1. Scope

A. These Terms apply to any person who accesses or uses the Site (referred to collectively as "Users", "you", or "your").

B. Users may be subject to additional terms and conditions as imposed by the Company, and the Site.

C. No charge is made for your use of the Site (unless otherwise stated or when purchases are made through the site), although you should be aware that charges for Internet use may apply at rates determined by your provider. The Company reserves the right to change the services, products, and programs mentioned in this Site at any time, at its sole discretion.

D. The Company reserves the right to seek all remedies available by law in equity for any violation of these Terms and any grants not expressly granted herein are reserved by the Company.

2. US-Based Website

This site is controlled and operated by the Company from the United States, and, except as expressly set forth herein, is not intended to subject the Company to the laws or jurisdiction of any state, country or territory other than that of the State of Florida, United States. The Company does not represent or warrant that the Site or any part thereof is appropriate or available for use in any particular jurisdiction other than the United States. In choosing to access the Site, you do so on your own initiative and at your own risk, and are responsible for complying with all local laws, rules, and regulations. The Company may limit the Site's availability, in whole or in part, to any person, geographic area or jurisdiction the Company chooses, at any time and in the Company's sole and absolute discretion.

3. Registration

A. You may be required to register an account with the Company in order to access certain areas of the Site ("User Account"). With respect to any such registration, the Company may refuse to grant you, and you may not use, a user name (or e-mail address) that is already being used by someone else; that may be construed as impersonating another person; that belongs to another person; that personally identifies you; that violates the intellectual property or other rights of any person; that is offensive; or that the Company rejects for any other reason in the Company's sole discretion.

B. Your username and password are for your personal use only, and not for use by any other person. You are responsible for maintaining the confidentiality of any password you may use to access the Site, and agree not to transfer your password or user name, or lend or otherwise transfer your use of or access to the Site, to any third party. You are fully responsible for all interaction with the Site that occurs in connection with your password or user name. You agree to notify the Company immediately of any unauthorized use of your password or user name or any other breach of security related to your account or the Site, and to ensure that you "log off"/exit from your account with the Site (if applicable) at the end of each session. The Company is not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations.

C. By creating a User Account you specifically agree to be added as a subscriber to our newsletter, marketing, or other promotional materials. You may opt-out of receiving these communications by way of a return email to us or clicking an "Unsubscribe link".

4. Purchases

A. In order to access the Application, you will be required to create a User Account.

B. The Company shall charge a fee and will receive and/or enable payment for design services arranged through the Application.

C. As at the date of these Terms, payment may be made, free of any setoff or deduction in the following methods: debit/credit card, however, third-party payment processing services may be amended from time to time without any further notice to you. The User further specifically warrants that User is specifically authorized to use the payment method in the User Account and specifically indemnifies the Company against any loss or harm that may be caused by unauthorized use of the payment method in the User Account.

D. Purchases are final and subject to our Refund Policy, and the User grants the Company the express written consent to deduct payment for any of the Purchases made reference to in this Section 4.

E. We reserve the right to refuse or cancel your order in the event of fraud, illegal or unauthorized use of any payment method.

5. Subscription

A. You may choose to subscribe to a subscription plan through the Service ("Subscription"). The subscription plan to our Service consists of an initial charge followed by recurring periodic charges as agreed to by you. By entering into this Agreement, you acknowledge that your Subscription has an initial and recurring payment feature and that you accept responsibility for all recurring charges prior to cancellation.

B. We will submit periodic charges (e.g., monthly, quarterly, semi-annually, annually) without further authorization from you until you opt-out of auto-renewal on your account page by using the "Cancel Subscription" button.

C. The initial payment to the Company for the Services will be withdrawn at the time of checkout. Subsequent payments are automatically scheduled to withdraw on the same day of the month, as the day in which you signed up. The renewal payment schedule may change without prior notice, at the discretion of the Company.

D. Canceling or pausing the Subscription will not cancel the orders that have been paid for, it only stops future renewal charges. In the event that the Subscription is paused prior to the expiration date of the Subscription, then the User shall be entitled to use the Services for the remainder of the Subscription period.

E. The cancellation request via your account page will take effect only if submitted prior to the date in which your subscription is due to expire.

F. Promotional codes/discounts are only valid on the initial order, not the recurring charges, unless otherwise noted.

G. Any of the subscription plans can be suspended or canceled at any time. However, you will not be eligible for a refund on any recurring payments made during the Subscription.

H. We reserve the right at our absolute discretion not to renew your Subscription at any time without giving any reasons for our decision.

6. License

A. Subject to your compliance with these Terms, The Company grants you a limited, non-exclusive, non-sub licensable, revocable, non-transferable license to: (i) access and use the Site on your personal device solely in connection with your use of the Site; and (ii) access and use any content, information and related materials that may be made available through the Site. Any rights not expressly granted herein are reserved by The Company and The Company's licensors.

B. Ownership:The Site, which includes all products and services sold through the Site, excluding commissioned designs, and all rights therein are and shall remain The Company's property or the property of The Company's licensors. Neither these Terms nor your use of the Site conveys or grant to you any rights: (i) in or related to the Site except for the limited license granted above; or (ii) to use or reference in any manner The Company's name, logos, product and service names, trademarks or Site marks or those of The Company's licensors or any other associated intellectual property.

C. Assignment: It is understood and agreed that works commissioned by the Company are created for the sole and exclusive use of the User and User shall be deemed to be the sole and exclusive owner of all rights, title, and interests therein, including all copyrights and proprietary rights relating thereto. Ownership is not dependent upon an active subscription, however, this assignment is only applicable to Users with an active Subscription on the date in which the work was commissioned. The Company shall, however, retain the non-exclusive, non-sublicensable, royalty-free, worldwide license to publish and display any Content created for the purposes of marketing the Site and the Services, which right may be revoked at any time by email.

D. By posting Content on or through the Services You represent and warrant that: (i) Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your Content on or through Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity.

7. Restricted Activities

Users shall not under any circumstances:

• Modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Application
• Grant or sell access to a third party to access your User Account, or impersonate or act as another User
• Contravene any laws in the use of the Site
• Post information that may be deemed fraudulent, libelous, abusive, obscene, profane, sexually-oriented, harassing, or illegal
• Discriminate against another User on the basis of race, religion, gender, age, mental or physical disability, sexual orientation, medical condition, nationality or similar basis
• Mirror or frame the Site or any portion thereof
• Cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, data mining, or unduly burdening or hindering the operation and/or functionality of any portion or aspect of the Site
• Remove any copyright, trademark, or other proprietary notice from any portion or aspect of the Site
• Use the Site in a way that infringes any third party's intellectual property rights

8. Links to Third-Party Websites and Services

A. You may be able to access websites, content, products, or services provided by third parties through links that are made available on the Site ("Third Party Services").

B. You acknowledge that different terms of use, terms of service, and privacy policies may apply to your use of such third-party service and content. The Company does not endorse such third-party service and content and in no event shall it be responsible or liable for any products or services of such providers.

9. Privacy

For information regarding our collection and use of information you provide to us, please refer to our Privacy Policy, which shall supplement and be incorporated into these Terms by reference. By entering into these Terms, you agree to our collection, use, and disclosure of your personal information in accordance with our Privacy Policy.

10. Copyright Policy

The Company respects the intellectual property of others and expects users of the Services to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe your work has been copied in a way that constitutes copyright infringement, please contact us with the following information: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing; (iv) your contact information; (v) a statement of good faith belief; and (vi) a statement that the information is accurate.

11. DMCA

We comply and act as required in terms of the Digital Millennium Copyright Act ("DMCA"), to valid and compliant DMCA notices. We reserve the right to remove content alleged to be infringing without prior notice, at our sole discretion, and without liability to you. In appropriate circumstances, the Company will also terminate an Account if the User is determined to be a repeat infringer.

12. Non-Solicitation

A. You agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with designers employed by the Company and not to circumvent the Payment Methods offered on the Site.

B. You agree to notify the Company immediately if an employee or representative of the Company suggests making or receiving payments other than through the Site.

C. You acknowledge and agree that a violation of this Section is a material breach of these Terms, and may result in your User Account being permanently suspended and damages being claimed.

13. Refund Policy

A. The Company reserves the right to deny refunds to the full extent permitted by law without notice or liability to you. Refund requests are assessed on a case-by-case basis, and are subject to your use of the Services in compliance with these Terms.

B. All refund requests must be sent in writing to the Company and it may take up to 5 business days to process a refund request.

C. In the event that a refund is granted the Company reserves the right to use the most suitable method for the refund, which includes an alternate method of payment than that which was used to make the payment.

14. Termination

Your User Account may be restricted, or terminated, without any further notice, on the following bases:

• Should the User Account be flagged for any illegal or suspicious activity, by the Company, its duly authorized representative responsible for data security or by any governmental organization
• Where the Company, in its sole and absolute discretion, determines that there is a material breach of these Terms

15. Governing Law and Arbitration

Except as otherwise set forth in these Terms, these Terms shall be exclusively governed by and construed pursuant to the laws of the State of Florida, USA. Any dispute, conflict, claim, or controversy arising out of or broadly in connection with or relating to your use or access to the Site or these Terms, including those relating to its validity, its construction, or its enforceability shall be settled by the exclusive jurisdiction of the courts of the State of Florida, without resort to any conflict of law provisions.

16. Disclaimer

THE SITE IS ACCESSED ON AN "AS IS", "WITH ALL FAULTS" AND "AS AVAILABLE" BASIS TO THE FULL EXTENT PERMITTED BY THE LAW. THE COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

17. Limitation of Liability

THE COMPANY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SITE OR SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18. Warranty

The Company makes no express or implied warranties of merchantability or that the Site or Services are fit for the purpose for which they were designed or any other purpose whatsoever, and this warranty supersedes any prior representations and understandings regarding the Site or Services. The Company further does not warrant that the Site will be available and accessible at all times.

19. Severability

If any provision of these Terms is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of these Terms but the legality, validity, and enforceability of the other provisions in these Terms shall not be affected. These Terms constitute the entire agreement and understanding of the parties with respect to its subject matter and replace and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter.

20. Indemnity

You agree to indemnify and hold The Company and its officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees) arising out of or in connection with: (i) your use of the Services; (ii) your breach or violation of any of these Terms; or (iii) your violation of the rights of any third party.

Contact

If you have any questions about these Terms, please contact us at hello@axistudio.io