client Feedback The Client acknowledges and agrees that any questions, comments, suggestions, or other feedback or submission (each a "Submission") shall be the sole property of Designment, and Designment is under no obligation to keep a Submission confidential or take steps necessary to ensure the confidentiality of a Submission. Designment shall be the sole and exclusive owner of all rights related to the Submission except to the extent that rights are granted to the 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. The Client agrees that they have the right to articulate and put forth the Submission, and the Client hereby waives all claims and recourse against Designment for its use of the Submission in accordance with the terms hereof and in its sole discretion hereafter.

‍7. Management and Oversight Designment 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. Designment 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 Designment, without notice or liability to the Client. All decisions regarding the management of the Website shall be at the sole discretion of Designment and shall be designed to protect Designment’s rights and property.

‍8. Privacy Policy By using the Website, the 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 regions of the world may result in the applicability of laws, statutes, or regulations different from those of the United States which govern personal data collection, use, or disclosure. The Client’s continued use of the Website and transfer of data to the United States constitutes express consent of the Client to the transfer and processing of data in the United States. Designment 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 Designment without parental consent, Designment shall delete that information as soon as reasonably practical.

‍9. Returns and Refunds Designment reserves the right to deny refunds based on its own self-discretion and without notice or liability to the Client. Refund requests are assessed on a case-by-case basis. Should the Client request a refund during the first month of use, all materials produced by Designment are the 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. Designment reserves the right to take appropriate legal actions against the Client for a breach of this paragraph.

‍10. Modification Designment reserves the right to change, alter, modify, amend, or remove anything or any content on the Website for any reason at its sole discretion. Designment reserves the right to modify or discontinue all or part of the Website without notice and without liability to the Client.

‍11. Connection Interruptions Designment does not guarantee 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 Designment’s control. The Client agrees that Designment 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.

‍12. Governing Law These Terms of Use shall be governed by and construed in accordance with the laws of the State of Maryland without regard to conflict of law principles.

‍13. Litigation Any legal action of whatever nature shall be brought in the state courts of Washington County, Maryland, or in the United States District Court for the District of Maryland. The parties hereto consent to personal jurisdiction in said courts and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms of Use.

‍14. Disclaimer The Website is provided on an as-is, as-available basis. The Client agrees that its use of the Website and Services is at the Client’s sole risk. Designment disclaims all warranties, express or implied, in connection with the Website and the Client’s use thereof, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Designment 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 Designment 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 Designment’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. Designment 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.

‍15. Limitations of Liability and Indemnification Designment 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 the Client’s use of the Website. The Client agrees to defend, indemnify, and hold harmless, Designment 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 the Client’s representations and warranties set forth herein; (4) the Client’s violation of the rights of any third party, including but not limited to intellectual property rights. Notwithstanding the foregoing, Designment reserves the right, at the Client’s expense, to assume control and defense of any matter for which the Client shall be required to indemnify Designment hereunder. The Client agrees to cooperate with the defense of such claims.

‍16. User Data The Client is solely responsible for all data transmitted to or that relates to any activity the Client has undertaken using the Website. Designment shall have no liability to the Client for any loss or corruption of any such data, and the Client hereby waives any right of action against Designment from any such loss or corruption.

‍17. Electronic Communications, Transactions, and Signatures The Client hereby consents to receive electronic communications from Designment, and the 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. The 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 Designment or through the Website. The 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.

‍18. Showcasing Design Work Designment reserves the 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 Designment, which in turn would void the right of Designment to share or discuss Client's work publicly.

‍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 Designment. Failure of Designment 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 enforceability 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 the Client and Designment.

‍20. Contact Information For any questions or complaints regarding the Website, please contact Designment at: hello@designment.co.