Terms of Use
Last updated: July 18, 2024
THIS TERMS OF USE AGREEMENT ("Agreement") constitutes a legally binding agreement by and between Humanely, operating under the laws of Ontario as a sole proprietorship ("Humanely"), and the client, whether acting in a personal capacity or on behalf of an entity ("Client"), regarding the use of and access to the Humanely website at https://humanely.design/ ("Website") and any associated media, channels, mobile site, or application linked or connected in any way. Should the Client not agree to or comply with the terms, conditions, and obligations herein, they are expressly prohibited from using the Website, and must cease its use immediately. Beyond this point, the contractual relationship between the Client and Humanely will be terminated, except for any remaining obligations of the Client to compensate Humanely for services already provided.
1. Intellectual Property Rights
The Website, including all its source code, databases, functionality, software, designs, audio, video, text, images, and graphics (collectively, the "Content"), along with all trademarks, service marks, and logos (the "Marks"), is the exclusive property of Humanely unless stated otherwise. These elements are protected under copyright and trademark laws, along with any relevant intellectual property regulations in Canada and by international standards. The Content and Marks are made available to you "As-Is" for personal use and informational purposes only. Unauthorized use of any part of the Website or its Content, including copying, reproduction, modification, distribution, or any form of commercial exploitation, is strictly prohibited without explicit written consent from Humanely. All rights not expressly granted here are reserved by Humanely.
2. Ownership of Materials
Despite Humanely's rights to Submissions as outlined in Section 6 ("Client Feedback"), the client holds ownership over all designs and source files created specifically for them by Humanely ("Projects"). This means the client retains all copyright interests in these Projects. Should any legal circumstances inadvertently attribute ownership of any Projects to Humanely, we will unconditionally and permanently transfer all rights back to the client. The client guarantees that all materials supplied to Humanely for use in any project are their property and do not violate any third-party rights, including intellectual property and privacy rights. Nonetheless, Humanely maintains the option to display any client's design work for promotional purposes on various platforms, such as social media and our website, unless otherwise restricted as per the agreements detailed in section 18 of this Agreement.
3. Use of Third-Party Fonts
Should Humanely utilize fonts not owned by it within any design project, which necessitate a commercial license for the Client's legal use in reproduction, distribution, or public showcasing of the project ("Third-Party Fonts"), Humanely commits to notifying the Client in writing. This notification will detail the inclusion of Third-Party Fonts and guide the Client on acquiring the necessary licenses from the rightful owners to use these fonts legally. The guidance provided will be detailed enough to enable the Client to identify and contact the licensors for the requisite permissions. Upon issuing this notice, it becomes the Client's responsibility to secure the licenses needed for these Third-Party Fonts. Failure to obtain these licenses, as advised, places all liability for unauthorized use on the Client, following Humanely's notification.
4. User Representations
Engaging with the Website, the Client affirms and guarantees that: they possess the legal authority to enter into this Agreement and will adhere to its stipulations; they have reached the age of majority within their place of residence; they will not navigate the Website using automated systems or any means other than human interaction; they will refrain from leveraging the Website for any purposes that are illegal or not explicitly authorized; and their activities on the Website will fully comply with all relevant laws and regulations.
5. Prohibited Activities
The Client is authorized to use the Website solely for its intended purposes. Commercial use not directly related to services provided by Humanely is prohibited. Additionally, the Client commits to abstaining from the following activities: Misusing the Website in any unauthorized manner; Extracting data or content to build or contribute to a database or directory without permission; Tampering with or undermining the Website's security features; Engaging in unauthorized framing or linking to the Website; Deceiving, defrauding, or misleading Humanely or its users; Overburdening, disrupting, or hindering the operation of the Website or Humanely's network infrastructure; Attempting to compete with Humanely using the Website's resources; Decoding, disassembling, or reverse engineering any software that is part of the Website; Circumventing measures implemented to limit access to the Website or any areas of it; Harassing, bothering, intimidating, or threatening any of Humanely's staff, contractors, or agents; Removing or altering copyright notices or other proprietary rights indicators from the Website's content; Copying or modifying the Website's software; Distributing viruses, Trojan horses, or any harmful code that could affect the Website's usability or any user's experience; Engaging in activities that facilitate unauthorized data collection or transmission; Acting in any way that damages Humanely's reputation; Utilizing the Website in any way that contravenes relevant laws, regulations, or statutes.
6. Client Feedback
The Client recognizes that any form of feedback, whether it be questions, comments, suggestions, or other forms of input (“Submission”), will become the exclusive property of Humanely upon submission. Humanely has no duty to treat any Submission as confidential or to protect its privacy. The rights to utilize, share, or act upon any Submission rest entirely with Humanely, without any obligation for acknowledgment, compensation, or consent from the Client, except as may be outlined in the section on “Ownership of Materials” (Section 2). By submitting any feedback, the Client confirms they hold the necessary rights to do so and relinquishes any potential claims against Humanely regarding the use of such Submissions.
7. Oversite and control
Humanely maintains the authority to oversee compliance with these Terms and to enact suitable legal responses to any infringements of these Terms or violation of relevant laws and regulations. Additionally, Humanely may at any time, according to its own judgment, limit or revoke the Client's access to the Website, or deactivate the Client’s usage capabilities, without prior notification or liability to the Client. The management and operational decisions regarding the Website fall exclusively under Humanely’s purview, aimed at safeguarding Humanely’s legal interests and assets.
8. Privacy Policy
By accessing and using the Website, the Client consents to comply with and be legally bound by our Privacy Policy, including all terms detailed within it, which are hereby integrated into this Agreement. The Website's servers are located in Canada, and accessing the Website from outside Canada—be it from the EU, Asia, or any other region—might subject the Client to different privacy laws than those in Canada, particularly concerning the collection, use, and disclosure of personal data. By continuing to use the Website and submitting data to it, the Client explicitly agrees to the transfer and processing of their data within Canada. Humanely is committed to protecting the privacy of young individuals and does not intentionally collect information from anyone under 18. Should Humanely discover that a child under 13 has provided personal data without parental consent, we will take steps to remove such information promptly and securely.
9. Returns and Refunds
Humanely, at its sole discretion, may refuse refund requests and is not obligated to provide notice or assume liability towards the Client for such decisions. Each request for a refund is evaluated individually. In instances where a refund is sought within the initial month of service, the Client is reminded that all deliverables created by Humanely during this time remain the property of Humanely and cannot be used by the Client. Should Humanely determine that a refund is justified, a processing fee amounting to 25% of the unused service period will be applied. Furthermore, Humanely retains the authority to pursue legal remedies in response to any violations of this section by the Client.
10. Changes and Amendments
Humanely holds the authority to adjust, modify, revise, eliminate, or otherwise change any aspect or content of the Website at any time according to its exclusive judgment. This includes the ability to partially or completely alter or cease the Website's operations without prior notification to the Client and without incurring any responsibility towards them.
11. Service Interruptions
Humanely cannot assure uninterrupted access to the Website at all times. Interruptions, delays, or errors due to hardware, software, or external factors may occur, which are beyond the control of Humanely. The Client acknowledges that Humanely will not be held responsible for any losses, damages, or inconveniences suffered by the Client due to such disruptions in service or access to the Website.
12. Jurisdiction and Applicable Law
The interpretation and enforcement of these Terms of Use will be governed by the laws of Ontario, Canada, excluding its conflict of law rules.
13. Dispute Resolution
Any legal action or proceeding arising under these Terms of Use shall be brought exclusively in the courts of Ontario, Canada, and the parties hereby irrevocably consent to the personal jurisdiction and venue therein. The parties agree to waive any objections to such jurisdiction and venue, including those based on the grounds of forum non conveniens. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to these Terms of Use.
14. Disclaimer
The Website is made available to the Client "as is" and on an "as available" basis. The Client acknowledges that their use of the Website and its services is solely at their own risk. Humanely explicitly disclaims all warranties, whether express or implied, related to the Website and its use. This includes but is not limited to, any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Humanely does not guarantee the completeness or accuracy of the Website's content or that of any linked sites. We are not liable for any errors or inaccuracies in content, any harm or damage to property that may occur from your use of the site, unauthorized access to our servers, loss or damage of data, interruptions in service, or the presence of harmful components transmitted through our Website by third parties. Additionally, Humanely does not endorse, verify, or assume responsibility for any products or services advertised or offered by third parties through the Website, any linked sites, or any advertisements featured.
15. Limitations of Liability and Indemnification
Humanely, including its leadership, staff, contractors, and representatives, will not be held responsible for any form of damages or losses, whether direct, indirect, incidental, punitive, or consequential, that may arise from the Client's engagement with the Website. This encompasses, but is not limited to, loss of profits, revenue, data, or any legal expenses incurred due to the use of the Website. The Client commits to defend, indemnify, and absolve Humanely, along with its related entities and all associated individuals, from any liabilities, losses, claims, or demands, including legal fees, that any third party may bring about as a result of the Client's actions on the Website, any violation of these Terms, any misrepresentation made by the Client, or the Client's infringement of another's rights. Should Humanely opt to take over the defense of a claim you are required to indemnify against, you must provide all necessary cooperation as requested by Humanely, and Humanely may do so at your cost.
16. User Data
The Client bears full responsibility for the management and integrity of any data they input or generate in the course of using the Website. Humanely is absolved of any liability for the loss, damage, or corruption of the Client's data. By accepting these terms, the Client relinquishes any claims against Humanely related to data loss or corruption encountered during the use of the Website.
17. Electronic communications, transactions and signatures
The Client consents to engage in electronic communication with Humanely. This agreement affirms that all forms of electronic messages, including emails and communications made via the Website, fulfill any legal obligations for written documentation. Furthermore, the Client accepts the validity of electronic signatures, digital contracts, and electronic records for orders and transactions processed by or with Humanely. This consent extends to the electronic delivery of notices, policies, and transaction records, effectively waiving any legal demand for paper-based documents, original signatures, or non-electronic methods of record-keeping and transaction processing as might be stipulated by laws across various jurisdictions.
18. Showcasing Design Work
Humanely retains the privilege to share designs created for the Client on digital platforms such as social media and its website, among others, except where specifically restricted. Clients have the option to request a Non-Disclosure Agreement (NDA) with Humanely. The execution of an NDA will restrict Humanely from publicly displaying or discussing any design work pertinent to that Client, ensuring the confidentiality of the Client's projects.
19. Referrals
The management of our referral program, including the tracking of referrals and the distribution of rewards, is conducted by our designated third-party partner, Rewardful.com.
20. Design Requests
After subscribing to Humanely, you'll gain access to your dedicated Trello design board. Here, you're able to place one active design request in your "Active request" column and as many requests as you’d like in your "Queue" column. Expect to receive your active design request within 2-3 business days, Monday through Friday. Upon receiving the design, you have the option to approve or request a revision. Note that a revision counts as a new request and will be delivered within the same 2-3 business day timeframe. For minor revisions, the turnaround may be quicker. Approval of a design request triggers the commencement of the next request in your queue. It's important to manage your queue actively; Humanely waits for your queue to be populated with new requests after completing your current request. For extensive requests, like a website encompassing several pages, each page, depending on the content required, is considered an individual request. Delivery follows the 2-3 business day rule per page. You will be provided a breakdown for larger scope requests over slack for clarity and planning.
21. Pause feature
Humanely recognizes that your design needs may fluctuate each month. To accommodate this variability, we offer a flexible option to pause your subscription. If you run out of design work for Humanely, pausing your subscription allows you to retain the remaining days in your billing cycle until you have more design work for us. For example, if you used Humanely for 10 days and decide to pause—we'll freeze your billing cycle and you'll retain the remaining 20 days when you're ready to resume. To pause your subscription, send a message to Humanely over Slack requesting to pause your subscription and your subscription will be paused as soon as possible.
It's important to note that the ability to resume your subscription extends up to 3 months following its pause. Failing to resume within this period will result in the forfeiture of any remaining days, and your subscription being cancelled. Reactivation after this period necessitates a new full subscription payment, initiating a new billing cycle without carrying over any previously unused days.
22. Reduced service availability periods
Humanely reserves the right to schedule periods of reduced service availability for maintenance, travel, professional development, or other operational needs. Clients will be notified at least one month in advance of any planned periods of reduced service availability. During these periods, response times and design turnarounds will be delayed. Humanely will make every effort to ensure that any active design requests submitted at least two days prior to a reduced service availability period are delivered to the client. Requests submitted any later may experience delayed delivery or be completed after the reduced service availability period. Clients are encouraged to plan their design requests and project timelines with these periods in mind to ensure seamless progress.
23. Miscellaneous
This document, along with any additional policies referenced by or available on the Website, encapsulates the full and complete agreement between the Client and Humanely. The inability of Humanely to exercise any right or enforce any clause within these Terms does not imply a waiver of such rights or clauses. Should any section or portion of these Terms be deemed invalid, illegal, or unenforceable, it will be excluded from the agreement without affecting the enforceability of the remaining sections. Furthermore, nothing contained within these Terms, the accompanying Privacy Policy, or any part of the Website is intended to create or imply any partnership, joint venture, employer-employee, or agency relationship between the Client and Humanely.
24. Contact Information
Should you have any inquiries or wish to express concerns about the Website, Humanely is available for communication via email at hello@humanely.design.