Last updated: February 13, 2024
The terms and conditions outlined in this Agreement (the “Agreement”) constitute a legally binding agreement by and between The Muses Design, LLC, a limited liability company organized under the laws of the state of California (“The Muses Design”), and the client, whether personally or on behalf of an entity (“Client”), concerning access and use of The Muses Design’s website: https://www.themusesdesign.com (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 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 The Muses Design shall cease and be of no further force and effect between the parties, except that any obligation of Client to pay The Muses Design for services rendered shall remain and continue to be an ongoing obligation owed by Client to The Muses Design.
1. Intellectual Property Rights
Unless otherwise indicated, the Website is the property of The Muses Design 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 The Muses Design 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 The Muses Design’s express prior written permission. The Muses Design reserves all rights to the Website, Content, and Marks.
2. Ownership of Materials
Notwithstanding The Muses Design’s ownership of Submissions, as described in Section 6 (“Client Feedback”), all design and source files created on Client’s behalf (“Projects”) belong to Client, and Client shall be the sole owner of the copyright for all Projects. If any operation of law would cause The Muses Design to become the owner of a Project, in whole or in part, rather than Client, The Muses Design irrevocably and perpetually assigns its entire interest in the Project to Client, without limitation. Client warrants that all materials provided to The Muses Design 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. The Muses Design always reserves the right to share the Client's design work publicly (social media, website, etc.) unless agreed upon, in writing, as stated in section 18 of this Agreement.
3. Third-Party Fonts
If any Project incorporates fonts that are not owned by The Muses Design and require a commercial license for the Client to legally reproduce, distribute, or publicly display the Project (“Third-Party Font(s)”), The Muses Design 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 reproduce, distribute, or publicly display the Project legally. Said notice will include information sufficient for the Client to identify which licenses are required and who to contact in order to purchase said licenses. So long as The Muses Design 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 the terms and conditions outlined in this Agreement; 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 The Muses Design 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 The Muses Design or other users; Interfere with, disrupt or create an undue burden on the Website or The Muses Design’s networks or servers; Use the Website in an effort to compete with The Muses Design; 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 The Muses Design’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 The Muses Design; 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 The Muses Design and The Muses Design is under no obligation to keep a Submission confidential or take steps necessary to ensure the confidentiality of a Submission. The Muses Design 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 The Muses Design 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 The Muses Design for its use of the Submission following the terms hereof and in its sole discretion hereafter.
7. Management and Oversite
The Muses Design reserves the right to monitor the Website for violations of this Agreement and to take appropriate legal action in response to a violation of the terms of this Agreement or any applicable law, statute, or regulation. The Muses Design further reserves the right to restrict or deny access to the Website or disable the Client’s use of the Website. Such decision shall be in the sole discretion of The Muses Design, without notice or liability to Client. All decisions regarding the management of the Website shall be at the sole discretion of The Muses Design and shall be designed to protect The Muses Design’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 Websites 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. The Muses Design does not knowingly accept or solicit information from individuals under 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 The Muses Design without parental consent, The Muses Design shall delete that information as soon as reasonably practical.
9. Returns and Refunds
The Muses Design reserves the right to deny refunds based on its sole discretion and without notice or liability to Client. Refund requests are assessed on a case-by-case basis. Should the Client request a refund during the first month of use, all materials produced by The Muses Design are owned by The Muses Design and are prohibited from being used by the Client in any way.
If a refund is deemed to be appropriate, The Muses Design will issue a refund for your last payment, deducting a 25% fee.
The Muses Design reserves the right to take appropriate legal actions against Client for breach of this paragraph.
10. Modification
The Muses Design reserves the right to change, alter, modify, amend, or remove anything or any content on the Website for any reason at its sole discretion. The Muses Design reserves the right to modify or discontinue all or part of the Website without notice or liability to Client.
11. Connection Interruptions
The Muses Design 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 The Muses Design’s control. Client agrees that The Muses Design 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
This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of law principles.
13. Litigation
Any legal action of whatever nature shall be brought in the state courts of Alameda County, California, or the United States District Court for the Northern District of California. 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 the terms of this Agreement.
14. Disclaimer
The Website is provided on an as-is, as-available basis. Client agrees that its use of the Website and Services are at Client’s sole risk. The Muses Design disclaims all warranties, express or implied, in connection with the Website and Client’s use thereof, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. The Muses Design 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 The Muses Design 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 The Muses Design’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. The Muses Design 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
The Muses Design and its directors, employees, members, independent contractors or agents shall not be liable to 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 Client’s use of the Website.Client agrees to defend, indemnify and hold harmless, The Muses Design and its subsidiaries, affiliates and all respective officers, members, agents, partners, employees and independent contractors from and against any loss, injury, damage, liability, claim or demand including reasonable attorneys’ fees and expenses, due to or arising out of: (1) use of the Website; (2) breach of the terms of this Agreement; (3) any breach of Client’s representations and warranties set forth herein; (4) Client’s violation of the rights of any third party, including but not limited to intellectual property rights. Notwithstanding the foregoing, The Muses Design reserves the right, at Client’s expense, to assume control and defense of any matter for which Client shall be required to indemnify The Muses Design hereunder. Client agrees to cooperate with the defense of such claims.
16. User Data
Client is solely responsible for all data transmitted to or that relates to any activity Client has undertaken using the Website. The Muses Design shall have no liability to Client for any loss or corruption of any such data and Client hereby waives any right of action against The Muses Design from any such loss or corruption.
17. Electronic communications, transactions, and signatures
Client hereby consents to receive electronic communications from The Muses Design and 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. Client hereby agrees to the use of electronic signatures, contracts, order, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by The Muses Design or through the Website. 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
The Muses Design reserves to right to share any design work on digital channels including social media, website, etc. unless otherwise agreed upon in writing.
19. Miscellaneous
The terms in this Agreement and any policies posted on the Website or regarding the Website constitute the entire agreement and understanding between the Client and The Muses Design. Failure of The Muses Design to enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. If any provision or part of this Agreement is determined to be unlawful, void, or unenforceable, that provision shall be severed from this Agreement but shall not otherwise affect the validity or unenforceability of the remaining provisions herein. Nothing in this Agreement, the Privacy Policy or on the Website shall be construed to constitute the forming of a joint venture, partnership, employment or agency relationship between Client and The Muses Design.
20. Contact Information
For any questions or complaints regarding the Website, please contact The Muses Design at: hello@themusesdesign.com
