Terms of Use
Last updated: 6/10/2023
THIS TERMS OF USE AGREEMENT (the "Agreement") constitutes a legally binding agreement by and between Dervinci, LLC, a limited liability company organized under the laws of the state of Maryland ("Dervinci") and the client, whether personally or on behalf of an entity ("Client"), with regard to access and use of Dervinci's platform: https://www.dervinci.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 of the terms, conditions, and obligations contained herein results in the express prohibition of the Client's use of the Platform, and the Client is ordered to discontinue use immediately. Thereafter, the relationship between the Client and Dervinci shall cease and be of no further force and effect between the parties, except that any obligation of the Client to pay Dervinci for services rendered shall remain and continue to be an ongoing obligation owed by the Client to Dervinci.
1. Intellectual Property Rights
Unless otherwise indicated, the Platform is the property of Dervinci 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 therein (the "Marks") are owned and controlled by Dervinci 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 Platform 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 Dervinci's express prior written permission. Dervinci reserves all rights in the Platform, Content, and Marks.
2. Ownership of Materials
Notwithstanding Dervinci's ownership of Submissions, as described in Paragraph 4 ("Client Feedback"), all design and original source files created on the Client's behalf ("Projects") belong to the Client, and the Client shall be the sole owner of the copyright for all Projects. In the event that any operation of law would cause Dervinci to become the owner of a Project, in whole or in part, rather than the Client, Dervinci irrevocably and perpetually assigns its entire interest in the Project to the Client, without limitation. The Client warrants that any and all materials provided to Dervinci as examples or as material to be incorporated into a project during the design process are owned by the 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. Dervinci 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.
6. Client Feedback
The Client acknowledges and agrees that any questions, comments, suggestions, or other feedback or submission (referred to as "Submission") shall be the sole property of Dervinci, and Dervinci is not obligated to keep a Submission confidential or take steps to ensure its confidentiality. Dervinci shall have sole and exclusive ownership of all rights related to the Submission, except to the extent that rights are granted to the Client under Paragraph 2 ("Ownership of Materials"). Dervinci may, at its sole and unrestricted discretion, use and disseminate a Submission for any lawful purpose without permission, acknowledgment, or compensation to the Client. The Client affirms their right to express and present the Submission, and hereby waives all claims and recourse against Dervinci for its use of the Submission in accordance with the terms stated herein and at its sole discretion thereafter.
7. Management and Oversight
Dervinci reserves the right to monitor the Platform for violations of these Terms of Use and to take appropriate legal action in response to any violation or breach. Furthermore, Dervinci reserves the right to restrict or deny access to the Platform or disable the Client's use of the Platform. Such decisions shall be made at the sole discretion of Dervinci, without notice or liability to the Client. All decisions regarding the management of the Platform shall aim to protect Dervinci's rights and property and shall be determined solely by Dervinci.
8. Privacy Policy
By using the Platform, the Client agrees to be bound by and abide by the Privacy Policy and the specific terms outlined therein, which are adopted and incorporated into these Terms of Use. The Platform is hosted in the United States of America. Accessing the Platform from the EU, Asia, or any other region may subject the collection, use, or disclosure of personal data to laws, statutes, or regulations that differ from those of the United States. The Client's continued use of the Platform and transfer of data to the United States constitutes express consent to the transfer and processing of data in the United States. Dervinci does not knowingly accept or solicit information from individuals under the age of 18. In compliance with the United States' Children's Online Privacy Protection Act, upon becoming aware that an individual under the age of 13 has provided personally identifiable information to Dervinci without parental consent, Dervinci shall promptly delete that information.
9. Returns and Refunds
Dervinci reserves the right to deny refunds at its own discretion and without notice or liability to the Client. Requests for refunds are evaluated on a case-by-case basis. If a refund is requested during the first month of use, all materials produced by Dervinci remain the ownership of the company and are strictly prohibited from being used by the Client in any manner. If a refund is deemed appropriate, a 25% fee will be applied to the remaining billable period. Dervinci also reserves the right to take appropriate legal action against the Client for breach of this paragraph.
10. Modification
Dervinci reserves the right to change, alter, modify, amend, or remove any aspect or content on the Platform at its sole discretion. Dervinci may also modify or discontinue the Platform, or any part thereof, without notice or liability to the Client.
11. Connection Interruptions
Dervinci does not guarantee or warrant that the Platform will be available and accessible at all times. Issues with hardware, software, or other factors beyond Dervinci's control may result in interruptions, delays, or errors. The Client agrees that Dervinci shall not be liable for any loss, damage, or inconvenience caused by the Client's inability to access or use the Platform during any connection interruption or service disruption.
12. Governing Law
These Terms of Use shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to conflict of law principles.
13. Litigation
Any legal action of any nature shall be brought in the state courts of Washington County, Maryland, or in the United States District Court for the District of Maryland. The parties hereby 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. The application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act is excluded from these Terms of Use.
14. Disclaimer
The Platform is provided on an as-is, as-available basis. Client agrees that their use of the Platform and Services is at their sole risk. Dervinci disclaims all warranties, express or implied, in connection with the Platform and the Client's use thereof, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Dervinci makes no warranties or representations about the accuracy or completeness of the Platform or any content therein, or the content of any websites linked to the Platform, and Dervinci assumes no liability for any errors, mistakes, or inaccuracies of content and materials, personal injury, or property damage of any nature whatsoever. Dervinci also assumes no liability for any unauthorized access to or use of its secure servers and/or any personal or financial information stored therein, any interruption or cessation of transmission to or from the Platform, any bugs, viruses, Trojan horses, or similar harmful components transmitted through the Platform by any third party, or any errors or omissions in content and materials. Furthermore, Dervinci does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Platform, a hyperlinked website, or any website or mobile application featured in any advertising.
15. Limitations of Liability and Indemnification
Dervinci, 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 Platform. The Client agrees to defend, indemnify, and hold harmless Dervinci and its subsidiaries, affiliates, and all respective officers, members, agents, partners, employees, and independent contractors from any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) use of the Platform; (2) breach of these Terms of Use; (3) any breach of the 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, Dervinci 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 Dervinci. 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 relating to any activity they undertake using the Platform. Dervinci shall have no liability to the Client for any loss or corruption of such data, and the Client hereby waives any right of action against Dervinci arising from any such loss or corruption.
17. Electronic Communications, Transactions, and Signatures
By using the Dervinci Platform, the Client consents to receive electronic communications from Dervinci. The Client acknowledges that all agreements, notices, disclosures, and other communications sent via email or through the Platform satisfy any legal requirement that such communication be in writing. Furthermore, the Client agrees to the use of electronic signatures, contracts, orders, and other records, as well as the electronic delivery of notices, policies, and records of transactions initiated or completed by Dervinci or through the Platform. The Client hereby waives any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction that necessitate an original signature, delivery, or retention of non-electronic records, or the use of non-electronic means for payments or the granting of credits.
18. Showcasing Design Work
Dervinci reserves the right to showcase design work on various digital channels, including social media and the Dervinci website, unless otherwise agreed upon. However, the Client retains the right to issue a non-disclosure agreement (NDA) with Dervinci, which would prohibit Dervinci from sharing or discussing the Client's work publicly.
19. Referrals
Referral tracking and payouts are managed through our third-party partner, Rewardful.com.
20. Miscellaneous
These Terms of Use, together with any policies posted on the Platform or regarding the Platform, constitute the entire agreement and understanding between the Client and Dervinci. The failure of Dervinci to enforce any right or provision of these Terms of Use shall not be deemed as a waiver of such right or provision. If any provision or part of these Terms of Use is found to be unlawful, void, or unenforceable, that provision shall be severed from these Terms of Use without affecting the validity or enforceability of the remaining provisions. Nothing in these Terms of Use, the Privacy Policy, or on the Platform shall be construed to create a joint venture, partnership, employment, or agency relationship between the Client and Dervinci.
20. Contact Information
For any questions or complaints regarding the Platform, please contact dervinci_studio on Instagram.
