*THIS TERMS OF USE AGREEMENT** (the “Agreement”) constitutes a legally binding agreement between **Truffle Design**, a limited liability company organized under the laws of the United Kingdom (“Truffle Design”), and the client, whether personally or on behalf of an entity (“Client”). This Agreement pertains to the access and use of Truffle Design’s website, https://www.truffledesign.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. Subsequently, the relationship between Client and Truffle Design shall cease to have any further force and effect, except for any ongoing obligation of the Client to pay Truffle Design for services rendered.
**1. Intellectual Property Rights**
Unless otherwise indicated, the Website and all of its contents, including but not limited to source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics (collectively, the “Content”), and all trademarks, service marks, and logos contained therein (the “Marks”), are owned by Truffle Design or are licensed to Truffle Design. This Content and these Marks are protected by copyright, trademark laws, and other intellectual property rights under the laws of the United States and international conventions. The Content and Marks are provided on an “As-Is” basis for information and personal use only. Unauthorized use, copying, reproduction, aggregation, republishing, uploading, posting, display, encoding, translation, transmission, distribution, sale, licensing, or any other exploitation of the Website and its Content is strictly prohibited without Truffle Design’s express prior written consent. All rights not expressly granted are reserved by Truffle Design.
**2. Ownership of Materials**
Despite Truffle Design's ownership of the Content, all original design and source files created for the Client (“Projects”) shall be the exclusive property of the Client. The Client shall hold all copyright for these Projects. Should any legal provision inadvertently grant ownership of a Project to Truffle Design, it is agreed that Truffle Design shall irrevocably assign all such rights to the Client without limitations. The Client guarantees that all materials supplied to Truffle Design for inclusion in any design project are owned by the Client or are used with proper authority, and do not violate any third party's rights, including intellectual property and publicity rights. Truffle Design retains the right to publicly showcase any Client design work unless explicitly agreed otherwise as outlined in section 18 of this document.
**3. Third-Party Fonts**
If a Project includes Third-Party Fonts not owned by Truffle Design, and which require a commercial license for legal reproduction, distribution, or public display, Truffle Design will notify the Client in writing. This notification will include details enabling the Client to purchase the necessary licenses for these Third-Party Fonts from the appropriate rights-holders. Following such notification, the Client assumes full responsibility for obtaining these licenses and for any legal consequences of failing to do so.
**4. User Representations**
By using the Website, the Client represents and warrants that they have the legal capacity to comply with these Terms of Use; are not a minor in their jurisdiction; will not access the Website via automated or non-human means; will not use the Website for illegal or unauthorized purposes; and will not violate any applicable laws or regulations through their use of the Website.
**5. Prohibited Activities**
The Client agrees not to use the Website for any purposes other than those intended. Specifically, the Client is prohibited from unauthorized use of the Website; creation of databases or directories using Website data; circumvention of security features; unauthorized framing or linking; deception; disruption of Website operations; competition with Truffle Design; reverse engineering of Website software; bypassing access restrictions; harassment of Truffle Design personnel; removal of copyright notices; uploading harmful software or materials; disparaging Truffle Design; and any use of the Website inconsistent with applicable laws.
**6. Client Feedback**
All feedback or submissions from the Client to Truffle Design shall become the sole property of Truffle Design. Truffle Design will have the right to use, disseminate, and exploit such feedback for any lawful purpose without acknowledgment or compensation to the Client. The Client acknowledges their right to provide such feedback and waives all claims against Truffle Design related to its use of the feedback.
**7. Management and Oversight**
Truffle Design reserves the right to monitor the Website for violations of these Terms of Use and take legal action against violations. Truffle Design may also restrict or deny access to the Website at its sole discretion, with no liability to the Client. All decisions regarding Website management are at Truffle Design's sole discretion.
**8. Privacy Policy**
By using the Website, the Client agrees to adhere to Truffle Design’s Privacy Policy. The Website is hosted in the United Kingdom, and international users consent to the transfer and processing of their data in the United Kingdom. Truffle Design does not knowingly collect information from individuals under 18 and will delete such information upon discovery.
**9. Returns and Refunds**
Truffle Design reserves the right to deny refunds at its discretion. Refund requests will be evaluated on a case-by-case basis. Early refund requests may result in all materials produced by Truffle Design remaining its property and prohibited for Client use. Refunds, if granted, may be subject to a fee.
**10. Modification**
Truffle Design reserves the right to modify, change, or remove content on the Website at its discretion, with no liability to the Client.
**11. Connection Interruptions**
Truffle Design does not guarantee uninterrupted Website access and is not liable for losses or inconveniences due to Website unavailability or connection issues.
**12. Governing Law**
These Terms of Use shall be governed by the laws of the United Kingdom.
**13. Litigation**
Any legal action related to these Terms of Use must be brought in the courts of the United Kingdom. The parties consent to this jurisdiction and waive defenses related to personal jurisdiction or inconvenient forum. 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**
Truffle Design provides the Website on an as-is basis and disclaims all warranties. The Client uses the Website at their own risk. Truffle Design is not liable for inaccuracies, damages, unauthorized access to servers, interruptions, harmful materials, or any loss or damage resulting from the use of the Website.
**15. Limitations of Liability and Indemnification**
Truffle Design is not liable for any damages arising from the Client's use of the Website. The Client agrees to indemnify Truffle Design against all losses related to their use of the Website, breach of these Terms, or infringement of third-party rights.
**16. User Data**
The Client is responsible for their data used or related to the Website. Truffle Design is not liable for data loss or corruption.
**17. Electronic Communications and Signatures**
The Client consents to electronic communications and signatures for interactions with Truffle Design, satisfying legal requirements.
**18. Showcasing Design Work**
Truffle Design reserves the right to publicly display design work unless otherwise agreed upon. The Client may issue an NDA to prevent public sharing.
**19. Miscellaneous**
These Terms of Use constitute the entire agreement between Truffle Design and the Client. Failure to enforce any right or provision does not constitute a waiver. Unlawful or unenforceable provisions will be severed from these Terms without affecting the remaining provisions.
**21. Contact Information**
For inquiries or complaints regarding the Website, please contact Truffle Design at: info@truffledesign.co.--- This revised document includes the requested replacements and maintains the original structure and content of the terms and conditions. Please review to ensure it meets your specific needs and legal requirements.
