THIS TERMS OF USE AGREEMENT (the “Agreement”) constitutes a legally binding agreement by and between WEGEMS, LLC, a limited liability company organized under the laws of the state of [State] (“Wegems”) and the client, whether personally or on behalf of an entity (“Client”), with regard to access and use of Wegems’s website: https://www.wegems.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 Client’s use of the Website, and the Client is ordered to discontinue use immediately. Thereafter the relationship between Client and Wegems shall cease and be of no further force and effect between the parties, except that any obligation of Client to pay Wegems for services rendered shall remain and continue to be an ongoing obligation owed by Client to Wegems.
1. Intellectual Property Rights
Unless otherwise indicated, the Website is the property of Wegems 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 Wegems 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 Wegems’s express prior written permission. Wegems reserves all rights in the Website, Content, and Marks.
2. Ownership of Materials
Notwithstanding Wegems’s ownership of Submissions, as described in Paragraph 4 (“Client Feedback”), all design and original source files created on Client’s behalf (“Projects”) belong to Client, and Client shall be the sole owner of the copyright for all Projects. In the event that any operation of law would cause Wegems to become the owner of a Project, in whole or in part, rather than Client, Wegems irrevocably and perpetually assigns its entire interest in the Project to Client, without limitation. Client warrants that any and all materials provided to Wegems as examples or as material to be incorporated into a project during the design process are owned by Client 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. Wegems always reserves the right to share the Client'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 Wegems and require a commercial license to legally reproduce, distribute, or publicly display the Project (“Third-Party Font(s)”), Wegems will inform Client in writing that one or more Third-Party Fonts have been incorporated into the Project and that Client will need to purchase one or more licenses for the Third-Party Fonts from the rights-holder(s) of said Third-Party Fonts to legally reproduce, distribute, or publicly display the Project. Said notice will include information sufficient for Client to identify which licenses are required and who to contact to purchase said licenses. So long as Wegems has informed Client of the incorporation of Third-Party Fonts as described above, Client assumes all responsibility for any consequences as a result of a failure by Client to purchase one or more licenses for any Third-Party Fonts incorporated into a Project.
4. User Representations
By using the Website, Client represents and warrants that: Client has the legal capacity and agrees to comply with these Terms of Use; Client is not a minor in the jurisdiction of their domicile; Client will not access the Website through automated or non-human means; Client will not use the Website for any illegal or unauthorized purpose; Client’s use of the Website will not violate any applicable law or regulation.
5. Prohibited Activities
Client shall not access or use the Website for any purpose other than that for which the Website is made available to the Client. The Website may not be used in connection with any commercial endeavors except those related to the work performed by Wegems on behalf of the Client. Further, Client 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 Wegems or other users; Interfere with, disrupt or create an undue burden on the Website or Wegems’s networks or servers; Use the Website in an effort to compete with Wegems; 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 Wegems’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 Wegems; Use the Website in a manner inconsistent with any applicable laws, statutes, or regulations.
6. Client Feedback
Client acknowledges and agrees that any questions, comments, suggestions, or other feedback or submission (each a “Submission”) shall be the sole property of Wegems and Wegems is under no obligation to keep a Submission confidential or take steps necessary to ensure the confidentiality of a Submission. Wegems shall be the sole and exclusive owner of all rights related to the Submission except to the extent that rights are granted to Client 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 Client. Client agrees that it has the right to articulate and put forth the Submission and Client hereby waives all claims and recourse against Wegems for its use of the Submission in accordance with the terms hereof and in its sole discretion hereafter.
7. Management and Oversight
Wegems reserves the right to monitor the Website for violations of these Terms of Use and to take appropriate legal action in response to a violation of the Terms of Use or any applicable law, statute, or regulation. Wegems further reserves the right to restrict or deny access to the Website or disable the Client’s use of the Website. Such decisions shall be in the sole discretion of Wegems, without notice or liability to the Client. All decisions regarding the management of the Website shall be at the sole discretion of Wegems and shall be designed to protect Wegems’s rights and property.
8. Privacy Policy
By using the Website, Client 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 that govern personal data collection, use, or disclosure. Client’s continued use of the Website and transfer of data to the United States constitutes express consent of Client to the transfer and processing of data in the United States. Wegems 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 Wegems without parental consent, Wegems shall delete that information as soon as reasonably practical.
9. Returns and Refunds
Wegems recognizes a 14-day refund period for the initial month of service. If the Client is dissatisfied with the delivered work within this timeframe, they may request a refund. Refund requests are evaluated on a case-by-case basis. In the event of an approved refund, a 25% fee will be applied to the remaining billable period. Wegems retains the right to take legal action against the Client for any breach of this refund policy.
10. Modification
Wegems reserves the right to change, alter, modify, amend, or remove anything or any content on the Website for any reason at its sole discretion. Wegems reserves the right to modify or discontinue all or part of the Website without notice and without liability to Client.
11. Connection Interruptions
Wegems does not guarantee or warrant the Website will be available and accessible at all times. Issues with hardware, software, or other items may result in interruption delays or errors beyond Wegems’s control. Client agrees that Wegems shall not be liable to Client for any loss, damage, or inconvenience caused by Client’s inability to access or use the Website during any interruption in the connection or service.
12. Governing Law
These Terms of Use shall be governed by and construed in accordance with the laws of the State of [State] without regard to conflict of law principles.
13. Litigation
Any legal action of whatever nature shall be brought in the state courts of [County], [State] or in the United States District Court for the District of [State]. The parties hereto consent to personal jurisdiction in said courts and waive all defenses of lack of personal jurisdiction and forum non-conveniens with respect to venue and jurisdiction. Application of 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
The Website is provided on an as-is, as-available basis. Client agrees that its use of the Website and Services is at the Client’s sole risk. Wegems disclaims all warranties, express or implied, in connection with the Website and the Client’s use thereof, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Wegems makes no warranties or representations about the accuracy or completeness of the Website or any content thereon or content of any websites linked to the Website, and Wegems assumes no liability for any errors, mistakes, or inaccuracies of content and materials, personal injury or property damage, of any nature whatsoever, any unauthorized access to or use of Wegems’s secure servers and/or any personal information and/or financial information stored therein, any interruption or cessation of transmission to or from the site, any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Website by any third party and/or any errors or omissions in content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available through the Website. Wegems does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party either through the Website, a hyperlinked website or any website or mobile application featured in any advertising.
15. Limitations of Liability and Indemnification
Wegems and its directors, employees, members, independent contractors, or agents shall not be liable to the Client or any third party for any direct, indirect, consequential, incidental, special, or punitive damages, including lost profit, lost revenue, lost data, attorneys’ fees, court costs, fines, forfeitures, or other damages or losses arising from the Client’s use of the Website. The Client agrees to defend, indemnify, and hold harmless Wegems and its subsidiaries, affiliates, and all respective officers, members, agents, partners, employees, and independent contractors from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of:
Notwithstanding the foregoing, Wegems reserves the right, at the Client’s expense, to assume control and defense of any matter for which the Client shall be required to indemnify Wegems hereunder. The Client agrees to cooperate with the defense of such claims.
16. User Data
The Client is solely responsible for all data transmitted to or that relates to any activity the Client has undertaken using the Website. Wegems shall have no liability to the Client for any loss or corruption of any such data, and the Client hereby waives any right of action against Wegems from any such loss or corruption.
17. Electronic Communications, Transactions, and Signatures
The Client hereby consents to receive electronic communications from Wegems, and the Client agrees that all agreements, notices, disclosures, and other communications sent via email or through the Website satisfy any legal requirement that such communication be in writing. The Client hereby agrees to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by Wegems or through the Website. The Client hereby waives any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records or to payments or the granting of credits by any means other than electronic.
18. Showcasing Design Work
Wegems reserves the right to share design work on digital channels including social media, website, etc., unless otherwise agreed upon. The Client reserves the right to issue an NDA between themselves and Wegems, which in turn would void the right of Wegems to share or discuss the Client's work publicly.
19. Referrals
Wegems does not support or endorse any referral program. Clients are advised that referral activities are not covered or supported by Wegems.
20. Project Restrictions
Wegems reserves the right to refrain from working on projects associated with usury, dating, alcohol, and casinos. Clients are advised to ensure that their project content aligns with Wegems' policy. Wegems retains the right to reject or discontinue work on projects that violate these restrictions.
Usury refers to the practice of charging excessively high interest rates on loans, often considered unfair or exploitative. It typically involves lending money at an interest rate that is well above the legal or socially accepted norms.
21. Confidentiality
Wegems acknowledges the confidential nature of the information provided by the Client and agrees not to disclose such information to any third party without the Client's prior written consent, except as required by law. This obligation of confidentiality shall continue indefinitely beyond the termination of the services provided by Wegems.
22. Termination
Either party may terminate the services provided by Wegems at any time by providing written notice to the other party. In the event of termination, the Client shall pay Wegems for all services performed and any expenses incurred up to the date of termination.
23. Force Majeure
Wegems shall not be liable for any failure or delay in performing its obligations under these Terms of Use if such failure or delay is due to circumstances beyond its reasonable control, including but not limited to acts of nature, war, terrorism, labor disputes, equipment failure, or internet service provider failures.
24. Entire Agreement
These Terms of Use constitute the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, whether oral or written, between the parties relating thereto.
25. Severability
If any provision of these Terms of Use is held to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable. Any invalid or unenforceable provision shall be deemed replaced by a valid and enforceable provision that most closely reflects the intent of the original provision.
26. Waiver
The failure of either party to enforce any provision of these Terms of Use shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of these Terms of Use.
27. Updates and Modifications to Terms
Wegems reserves the right, in its sole discretion, to update, modify, or replace any part of these Terms of Use. The Client is responsible for checking these Terms of Use periodically for changes. The Client's continued use of the Website following the posting of any changes to these Terms of Use constitutes acceptance of those changes.
28. Contact Information
Questions about these Terms of Use should be sent to Wegems at [hello@wegems.co].
‍
Thank you for reviewing Wegems's Terms of Use.
Last updated: 27 November 2023
‍
