THIS TERMS OF SERVICE AGREEMENT (the “Agreement”) constitutes a legally binding agreement by and between SimpleHonest, LLC, a limited liability company organized under the laws of the state of California (“SimpleHonest”) and the client, whether personally or on behalf of an entity (“Member”), with regard to access and use of SimpleHonest’s website or service: https://www.simplehonest.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 of the terms, conditions, and obligations contained herein results in the express prohibition of the Member’s use of the Website, and the Member is ordered to discontinue use immediately. Thereafter the relationship between Member and SimpleHonest shall cease and be of no further force and effect between the parties, except that any obligation of Member to pay SimpleHonest for services rendered shall remain and continue to be an ongoing obligation owed by Member to SimpleHonest. By submitting payment, Member agrees to this Agreement.
1. Intellectual Property Rights
Unless otherwise indicated, the Website is the property of SimpleHonest 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 SimpleHonest 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 SimpleHonest’s express prior written permission. SimpleHonest reserves all rights in the Website, Content, and Marks.
2. Ownership of Materials
Notwithstanding SimpleHonest’s ownership of Submissions, as described in Paragraph 6 (“Member Feedback”), all design and original source files created on Member’s behalf (“Projects”) belong to Member, and Member shall be the sole owner of the copyright for all Projects. In the event that any operation of law would cause SimpleHonest to become the owner of a Project, in whole or in part, rather than Member, SimpleHonest irrevocably and perpetually assigns its entire interest in the Project to Member, without limitation. Member warrants that any and all materials provided to SimpleHonest as examples or as material to be incorporated into a project during the design process are owned by Member 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. SimpleHonest always reserves the right to share the Member'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 SimpleHonest and require a commercial license in order for Member to legally reproduce, distribute, or publicly display the Project (“Third-Party Font(s)”), SimpleHonest will inform Member in writing that one or more Third-Party Fonts have been incorporated into the Project and that Member 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 Member to identify which licenses are required and who to contact in order to purchase said licenses. So long as SimpleHonest has informed Member of the incorporation of Third-Party Fonts as described above, Member assumes all responsibility for any consequences as a result of a failure by Member to purchase one or more licenses for any Third-Party Fonts incorporated into a Project.
4. User Representations
By using the Website, Member represents and warrants that: Member has the legal capacity and agrees to comply with these Terms of Service; Member is not a minor in the jurisdiction of their domicile; Member will not access the Website through automated or non-human means; Member will not use the Website for any illegal or unauthorized purpose; Member’s use of the Website will not violate any applicable law or regulation.
5. Prohibited Activities
Member shall not access or use the Website for any purpose other than that for which the Website is made available to the Member. The Website may not be used in connection with any commercial endeavors except those related to the work performed by SimpleHonest on behalf of the Member. Further, Member 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 SimpleHonest or other users; Interfere with, disrupt or create an undue burden on the Website or SimpleHonest’s networks or servers; Use the Website in an effort to compete with SimpleHonest; 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 SimpleHonest’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 SimpleHonest; Use the Website in a manner inconsistent with any applicable laws, statutes or regulations.
6. Member Feedback
Member acknowledges and agrees that any questions, comments, suggestions or other feedback or submission (each a “Submission”) shall be the sole property of SimpleHonest and SimpleHonest is under no obligation to keep a Submission confidential or take steps necessary to ensure the confidentiality of a Submission. SimpleHonest shall be the sole and exclusive owner of all rights related to the Submission except to the extent that rights are granted to Member 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 Member. Member agrees that it has the right to articulate and put forth the Submission and Member hereby waives all claims and recourse against SimpleHonest for its use of the Submission in accordance with the terms hereof and in its sole discretion hereafter.
7. Management and Oversite
SimpleHonest reserves the right to monitor the Website for violations of these Terms of Service and to take appropriate legal action in response to a violation of the Terms of Service or any applicable law, statute, or regulation. SimpleHonest further reserves the right to restrict or deny access to the Website or disable the Member’s use of the Website. Such decision shall be in the sole discretion of SimpleHonest, without notice or liability to Member. All decisions regarding the management of the Website shall be at the sole discretion of SimpleHonest and shall be designed to protect SimpleHonest’s rights and property.
8. Privacy Policy
By using the Website, Member 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 to the Website from the EU, Asia, or other regions of the world may result in the applicability of laws, statutes or regulations differing from those of the United States which govern personal data collection, use or disclosure. Member’s continued use of the Website and transfer of data to the United States constitutes express consent of Member to the transfer and processing of data in the United States. SimpleHonest 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 SimpleHonest without parental consent, SimpleHonest shall delete that information as soon as reasonably practical.
9. Returns and Refunds
SimpleHonest reserves the right to deny refunds based on its own self discretion and without notice or liability to Member. Refund requests are assessed on a case-by-case basis. Should Member request a refund during the first 15 days of the first month of use, all materials produced by SimpleHonest are ownership of the company and are prohibited from being used by the Member in any way. SimpleHonest reserves the right to take appropriate legal actions against Member for breach of this paragraph.