I. Terms and Conditions of Use.
Your access and use of this website (the “Website”) and all services offered or provided by Jupiter Design (together, the "Services") is strictly on and subject to these Terms and Conditions of Use (the "Terms"). By accessing and using the Website or receiving Services, you (i) represent and confirm that you have read and understood these Terms as herein set forth by Jupiter Design, LLC, a Utah limited liability company (“Jupiter Design”), (ii) agree that the Terms constitute a binding agreement between Jupiter Design and you (the "Agreement"), (iii) agree to be bound by the Terms and all applicable laws and regulations of any jurisdiction, and (iv) agree to comply with all such laws and regulations.
Jupiter Design reserves the right to amend or change the Terms at any time and in any manner whatsoever and your access of the Website and/or receipt of Services constitutes your acceptance of all such changes and your agreement to be bound by the Terms as changed from time to time.
II. IP Ownership / User License.
This Website and all content, tools and materials available thereon and/or otherwise provided to you by Jupiter Design via any other means regarding Services (together, the "Content") are the sole and exclusive property of Jupiter Design and are protected by applicable copyright and other laws. Other than in accordance with the Terms, you are prohibited from accessing, using, downloading, changing, modifying, copying, republishing, distributing, posting or transmitting the Content, or any of it, in any manner or in any media whatsoever, without the prior, written consent of Jupiter Design.
Jupiter Design owns and operates the Website and provides Services at locations within the United States. The Website and Services are intended for use by persons located in the United States and Jupiter Design makes no representation or warranty that any Services or materials on the Website or provided by any other means comply with the laws and regulations applicable to other locations. You are prohibited from accessing and using the Website or using any Services from territories where it would be illegal to do so.
You are hereby permitted and licensed to access and use Services, this Website and the Content solely for your personal, non-commercial use (the "User License"). All such use of Services and/or Content is subject to copyright laws and to all limitations set forth in the Content and this Agreement. You are prohibited from (i) removing any copyright or other proprietary notices from the Content, (ii) transferring any of the Content to another person, (iii) displaying or linking to the Content on any other server, (iv) using the Content for any purpose other than as permitted in accordance with the Terms, or (v) decompile or reverse engineer any of the Content. By accessing or using the Website or any of Services, you authorize Jupiter Design (and/or any entities working with it regarding Services) to place and modify cookies and other tracking technology on your computer systems as necessary to facilitate Jupiter Design providing Services.
Jupiter has the right to terminate your User License and/or Registration at any time, with or without cause, in its sole and absolute discretion. If you breach any of the Terms, your User License and Registration shall automatically terminate without notice. Upon any termination of your User License or Registration, you must return to Jupiter Design or destroy any downloaded Content in your possession in any format or media.
III. Content Disclaimer.
Jupiter Design reserves the right to change, add to or delete Content in any manner whatsoever at any time and shall have no liability to users regarding any such changes. Jupiter Design makes no representation or warranty of any kind that the Content is accurate or free of errors or omissions and shall have no liability to users on account of any errors or omissions included in the Content.
IV. Third Party Content.
Jupiter Design may include on the Website or otherwise make available to you from time to time links to other websites operated by third parties. Jupiter has no obligation to review any such third party websites and makes no representation or warranty regarding the accuracy or usefulness of the content of any such websites. Any use of content on any such third party websites is at users' sole risk and Jupiter Design has no liability to users on account of their access and use of any such content. We do to not intend to permit materials known by us to infringe another party’s copyright to be posted or remain on the Website or otherwise. If you believe any Content on the Website or otherwise provided by Jupiter Design infringes on any copyright or other intellectual property (including, but not limited to, any violation of the Digital Millennium Copyright Act), then you shall promptly notify us in writing and include with such notice all specific information and documentation necessary for us to determine and verify the status of the ownership and use of such Content. All such notices should be sent to Jupiter Design's designated agent as follows: Hugie Law Office, P.O. Box 4671, Logan, UT 84323.
V. Limitations on Content.
Your registration to receive Services from Jupiter Design through the Website or via any other means constitutes your agreement to pay fees ("Fees") in accordance with your sign-up, subscription and registration and any additions and/or amendments thereto from time to time (together, including changes and amendments, the "Registration"). You agree to timely pay the Fees at the times and in the amounts established through your Registration. Timely payment of the Fees is a condition precedent to Jupiter Design's duty to provide Services to you under the Terms in accordance with the conditions of your Registration. Jupiter Design has the right to charge your credit card or other form of payment provided by you for such purposes at such times and in such amounts as are required pursuant to your Registration and any other agreement for payment created between us from time to time. If you fail to timely pay the Fees in full, Jupiter Design has the right to suspend (i) your User License and Registration, (ii) your right to access and use the Website, and/or (iii) Jupiter Design's duty to provide Services to you. You represent and warrant to Jupiter Design that all credit card or other payment information you provide to Jupiter Design is true, correct and complete and that you have the legal authority to pay the Fees using the provided payment methods. You agree to timely provide Jupiter Design with any additional or changed information necessary to enable it to collect the Fees using your payment information from time to time. Jupiter Design has the right to change its Fees, including Fees regarding any existing Registration at any time effective 7 days after we communicate the changes to you by posting them to the Website or via any other means for changes that increase fees and effective immediately for temporary promotions or reductions in fees.
Jupiter Design will refund the cost of any new Registration upon your request received within ten (10) days after your purchase thereof. If you do not so request a refund within such ten (10) day period, no refunds will be granted for any reason whatsoever. Notwithstanding the foregoing, amounts paid for promotions, upgrades, and/or changes to existing plans are non-refundable under any circumstance. Payment is earned by Jupiter Design regardless of whether or not you make use of any Services available to you.
Your Registration does not include any of the costs for prototyping, sampling, testing, manufacturing, shipping, importing, exporting, customs, insurance, tariffs, and any other similar or related costs (together, the "Costs"). Jupiter Design makes no representation or guaranty that any estimate it may provide to you regarding any of the Costs will prove to be accurate and we are not liable for any losses, damages, or delays incurred on account of any difference between any estimated Costs and the actual Costs as finally determined.
VII. Termination by You.
You have the right to terminate your Registration at any time upon sending written notification to Jupiter Design. Upon any such notice of termination, your Registration and Use License shall terminate as of the last day your paid term. Your right to receive Services shall terminate upon your breach of any term of this Agreement or of your Registration.
VIII. Your Provided Materials.
You are responsible for providing to us all content and text you wish included in designs we create for you. You represent and warrant to us that (i) all information and materials you provide to us are free of errors and acceptable to you for use in designs we create for you, (ii) you have the legal right to use all such information and materials in designs we create for you, and (iii) no such information or materials infringe on any trademark, copyright or other intellectual property rights of any third parties. You own all graphics and files we create for you during any month paid in full. Requests for Services or revisions that are incomplete, unclear or vague will not be assigned for design.
IX. Excessive Use.
Jupiter Design is intended for reasonable use with each subscription license being utilized only by a single individual either as an individual or within the context of a non-creative based business. Your subscription is not intended to replace full-time in-house staff. If you need completion of a large amount of original, complex, or other work, especially in a short time frame, you should contact us about how to modify the terms of your Registration to accommodate fulfillment of such needs.
The Jupiter Design has the capacity to accept essentially unlimited requests for Services, but Jupiter Design's ability and timing to immediately fulfill such requests is dependent upon the quantity and nature of the aggregate requests received from time to time. Jupiter Design will use commercially reasonable efforts to meet your deadlines for priority items, but cannot guaranty that it will be able to do so, and, therefore, you should not use us to complete time sensitive projects.
We have the right to terminate your Registration and right to receive Services at any time if (i) you request or use an unreasonable quantity of Services based upon your Registration, (ii) you share your account or login information with other parties without our authorization, (iii) you abuse our Services or personnel, (iv) you use our Services in any manner that is unlawful, or (v) you use our Services regarding adult or pornographic content or content that is otherwise prohibited by this Agreement or your Registration.
X. Errors and Omissions.
Jupiter Design endeavors to eliminate or minimize errors in content we create for you, but we do not guarantee that such content will be free of errors. It is your responsibility to review and proof-read all such content and notify us of any necessary corrections. Jupiter Design is not responsible or liable for any losses or expenses arising out of errors or omissions.
XI. Jupiter Design use for Promotional Purposes.
Unless you notify us in writing, Jupiter Design has the non-exclusive right and license to highlight its work on your project via any media for advertising and promotion purposes to market services of Jupiter Design.
Jupiter Design will be the sole and exclusive party to communicate with any of our manufacturers or their contacts (together, "Manufacturers") that you may choose for use to manufacture or provide Products for you. You are prohibited from contacting or using any of the Manufacturers unless we authorize it in writing. All use by you of the Manufacturers shall require that you pay Jupiter Design the requisite fee and, unless we agree otherwise in writing, such fee shall be 15% of the gross order amount of such Products.
XIV. Client Indemnity of Jupiter Design.
You shall be solely responsible for (i) the design, development, packaging, printing, assembly, product quality, safety testing, manufacture, production, sale, distribution and use of any products provided for you in accordance with this Agreement, the User License or your Registration (together, the "Products"), and (ii) any defect, malfunction, damages or other liability of any kind that may be incurred because of any such Products (and you shall bear all costs associated therewith). Jupiter Design does not represent or guaranty that it or any of the Manufacturers can or will assist you regarding the testing, manufacture, production, advertising, sale or shipping of any Products.
You agree to indemnify, defend, and hold harmless Jupiter Design and its affiliates, officers, directors, agents, employees, successors and assigns from and against all costs, expenses, and losses (including reasonable outside attorney fees and costs) incurred through claims of third parties against Jupiter Design based on (i) a breach by you of any representation, warranty or other provision of this Agreement, the User License or your Registration; (ii) your receipt or use of Services, (iii) your infringement of third party’s intellectual property rights or other proprietary rights, (iv) actions founded on product liability or any similar or dissimilar tort claim; (v) claims with respect to your violation of applicable privacy laws in connection with your collection and use of consumer data (if any), and (vi) any act or omission of you, or your parents, subsidiaries, manufacturers and distributors/retailers. You will give Jupiter Design prompt written notice of any such claim. You agree that Jupiter Design shall have the right to, at its election, control the legal defense against any such claims, demands or litigation, including the right to select counsel of its choice and, subject to your consent, not to be unreasonably withheld or delayed, to compromise or settle any such claims, demand or litigation. You may, however, at your sole cost and expense, be represented by counsel of your own choosing in connection with any such claim, demand, or litigation. Such counsel will be in addition to Jupiter Design’s counsel and shall not interfere in any way with Jupiter Design’s defense of any such claim, demand or litigation.
You shall obtain and maintain, at your own expense, during the term of your Registration and for three (3) years thereafter, standard comprehensive general liability coverage in commercially reasonable amounts from qualified insurance carriers acceptable to Jupiter Design. Said coverage shall include broad form contractual liability insurance, product liability insurance and advertising liability insurance with all policies naming Jupiter Design (including its parents, affiliates, partners, subsidiaries, officers, employees, agents and representatives) as additional named insureds. You shall furnish Jupiter Design promptly upon your Registration with a certificate of insurance stating thereon the limits of liability, the period of coverage, the parties insured (including you and Jupiter Design), and the insurer’s agreement not to terminate or materially modify such insurance without notifying Jupiter Design in writing at least thirty (30) days before such termination or modification. The existence of the product liability insurance shall not mitigate, alter or waive the indemnity provisions hereunder. Jupiter Design shall not be responsible for the payment of the premiums, charges, taxes, assessments or other costs for any such insurance.
JUPITER DESIGN PROVIDES ALL SERVICES AND ALL CONTENT ON THE WEBSITE IN THEIR “AS IS” CONDITION WITHOUT WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED. JUPITER DESIGN HEREBY DISCLAIMS AND NEGATES ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. JUPITER MAKES NO REPRESENTATION OR WARRANTY CONCERNING THE ACCURACY, RESULTS, OR RELIABILITY OF THE SERVICES, THE USE OF THE CONTENT ON THE WEBSITE OR ANY MATERIALS ON ANY SITES LINKED TO THE WEBSITE.
XVII. Jupiter Designs Liability Limitations.
IN NO EVENT SHALL JUPITER DESIGN OR ITS MANUFACTURERS BE LIABLE FOR ANY DAMAGES (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, DAMAGES FOR LOSS OF DATA OR PROFITS, OR DUE TO BUSINESS INTERRUPTION,) ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICES, WEBSITE OR CONTENT, EVEN IF JUPITER DESIGN OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN NOTIFIED ORALLY OR IN WRITING OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL THE TOTAL LIABILITY OF JUPITER DESIGN UNDER THIS AGREEMENT, YOUR REGISTRATION OR THE USER LICENSE EXCEED ONE HUNDRED DOLLARS ($100), REGARDLESS OF THE CAUSE OF ACTION, WHETHER IN TORT, CONTRACT, OR OTHERWISE.
XVIII. Jurisdiction and Venue.
This Agreement and all claims thereunder or regarding the Services, Website or Content shall be governed and controlled as to validity, enforcement, interpretation, construction, effect and in all other respects by the internal laws of the State of Utah applicable to contracts made in that State without regard to its conflict of law provisions. Any suit, action, or proceeding of any kind to interpret or enforce this Agreement any claim regarding the Services, Website, Content, your User License, your Registration or any designs, or any Products provided thereunder shall be brought and prosecuted in the court of appropriate jurisdiction of the State of Utah located in Cache County, Utah. The parties consent to the jurisdiction and venue of any such court.
You represent and warrant that you have read, reviewed and understand the Terms, the Content and the functionality and scope of our Services.
The Services, Website and Content are protected by applicable copyright, trademark and other intellectual property laws.