Last updated: 10/06/2023
THIS USER AGREEMENT (the “Agreement”) establishes a binding contract between MIGHTY ORBIT, LLC, a limited liability company registered under the laws of the state of FLORIDA, doing business as “WELLFUL DESIGN” (“WELLFUL”), and the client, either individually or representing an entity (“Client”). This Agreement governs the Client’s access to and use of the Wellful Design website located at https://wellful.design (the “Website”), as well as any other associated media formats, channels, mobile websites, or mobile applications linked or connected to it. If the Client does not accept and adhere to all the terms, conditions, and obligations set forth in this Agreement, they are expressly forbidden from using the Website and must cease its use immediately. In such an event, any existing relationship between the Client and Wellful Design will terminate. However, any outstanding financial obligations the Client owes to Wellful Design for services already provided will persist and remain due.
1. Intellectual Property Rights
The Website, unless explicitly stated otherwise, is the exclusive property of Wellful Design. This includes, but is not limited to, all source code, databases, software, website designs, audio, video, text, photographs, and graphics, irrespective of their format (collectively referred to as the “Content”). Additionally, the trademarks, service marks, and logos present on the Website (the “Marks”) are owned and overseen by Wellful Design. Both the Content and the Marks are safeguarded by copyright, trademark, and other pertinent intellectual property laws and regulations, both within the United States and in international jurisdictions and conventions. The Content and Marks are presented “As-Is” solely for informational and personal use. Unless explicitly permitted in this Agreement, no portion of the Website or its Content can be copied, reproduced, compiled, republished, uploaded, posted, showcased, encoded, translated, transmitted, distributed, sold, licensed, or in any way used for commercial objectives without the explicit written consent of Wellful Design. All rights related to the Website, Content, and Marks are reserved by Wellful Design.
2. Ownership of Materials
While Wellful Design retains ownership of any feedback or submissions as detailed in Paragraph 4 (“Client Feedback”), all design assets and original source files crafted specifically for the Client (“Design Works”) are the exclusive property of the Client. Consequently, the Client holds the sole copyright for all such Design Works. Should any legal circumstance arise that inadvertently transfers ownership of any Design Work, either in entirety or in part, to Wellful Design instead of the Client, Wellful Design unconditionally and perpetually transfers all rights and interests in that Design Work back to the Client. The Client assures that all materials supplied to Wellful Design, whether as references or to be integrated into a design, are their rightful property. These materials must not violate or infringe upon third-party rights, including but not limited to intellectual property rights and rights of publicity. Unless otherwise specified, particularly in section 18 of this document, Wellful Design retains the prerogative to showcase the Client’s design works on public platforms, including social media and the company website.
3. Third-Party Fonts
Should a Project utilize fonts that aren’t proprietary to Wellful Design and necessitate a commercial license for the Client to lawfully reproduce, distribute, or publicly showcase the Project (referred to as “Third-Party Font(s)”), Wellful Design will notify the Client in writing. This notification will detail the inclusion of one or more Third-Party Fonts in the Project and emphasize the Client’s need to acquire the appropriate licenses for these fonts from their respective rights holders. The notification will provide adequate details to guide the Client on the required licenses and the contacts for procurement. Once Wellful Design has duly informed the Client about the use of Third-Party Fonts as outlined, the onus is on the Client to manage any repercussions stemming from their failure to secure the necessary licenses for any Third-Party Fonts integrated into a Project.
4. User Representations
By accessing and using the Website, the Client affirms and guarantees the following:
- The Client possesses the legal authority and consents to adhere to these Terms of Use.
- The Client is of legal age in their place of residence and is not considered a minor.
- The Client will not engage with the Website through automated systems or non-human methods.
- The Client will refrain from using the Website for any illicit or unauthorized activities.
- The Client’s interactions with the Website will always be in compliance with all relevant laws and regulations.
5. Prohibited Activities
The Client is expected to use the Website solely for the purposes for which it is intended. Any commercial use of the Website unrelated to the services provided by Wellful Design on the Client’s behalf is strictly prohibited. Additionally, the Client commits to avoiding the following actions:
- Engaging in unauthorized activities on the Website.
- Extracting data or content with the intent of forming a database or directory.
- Tampering with, disabling, or disrupting the Website’s security features.
- Illegitimately framing or linking to the Website.
- Deceiving or misleading Wellful Design or its users.
- Overburdening or causing disruptions to the Website or the networks and servers associated with Wellful Design.
- Using the Website to compete against Wellful Design.
- Attempting to decipher, decompile, disassemble, or reverse engineer any software that is part of the Website.
- Evading any security or access restrictions implemented on the Website.
- Harassing, intimidating, or threatening any of Wellful Design’s staff, contractors, or agents.
- Removing copyright or other proprietary notices from the Content.
- Duplicating or modifying the Website’s software.
- Uploading or transmitting harmful materials, such as viruses or Trojan horses, or any content that could interfere with the Website’s functionality or the experience of its users.
- Transmitting materials that collect or transmit information, whether passively or actively.
- Defaming, degrading, or causing harm to Wellful Design.
- Engaging with the Website in ways that violate relevant laws, statutes, or regulations.
6. Client Feedback
The Client recognizes and consents that any feedback, inquiries, remarks, suggestions, or other submissions (collectively referred to as “Submissions”) become the exclusive property of Wellful Design upon submission. Wellful Design is not obligated to treat any Submission as confidential or to take measures to maintain its confidentiality. Except for rights explicitly granted to the Client in Paragraph 2 (“Ownership of Materials”), Wellful Design retains all rights pertaining to the Submissions. Wellful Design, at its sole discretion, can utilize, share, or disseminate any Submission for any legitimate purpose without seeking the Client’s permission, acknowledgment, or offering any compensation. The Client confirms their authority to make such Submissions and relinquishes any claims against Wellful Design for its use of the Submissions in line with this agreement and as Wellful Design sees fit in the future.
7. Management and Oversite
Wellful Design retains the authority to oversee the Website for any breaches of these Terms of Use. Should any violations be detected, Wellful Design has the right to pursue legal remedies in accordance with the Terms of Use or any relevant laws, statutes, or regulations. Additionally, Wellful Design may, at its sole discretion, limit or prohibit the Client’s access to the Website or suspend their usage rights. Such actions will be taken without prior notification to the Client and without any liability on Wellful Design’s part. All determinations related to the Website’s administration are made solely by Wellful Design, with the primary aim of safeguarding its interests and assets.
8. Privacy Policy
BBy accessing and using the Website, the Client consents to and agrees to adhere to the Privacy Policy, along with the specific terms detailed within it, which are hereby integrated into these Terms of Use. The Website’s servers are located in the United States of America. Accessing the Website from regions such as the EU, Asia, or other parts of the world might subject the user to legal standards different from those in the United States, especially concerning personal data collection, usage, and disclosure. The Client’s sustained engagement with the Website and the transfer of data to the United States signifies their explicit approval for data processing within the United States. Wellful Design does not intentionally collect or solicit data from individuals below the age of 18. In line with the U.S. Children’s Online Privacy Protection Act, if Wellful Design becomes aware that an individual under 13 has provided personal information without parental consent, the company commits to erasing that data as swiftly as feasible.
9. Returns and Refunds
Wellful Design holds the discretion to grant or deny refund requests without any obligation to notify the Client or bear any liability. Each refund request is evaluated individually. If the Client seeks a refund within the first month of service, any materials or designs created by Wellful Design remain the company’s exclusive property, and the Client is expressly forbidden from using them. In instances where a refund is approved, a 25% fee will be applied to the outstanding billable duration. Wellful Design retains the right to pursue legal remedies against the Client for any violations of this provision.
10. Modification
Wellful Design retains the authority to make adjustments, modifications, amendments, or deletions to any part or content of the Website as it sees fit, at its sole discretion. Additionally, Wellful Design may choose to modify, halt, or discontinue any portion of the Website without prior notification to the Client and without incurring any liability towards the Client.
11. Connection Interruptions
Wellful Design cannot guarantee uninterrupted access to the Website at all times. External factors, including but not limited to hardware and software issues, might lead to delays, disruptions, or errors that are beyond the control of Wellful Design. The Client acknowledges and agrees that any inability to access or use the Website due to such interruptions will not render Wellful Design liable for any resultant losses, damages, or inconveniences faced by the Client.
12. Governing Law
These Terms of Use shall be governed by and construed in accordance with the laws of the State of Florida without regard to conflict of law principals.
13. Litigation
Any legal action of whatever nature shall be brought in the state courts of Seminole County, Florida. 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 offered to users on an “as-is” and “as-available” basis. The Client acknowledges that their use of the Website and its Services is solely at their own risk. Wellful Design expressly disclaims all warranties, whether explicit or implied, related to the Website, including but not limited to implied warranties of merchantability, suitability for a specific purpose, and non-infringement. Wellful Design does not vouch for the accuracy, completeness, or reliability of the Website’s content or any content on linked websites. The company is not responsible for any inaccuracies, errors, or omissions in content and materials, any harm to persons or property, unauthorized access or use of Wellful Design’s secure servers, or any personal or financial information stored therein. Wellful Design is not liable for any disruptions in transmission to or from the site, or for any harmful elements like viruses or malware that might be transmitted via the Website by third parties. Furthermore, Wellful Design does not endorse, guarantee, or take responsibility for any products or services promoted or offered by third parties through the Website or any linked sites, or any site or mobile application featured in advertisements.
15. Limitations of Liability and Indemnification
Neither Wellful Design nor its directors, staff, associates, contractors, or agents will be held accountable to the Client or any third party for any direct, indirect, incidental, consequential, special, or punitive damages. This includes, but is not limited to, loss of profits, revenue, data, legal fees, court expenses, penalties, or any other losses resulting from the Client’s use of the Website. The Client commits to protect, indemnify, and hold Wellful Design, along with its subsidiaries, affiliates, officers, agents, partners, employees, and contractors, harmless against any loss, damage, liability, claim, or demand, including reasonable legal fees. Such situations may arise from: (1) the Client’s use of the Website; (2) any breach of these Terms of Use by the Client; (3) any misrepresentation made by the Client; (4) the Client’s infringement upon the rights of third parties, especially intellectual property rights. However, Wellful Design retains the right to take over the defense of any matter that requires the Client’s indemnification, at the Client’s cost. In such cases, the Client agrees to assist in defending against such claims.
16. User Data
The Client bears exclusive responsibility for all data they transmit or that pertains to any actions they’ve taken on the Website. Wellful Design is not liable for any loss or corruption of this data. The Client expressly relinquishes any claims against Wellful Design related to such data loss or corruption.
17. Electronic communications, transactions and signatures
The Client gives their consent to receive electronic communications from Wellful Design. The Client acknowledges that all contracts, notices, disclosures, and other correspondences sent by email or via the Website fulfill any legal mandate for such communications to be in written form. The Client also agrees to the utilization of electronic signatures, contracts, orders, and other documents, as well as the electronic delivery of notices, policies, and transaction records initiated or finalized by Wellful Design or through the Website. The Client relinquishes any rights or stipulations under any laws, regulations, or ordinances in any jurisdiction that necessitate an original signature, the delivery or preservation of non-digital records, or any non-electronic methods for payments or credit approvals.
18. Showcasing Design Work
Wellful Design retains the right to showcase design projects on digital platforms, including but not limited to social media and its website, unless a separate agreement specifies otherwise. The Client has the prerogative to establish a Non-Disclosure Agreement (NDA) with Wellful Design. If such an NDA is in place, it would prohibit Wellful Design from publicly displaying or discussing the Client’s projects.
19. Referrals
N/A
20. Miscellaneous
The entirety of the understanding and agreement between the Client and Wellful Design is encapsulated within these Terms of Use and any policies displayed on the Website pertaining to its use. Should Wellful Design not act upon or enforce any right or provision within these Terms of Use, it should not be perceived as a waiver of that right or provision. If any segment or provision of these Terms of Use is found to be invalid, illegal, or unenforceable, that specific segment or provision will be detached from the Terms of Use, without affecting the integrity or enforceability of the remaining provisions. Nothing within these Terms of Use, the Privacy Policy, or on the Website should be interpreted as establishing a joint venture, partnership, employment, or agency relationship between the Client and Wellful Design.
20. Contact Information
Should you have any inquiries or concerns related to the Website, kindly reach out to Wellful Design at: [email protected].