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Designer on Tap Terms and conditions

Between Studio 1 Pty Ltd ABN 46 082 517 539 (we or us) and you.

These terms and conditions (Terms) govern your subscription to our design services as provided by the “Designer on Tap” subscription product (Service) which is set out more fully at www.studio1design.com/unlimited/ (Website) and forms a binding contractual agreement between you, the user of the Service, and us.

By using the Service you acknowledge and agree that you have had sufficient chance to read and understand the Terms and you agree to be bound by them. If you do not agree to the Terms, you must not use the Service.

You acknowledge and agree that you have had sufficient chance to read and understand the Terms, and you agree to be bound by them.

1. Fees and costs
   1. The Service is available for purchase as a monthly subscription through our Website. We will invoice you the agreed monthly rate (Fee) in advance, and the Fee will be automatically deducted from your credit card each month.
   2. If your credit card expires or your credit card details change, you must let us know as soon as possible. Delay in payment may result in suspension or termination of your subscription by us.
   3. Unless otherwise stated on the Website or in any invoice we provide you, the Fee is quoted in US dollars and expressed inclusive of all taxes.
   4. If you require custom coding services or any other services that are not contained in the Service description on the Website (Additional Services), then we will advise you of this and of the estimated cost for the provision of those Additional Services. You agree that any Additional Services will be subject to our standard terms and conditions.
   5. You must not share, or allow any person outside of your organisation to use, your access to the Service without our prior consent. We reserve the right to immediately terminate your subscription at any time without liability if you allow, or we have reasonable grounds to suspect that you have allowed, access to the Service by an unauthorised person.
2. Timing
   1. We will use reasonable commercial endeavours to deliver the Services in accordance with any agreed timeframes, but we do not guarantee any timing estimates and we will not be in breach of our obligations if we fail to meet any such timelines.
3. Intellectual Property Rights
   1. You acknowledge and agree that all Intellectual Property Rights in all creation files, working files, artwork and other documents provided by us in connection with the Services vest in us on its creation. For the avoidance of doubt, this does not include your Background IP or any licences (such as image licences).
   2. Upon full payment of our fees but subject to clause 5.3, we will assign to you all Intellectual Property Rights in the project, except in relation to any of our Background IP. In such case we have a perpetual, irrevocable licence to use the relevant project Intellectual Property Rights unless agreed otherwise in writing. For the avoidance of doubt, Intellectual Property Rights that we have agreed to transfer to you do not include any licences (such as image licences) or other Intellectual Property Rights that we are not able to assign.
   3. Each party retains ownership of its Background IP and grants to the other party a non-exclusive, royalty-free licence as follows:
      1. for us, to the extent necessary to enable us to provide the Services, exercise our rights in accordance with the provisions of these terms and conditions and otherwise carry out our obligations under these terms and conditions, and
      2. for you only for the purpose and scope of the project, unless otherwise agreed in writing.
   4. If during the course of providing the Services we develop discover, or first reduce to practice a concept, product or process which is capable of being patented, then such concept, product or process will remain our property and you must not use or otherwise appropriate such property without first obtaining our written consent.
   5. To the extent permitted by applicable laws and for your benefit, we will, upon your request in writing procure the consent from the holder of any Moral Rights in the project.
   6. We may purchase rights to images that we use in providing the Services to you. Such images may be subject to a licence agreement between us and a third party that may restrict your use of those images. Please ask us if you would like to be given a copy of the terms of any such licence. Unless otherwise agreed in writing, we may at our discretion use images that have been used in providing the Services to you, with other clients or on other works. If you require specific images, you may be required to pay additional fee(s) for that use. Even if we agree to provide an image to you exclusively, we cannot guarantee that the image will not be used by other third parties who may have obtained these images from another party.
4. Warranties and liability
   1. You warrant that all work and materials provided by you (including your Background IP) will be free and clear of all liens and encumbrances and may be lawfully used by us without infringing upon the rights of others including, and without limiting the generality of the foregoing, any copyright trade secret patent or trade mark rights of any third party.
   2. You acknowledge that you have not relied on any advice, representation or warranty given by us in connection with the Services that is not expressly stated in this document.
   3. To the extent permitted by law, all warranties, conditions and representations by us are excluded. If a term is implied by law into this document and the law prohibits provisions in a contract excluding or modifying liability under that term, then it will be included this document. However, our liability for breach of such term will be limited, at our option, to one or more of the following:
      1. the supply of the services again; or
      2. the payment of the cost of having the services supplied again.
   4. If you are not happy with our Services, to the extent permitted by law we will not provide you with a refund, but supply you with the Services again within reason, until you are satisfied with the outcome.
   5. To the extent permitted by law, neither we nor any of our officers, employees, agents or related bodies corporate will be responsible or liable in any way (including for negligence) for any loss, damage, liability or costs incurred or sustained by you or claims made against you, and you agree not to make any claim against us, due to or arising out of our provision of the Services.
   6. Without limitation, we will under no circumstances be liable for any indirect or consequential losses, including loss of profits, loss of revenue and loss of business opportunity.
   7. You indemnify and hold us harmless in respect of any and all claims, loss or damage of any kind whatsoever (including legal costs and disbursements on a full indemnity basis), arising directly or indirectly out of:
      1. any act done by us in good faith and purportedly pursuant to a right granted to us under the provisions of this document
      2. any infringement by you of third-party Intellectual Property Rights, and/or
      3. any breach by you of any of the terms of this document.
   8. We do not guarantee that our Services will provide any specific results. In particular, and without limiting the foregoing, we make no guarantees, warranties or representations as to sales or revenue that may be achieved or that you will receive any new or increased numbers or customers as a result of our Services.
5. Termination
   1. You may terminate your subscription to the Service at any time by notifying us through your account on the Website that you wish to terminate your subscription in which case termination will be effective at the end of the billing period which you have paid.
   2. We reserve the right to suspend Services immediately at any time and without liability if you breach these Terms in any way.
   3. If you breach any term or condition of this document and fail to remedy such breach within 14 days of you receiving written notification from us indicating the breach and requiring its remedy then we may at our discretion treat this document as terminated, in which case we will retain the Intellectual Property Rights in the Services even if we had previously agreed to assign it.
   4. Termination due to a breach of this document by you does not in any way prejudice any of our rights including our right to receive payment for Services rendered.
6. Non-Solicitation
   1. You must not during the term of this document, or for a period of 6 months following completion of any project that we undertake for you:
      1. employ, contract or hire the services of any of our personnel, or
      2. induce or attempt to induce any of our personnel to terminate their agreements or contracts with us.
7. General
   1. All notices and consents required or permitted to be given under this document must be in writing and given by personal service, pre-paid postage, a facsimile transmission, or email transmission at the addresses of the parties set out in this document or to such other address as either party may designate to the other by written notice.
   2. Neither this document nor any rights or obligations of this document may be assigned or otherwise transferred by either party without the prior written permission of the other.
   3. If we do not act in relation to a breach by you of this document, this does not waive our right to act with respect to that or subsequent or similar breaches.
   4. Nothing stated in this document constitutes you and us as partners, or creates the relationship of employer and employee, master and servant or principal and agent between the parties. Neither party shall have authority to make any statements, representations or commitments of any kind, or to take any action which shall be binding on the other party, except as expressly provided in this document or authorised in writing.
   5. If any provision of this document should be held to be invalid in any way or unenforceable, the remaining provisions must not in any way be affected or impaired. This document must be construed so as to most nearly give effect to the intent of the parties as it was originally executed.
   6. These terms and conditions are governed by and to be interpreted according to the laws of Victoria, Australia. The parties submit to the non-exclusive jurisdiction of the courts of that State.
8. Definitions

Background IP means Intellectual Property Rights owned by either party immediately prior to the date of this agreement or developed independently of this agreement.

Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, know-how, trade marks (whether registered or not), business names (whether or not registered), domain names, inventions, discoveries, patents, patent applications, designs, circuit layouts and all other intellectual property as defined in Article 2 of the Convention Establishing the World Intellectual Property Organization of July 1967.

Moral Rights means the right of attribution, the right against false attribution and the right of integrity of authorship as defined in the Copyright Act 1968 (Cth).