Last updated: September 2019
THE LEGAL AGREEMENTS SET OUT BELOW GOVERN YOUR USE OF THE UNDULLIFY SERVICES (“SERVICES”). BY USING THE UNDULLIFY SERVICES YOU AGREE TO THESE TERMS, AS SUCH MAY BE AMENDED FROM TIME TO TIME AT UNDULLIFY’S ABSOLUTE DISCRETION. IF YOU DO NOT AGREE TO THESE TERMS, YOU ARE NOT AUTHORIZED TO USE THE SERVICES.
1. How Our Services Work
Undullify offers fix-priced small graphic design services. We are an online service where users (Customers) can A) subscribe to a monthly service for a monthly-recurring Fee, and request an unlimited (5) number of small graphic design tasks (Tasks) to be completed, or B) for a single Fee, request one small graphic design task (Task) to be completed.
An appropriate Task, by way of example, might be to re-size an image to a specified number of pixels across, while preserving its aspect ratio, or to create a new image based on a number of Customer supplied visual assets and text.
The Undullify services work as follows:
i). Customer subscribes to the monthly fix-priced subscription service OR orders a single design task
ii). Customer provides Task User Content (2a), one at a time
iii) Undullify delivers Task
iv) Customer Accepts Task Delivery
v) Monthly fix-priced subscription service customers may request a new Task only once step iv is complete
Undullify reserves the right to reject a Task at any time.
(A) Required Information. Each Task should consist of (A) a detailed description of the Task and (B) electronic files, if any, required to complete the Task (together, User Content).
(B) Representation Regarding Right to Submit. By submitting a Task to Undullify, a Customer represents that Customer owns the User Content or otherwise has the right to submit User Content to us, and Customer’s use of the User Content does not violate any third party intellectual property or other rights.
(C) Ownership of User Content. Customer maintains the ownership rights in any User Content that such Customer submits to the Site.
(D) Grant of Limited Rights to Undullify. By submitting a Task to Undullify, the Customer gives us the rights to User Content solely to the extent necessary to complete the Task.
(E) Grant of Limited Rights to Us. Each Customer authorizes us to retain archival copies of all User Content that such Customer has submitted and to use such User Content in connection with the Site and our business, including for promoting the Site in any media format and through any media channel.
Delivery to Customer; Turnaround Time. When a Task is requested, Undullify will deliver that task within the number of business day or days as specified on the Customer’s current plan. Each Revision request will operate under the same process.
Delivery to Customer; Acceptance. When a Task is complete, the Customer who submitted it will receive an email from us with the contents of the Delivery available via one or more download links. A Task is considered “accepted” by the Customer (i) when the Customer advises us in writing, or (ii) if it is not declined by the Customer within 72 hours after notification of the Delivery.
Delivery to Customer; Files. When a Task is Accepted, Undullify will deliver all requested files. Undullify is not under any obligation to provide a Customer any files that are “unlayered”, “editable” or otherwise allow the Customer to make any changes. Undullify will retain archival copies of all Delivery Files that Undullify has created and will retain the right to use such Delivery Files in connection with the Site and our business, including for promoting the Site in any media format and through any media channel.
Misstep: If a Customer is Not Satisfied with the Delivery.
If a Customer is not satisfied with the Delivery, the Customer may decline the Delivery and it will be returned to Undullify for Revision. Undullify will attempt to make modifications to make the Delivery fit Customer’s reasonable expectations. Undullify will resubmit the revised Delivery within 1 business day. A revised Delivery that is not declined by Customer within 72 hours after being resubmitted will be considered accepted by Customer.
(A) If Undullify determines that either (1) Customer’s demands with respect to Delivery are not reasonable given the original Task specification, (2) Customer is being actively malicious, or (3) Customer has not provided enough guidance, direction, or instruction to Undullify resulting in the need for multiple edits, the Customer will be deemed to have accepted the Delivery.
4. Our Rights
(i) Our Intellectual Property. We retain all rights to intellectual property underlying the Site.
- 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 vests in us on its creation. For the avoidance of doubt, this does not include your Background IP or any licences (such as image licences).
- Upon full payment of our fees, we will assign to you all Intellectual Property Rights in the Task, except in relation to any of our Background IP. In such case we have a perpetual, irrevocable licence to use the relevant Task 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.
- Each party retains ownership of its Background IP and grants to the other party a non-exclusive, royalty-free licence as follows:
- 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
- for you only for the purpose and scope of the Task, unless otherwise agreed in writing.
- 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.
- 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.
- 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.
- We reserve the right to display all Tasks that we create for you on our website, any subsidiary website, and marketing material. The only exception to this is if a Non-Disclosure Agreement (NDA) has been requested and signed by the Customer, and granted and signed by Undullify.
(ii) User Content Review. We reserve the right to review any User Content, and to investigate any disputes related to the Site.
(iii) Backup; No Liability. Maintaining a safe and secure Customers is a top priority for us and we intend to back up and safeguard User Content posted to our Site using reasonable commercial efforts. However, we do not guarantee that there will not be loss of any User Content, and we will not be liable in the event of such loss of User Content.
(iv) Discretionary Right to Suspend or Terminate Account. We reserve the right to suspend or terminate the account of any Customer at any time for failure, or perceived failure, to comply with this Agreement, or for any other reason in our sole discretion.
(v) Right to Assume Our Defense. If you are required to indemnify us from any claim or loss, we reserve the right, at your expense, to assume the exclusive defense and control of such matter. We will use reasonable efforts to notify you of any such indemnifiable claim or loss upon becoming aware of it.
(vi) Disclaimer. Except where prohibited by law, the Site is provided as-is and as available and we expressly disclaim any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We make no warranty that the Site (A) will meet your requirements; (B) will be available on an uninterrupted, timely, secure, or error-free basis; or (C) will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe; (C) reserves the right to amend, suspend or discontinue the availability of the Site and/or any Service and/or remove any Content at any time at its sole discretion and without prior notice.
(vii) Limitation of Liability. Our liability to you will be limited as set forth in Section 4(d) of this Agreement.
5. Unlimited And Fair Use Policy
The term “unlimited” is subject to a Fair Use clause. The definition of Fair Use is determined by Undullify management, at its sole and exclusive discretion. Customers deemed to be abusing the Undullify service will be contacted by the Undullify management. Undullify management retains the sole and absolute discretion to suspend service to you if we deem necessary.
6. Termination & Cancellation
Cancellation can occur at any time. You are never required to stay with us – in fact, we’d prefer you have the option to leave if you are unhappy with our service and give us feedback on how we can serve you better.
Undullify may terminate any and all Services and/or your Undullify account immediately, without prior notice or liability, for any reason whatsoever, or for no reason, including without limitation if you breach the Terms.
In no event will Undullify put an account on Hold, Pause or any other suspended state. An account may only be active or canceled. All Hold or Pause requests will be processed as a cancellation of an account immediately.
Refund of any unused portion of a subscription month will not be given if a termination request is received unless the (7) Money-back guarantee conditions are triggered and met.
Upon termination of your account, your right to use the Services will immediately cease. If you wish to terminate your Undullify account, you must Contact us with your termination request. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
You can contact us through the contact page or email our support team to issue a termination request.
7. Money-back guarantee policy
If you are not happy with a design, you may request your monthly fee to be fully refunded to you:
- Applies only to the first design Task that you receive from your designer upon starting your subscription service with us. Any subsequent design Tasks within your first month or any other months are not included in this policy.
- Refunds are not provided to any unused days – whether whole or part – of a subscription month.
- Once your first design Task is Accepted by you, a request for a refund for that Task or any other Tasks will not be granted.
8. Copyright Infringement
Posting User Content that violates any copyright or other intellectual property rights is in express violation of this Agreement. If you believe your copyrighted work was submitted by a Customer to us without authorization, you may submit a DCMA takedown notice to us at firstname.lastname@example.org. Only the copyright owner, or an agent authorized to act on the owner’s behalf, may submit such a notice.
9. Limitation of Liability
In no event will we be liable to you or any third party for any lost profit or any damages arising from or relating to this Agreement. Your use of the Site is at your own discretion and risk. Our liability to you for any damages arising from or related to this Agreement, will at all times be limited to the amounts you have paid to us in the prior 12 months (if any). The existence of more than one claim will not enlarge this limit.
Accepted with respect to Delivery means, as applicable, either (i) when the Customer advises us in writing, or (ii) if it is not declined by the Customer within 72 hours after notification of the Delivery.
Business day means a day that is not a Saturday, a Sunday, or a public holiday in Australia and is 24 hours long.
Customer means a user of the Site with rights to submit Tasks.
Delivery means the completed design for a Task.
Fee means the Fee applicable to the type of Task. Pricing is subject to change.
User Content means information submitted by a Customer as part of a Task including (A) a detailed description of the Task and (B) electronic files, if any, required to complete the Task.
Site means http://undullify.com.
Subsidiary means a company that is owned and controlled by Undullify.
Task means a small design project, which can be completed by Undullify within 30 minutes (e.g., resize an image to a specified number of pixels across, while preserving its aspect ratio, or to create a new image based on a number of Customer supplied visual assets).
You means Customer