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This Terms of Use Agreement (the "Agreement") constitutes a legally binding agreement by and between Al-Lami Ventures s.r.o., doing business as Revolution Design, a limited liability company organized under the laws of Slovakia ("Revolution Design"), and the client, whether personally or on behalf of an entity ("Client"), with regard to access and use of Revolution Design's website: https://www.revolution.design/ (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 Revolution Design shall cease and be of no further force and effect between the parties, except that any obligation of Client to pay Revolution Design for services rendered shall remain and continue to be an ongoing obligation owed by Client to Revolution Design.
The Client is hiring Revolution Design to provide design services agreed upon, not limited to Web Design, Branding, and Product Design. Revolution Design will work on the entire process of defining requirements, visualizing, and creating designs for the Client.
Revolution Design will begin work when the subscription becomes active and will continue until the subscription is terminated or paused. This Agreement may be terminated by either the Client or Revolution Design at any time, subject to the provisions of Section 6, Term and Termination.
The Client is not responsible for reimbursing Revolution Design's expenses unless otherwise agreed upon.
Invoices & Payments will be handled by a third-party payment processor called Stripe. The Client will be automatically charged a flat fee of $4,990.00 (USD) or $7,990.00 (USD) depending on the chosen plan, per month, starting on the date of the subscription. Payment will be processed automatically through Stripe. The Client may pause or cancel the subscription at any time through a simple dashboard. In the event that the Client cancels the subscription, the Client will not be entitled to any refunds due to the ongoing nature of the services provided.
As part of this job, Revolution Design is creating "work product" for the Client. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything else that Revolution Design works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of this Agreement or after. Revolution Design hereby gives the Client this work product once the Client pays for it in full. This means the Client is giving the Client all of its rights, titles, and interests in and to the work product (including intellectual property rights), and the Client will be the sole owner of it. The Client can use the work product however it wants or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit.
Upon delivery of the work product to the Client, Revolution Design retains no ownership rights in the work product, except as explicitly granted by the Client in this Agreement. The Client grants Revolution Design permission to use the work product in their professional portfolio, on their website, in galleries, and in other media for the purpose of showcasing their work. Revolution Design agrees not to use the work product for any purpose other than promoting their own design services or business. The Client's permission to Revolution Design to use the work product for promotional purposes is perpetual and non-revocable, even after the termination of this Agreement.
In the future, the Client may need Revolution Design’s help to show that the Client owns the work product or to complete the transfer. Revolution Design agrees to help with that. For example, Revolution Design may have to sign a patent application. The Client will pay any required expenses for this. If the Client can’t find Revolution Design, Revolution Design agrees that the Client can act on Revolution Design’s behalf to accomplish the same thing. The following language gives the Client that right: if the Client can’t find Revolution Design after spending reasonable effort trying to do so, Revolution Design hereby irrevocably designates and appoints the Client as Revolution Design’s agent and attorney-in-fact, which appointment is coupled with an interest, to act for Revolution Design and on Revolution Design’s behalf to execute, verify, and file the required documents and to take any other legal action to accomplish the purposes of paragraph 2.1 (Client Owns All Work Product).
During the course of this project, Revolution Design might use intellectual property that Revolution Design owns or has licensed from a third party, but that does not qualify as “work product.” This is called “background IP.” Possible examples of background IP are pre-existing code, type fonts, properly-licensed stock photos, and web application tools. Revolution Design is not giving the Client this background IP. But, as part of the Agreement, Revolution Design is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client’s products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 11.1 (Assignment). The Client cannot sell or license the background IP separately from its products or services. Revolution Design cannot take back this grant, and this grant does not end when the Agreement is over.
Revolution Design may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring Revolution Design to build a website, Revolution Design may have to use the Client’s logo. The Client agrees to let Revolution Design use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do Revolution Design’s job. Beyond that, the Client is not giving Revolution Design any intellectual property rights, unless specifically stated otherwise in this Agreement.
During the term of this Agreement, Revolution Design may work with other clients and companies, provided that such engagements do not interfere with the work that Revolution Design is doing for the Client. Revolution Design agrees to use their best efforts to ensure that any such engagements do not create a conflict of interest or otherwise detract from Revolution Design's ability to fulfill their obligations under this Agreement.
During the term of this Agreement and for a period of twelve (12) months thereafter, the Client agrees not to directly or indirectly solicit for employment or hire any employees or contractors of Contractor who have worked on the project for the Client, without the prior written consent of Contractor. Any decision to hire a member of Contractor's team must be approved by all stakeholders of Contractor. The Client agrees not to take any action in violation of this paragraph on behalf of itself or a third party. The parties acknowledge that the restrictions set forth in this paragraph are necessary to protect Contractor's legitimate business interests and are reasonable in scope and duration.
This section contains important promises between the parties.
Each party promises to the other party that it has the authority to enter into this Agreement and to perform all of its obligations under this Agreement.
Revolution Design promises that it owns the work product, that Revolution Design is able to give the work product to the Client, and that no other party will claim that it owns the work product. If Revolution Design uses employees or subcontractors, Revolution Design also promises that these employees and subcontractors have signed agreements with Revolution Design giving Revolution Design any rights that the employees or subcontractors have related to Revolution Design’s background IP and work product.
Revolution Design promises that the manner it does this job, its work product, and any background IP it uses comply with applicable U.S. and foreign laws and regulations.
Revolution Design promises that its work product does not and will not infringe on someone else’s intellectual property rights, that Revolution Design has the right to let the Client use the background IP, and that this Agreement does not and will not violate any agreement that Revolution Design has entered into or will enter into with someone else.
The Client promises to review the work product, to be reasonably available to Revolution Design if Revolution Design has questions regarding this project, and to provide timely feedback and decisions.
If the Client provides Revolution Design with material to incorporate into the work product, the Client promises that this material does not infringe on someone else’s intellectual property rights.
This Agreement shall remain in effect until such time as the subscription is active. The Client may terminate this Agreement at any time, without notice, but shall not be entitled to a refund for any fees paid due to the ongoing nature of the services provided. The Client shall be responsible for paying the prorated rate for the subscription period up until the date of termination. Either party may terminate this Agreement for any reason by providing written notice to the other party. The effective date of termination shall be seven (7) days from the date of receipt of the notice. In the event of termination, Revolution Design shall immediately cease all work under this Agreement unless otherwise directed in writing by the Client. The Client shall pay Revolution Design for any work completed up until the effective date of termination and shall reimburse Revolution Design for any non-cancellable expenses that have been previously agreed upon. The provisions set forth in Sections 2 (Ownership and Licenses), 3 (Competitive Engagements), 4 (Non-Solicitation), 5 (Representations), 8 (Confidential Information), 9 (Limitation of Liability), 10 (Indemnity), and 11 (General) shall survive termination or expiration of this Agreement.
The Client is hiring Revolution Design as an independent contractor. The following statements accurately reflect their relationship:
This Agreement imposes special restrictions on how the Client and Revolution Design must handle confidential information. These obligations are explained in this section.
While working for the Client, Revolution Design may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. Revolution Design promises to treat this information as if it is Revolution Design’s own confidential information. Revolution Design may use this information to do its job under this Agreement but not for anything else. For example, if the Client lets Revolution Design use a customer list to send out a newsletter, Revolution Design cannot use those email addresses for any other purpose. The one exception to this is if the Client gives Revolution Design written permission to use the information for another purpose, Revolution Design may use the information for that purpose, as well. When this Agreement ends, Revolution Design must give back or destroy all confidential information and confirm that it has done so. Revolution Design promises that it will not share confidential information with a third party unless the Client gives Revolution Design written permission first. Revolution Design must continue to follow these obligations, even after the Agreement ends. Revolution Design’s responsibilities only stop if Revolution Design can show any of the following: (i) that the information was already public when Revolution Design came across it; (ii) the information became public after Revolution Design came across it, but not because of anything Revolution Design did or didn’t do; (iii) Revolution Design already knew the information when Revolution Design came across it, and Revolution Design didn’t have any obligation to keep it secret; (iv) a third party provided Revolution Design with the information without requiring that Revolution Design keep it a secret; or (v) Revolution Design created the information on its own, without using anything belonging to the Client.
It’s possible the Client and Revolution Design each have access to confidential information that belongs to third parties. The Client and Revolution Design each promise that they will not share with the other party confidential information that belongs to third parties unless it is allowed to do so. If the Client or Revolution Design is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.
Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when it entered this Agreement.
This section allocates risks between the parties in case a third party sues either or both parties. If the Client is sued for something related to Revolution Design's work, Revolution Design may agree to defend the Client or pay for any losses.
In this Agreement, the Contractor agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work the Contractor has done under this Agreement; (ii) a breach by the Contractor of its obligations under this Agreement; or (iii) a breach by the Contractor of the promises it is making in Section 5 (Representations).
In this Agreement, the Client agrees to indemnify Revolution Design (and its affiliates and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Agreement.
This Agreement applies only to the Client and Revolution Design. Revolution Design cannot assign its rights or delegate its obligations under this Agreement to a third party (other than by will or intestate), without first receiving the Client’s written permission. In contrast, the Client may assign its rights and delegate its obligations under this Agreement without Revolution Design’s permission. This is necessary in case, for example, another client buys out the Client or if the Client decides to sell the work product that results from this Agreement.
As the exclusive means of initiating adversarial proceedings to resolve any dispute arising under this Agreement, a party may demand that the dispute be resolved by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules.
To change anything in this Agreement, the Client and Revolution Design must agree to that change in writing and sign a document showing their Agreement. Neither party can waive its rights under this Agreement or release the other party from its obligations under this Agreement, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.
(a) Over the course of this Agreement, one party may need to send a notice to the other party. Any notice or communication required or permitted to be given under this Agreement must be in writing and delivered by email to the email addresses provided by the parties. The email notice will be effective upon the sender receiving confirmation of delivery. If the sender receives an error message indicating that the email was not delivered, then the sender must use other means to deliver the notice or communication.
This section deals with what happens if a portion of the Agreement is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Agreement is changed or disregarded because it is unenforceable, the rest of the Agreement is still enforceable.
The client agrees to comply with all of the clauses written in this contract and they have expressed their approval by checking the "I accept the terms and conditions" when signing up to the contract as displayed in the backend of our portal.
The laws of Slovak Republic govern the rights and obligations of the Client and Revolution Design under this Agreement, without regard to conflict of law principles of that country.
This Agreement represents the parties’ final and complete understanding of this job and the subject matter discussed in this Agreement. This Agreement supersedes all other agreements (both written and oral) between the parties.