THIS TERMS OF USE AGREEMENT (the “Agreement”) constitutes a legally binding agreement by and between Daniel Heeley, an individual, and the client, whether personally or on behalf of an entity (“Client”), with regard to access and use of Designpro.agency's website: designpro.agency (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 Designpro.agency shall cease and be of no further force and effect between the parties, except that any obligation of Client to pay Designpro.agency for services rendered shall remain and continue to be an ongoing obligation owed by Client to Designpro.agency.

1. Intellectual Property Rights

Unless otherwise indicated, the Website is the property of Designpro.agency 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 Designpro.agency 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 “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 Designpro.agency's express prior written permission. Designpro.agency reserves all rights to the Website, Content, and Marks.

2. Ownership of Materials

Notwithstanding Designpro.agency’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 Designpro.agency to become the owner of a Project, in whole or in part, rather than Client, Designpro.agency irrevocably and perpetually assigns its entire interest in the Project to Client, without limitation. Client warrants that any and all materials provided to Designpro.agency 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. Designpro.agency 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 Designpro.agency and require a commercial license in order for the Client to legally reproduce, distribute, or publicly display the Project (“Third-Party Font(s)”), Designpro.agency will inform the 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 in order to legally reproduce, distribute, or publicly display the Project. 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 Designpro.agency 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

The 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 Designpro.agency on behalf of the Client. Further, Client agrees to refrain from the following; Make any unauthorised 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 unauthorised framing or linking of the Website; Trick, defraud or mislead Designpro.agency or other users; Interfere with, disrupt or create an undue burden on the Website or Designpro.agency’s networks or servers; Use the Website in an effort to compete with Designpro.agency; 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 Designpro.agency 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 Designpro.agency; Use the Website in a manner inconsistent with any applicable laws, statutes or regulations.

6. Client Feedback

‍The client acknowledges and agrees that any questions, comments, suggestions, or other feedback or submission (each a “Submission”) shall be the sole property of Designpro.agency and Designpro.agency is under no obligation to keep a Submission confidential or take steps necessary to ensure the confidentiality of a Submission. Designpro.agency shall be the sole and exclusive owner of all rights related to the Submission except to the extent that rights are granted to the 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. The client agrees that it has the right to articulate and put forth the Submission and the Client hereby waives all claims and recourse against Designpro.agency for its use of the Submission in accordance with the terms hereof and in its sole discretion hereafter.

7. Management and Oversite

Designpro.agency 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. Designpro.agency 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 Designpro.agency, without notice or liability to the Client. All decisions regarding the management of the Website shall be at the sole discretion of Designpro.agency and shall be designed to protect Designpro.agency rights and property.

8. Privacy Policy

By using the Website, the Client agrees to abide by the Privacy Policy and its terms, as set forth therein and incorporated herein. The Website is hosted in the United Kingdom. Accessing the Website from the US, Asia, or other regions may subject the Client to different laws governing personal data collection, use, or disclosure. The client's continued use of the Website implies explicit consent to the transfer and processing of data in the United Kingdom. Designpro.agency does not knowingly accept or solicit information from individuals under the age of 18. In compliance with the United Kingdom's regulations, if Designpro.agency becomes aware that an individual under the age of 13 has provided personally identifiable information without parental consent, Designpro.agency will promptly delete that information.

9. Returns and Refunds

Designpro.agency reserves the right to deny refunds based on its own self discretion and without notice or liability to the 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 Designpro.agency are ownership of the company and are prohibited from being used by the Client in any way. Designpro.agency reserves the right to take appropriate legal actions against the Client for breach of this paragraph.

10. Modification

Designpro.agency reserves the right to change, alter, modify, amend or remove anything or any content on the Website for any reason at its sole discretion. Designpro.agency reserves the right to modify or discontinue all or part of the Website without notice and without liability to the Client.

11. Connection Interruptions

Designpro.agency 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 Designpro.agency’s control. The client agrees that Designpro.agency shall not be liable to the Client for any loss, damage, or inconvenience caused by the 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 England without regard to conflict of law principles.

13. Litigation

Any legal action of whatever nature shall be brought in the courts of England, or in the Queen's Bench Division in the High Court in England. 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. The client agrees that its use of the Website and Services are at the Client’s sole risk. Designpro.agency 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. Designpro.agency 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 Designpro.agency assumes no liability for any errors, mistakes, or inaccuracies of content and materials, personal injury, or property damage, of any nature whatsoever, any unauthorised access to or use ofDesignpro.agency’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. Designpro.agency 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

Designpro.agency 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, lawyer’s 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, Designpro.agency 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: (1) use of the Website; (2) breach of these Terms of Use; (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, Designpro.agency reserves the right, at Client’s expense, to assume control and defense of any matter for which Client shall be required to indemnify Designpro.agency 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 Client has undertaken using the Website.Designpro.agency shall have no liability to Client for any loss or corruption of any such data and Client hereby waives any right of action against Designpro.agency from any such loss or corruption.

17. Electronic communications, transactions, and signatures

The client hereby consents to receive electronic communications from Designpro.agency 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 is 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 Designpro.agency 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

Designpro.agency reserves the right to share design work on digital channels including social media, websites, etc. unless otherwise agreed upon. The Client reserves the right to issue an NDA between themselves and Designpro.agency, which in turn would void the right of Designpro.agency to share or discuss the Client's work publicly.

19. Miscellaneous

These Terms of Use and any policies posted on the Website or regarding the Website constitute the entire agreement and understanding between the Client and Designpro.agency. Failure of Designpro.agency to enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. If any provision or part of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision shall be severed from these Terms of Use but shall not otherwise affect the validity or unenforceability of the remaining provisions herein. Nothing in these Terms of Use, 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 Designpro.agency.

20. Contact Information

For any questions or complaints regarding the Website, please contact Designpro.agency at me@designpro.agency