SERVICE AGREEMENT
This Service Agreement (the “Agreement”) is a legally binding contract between AL-LAMI VENTURES s.r.o., hereinafter referred to as "Revolution Design," a limited liability company organized under the laws of Slovakia, and the client, whether an individual or an entity, hereinafter referred to as the "Client," in connection with the 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 to the Website. Failure to accept and adhere to the terms, conditions, and obligations stated in this Agreement will result in the Client's immediate prohibition from using the Website. The relationship between the Client and Revolution Design will cease, except for any outstanding payment obligations owed by the Client to Revolution Design for services rendered.
1. Intellectual Property Rights
The Website and all of its contents, including but not limited to source code, databases, functionality, software, website designs, audio, video, text, photographs, graphics, trademarks, service marks, and logos, collectively referred to as the “Content” and the "Marks," are the exclusive property of Revolution Design. This Content and Marks are protected by copyright, trademark laws, and other applicable intellectual property laws of Slovakia, foreign jurisdictions, and international conventions. The Client may use the Content and Marks solely for personal and informational purposes. Without Revolution Design's express written permission, no part of the Website or its Content may be copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose.
2. Ownership of Materials
All design and original source files created on the Client's behalf (“Projects”) are the sole property of the Client, and the Client shall own the copyright for all Projects. In any situation where the law might suggest otherwise, Revolution Design hereby assigns its full interest in the Project to the Client without limitations. The Client guarantees that any materials provided to Revolution Design during the design process are owned by the Client and do not infringe on or misappropriate any third party’s rights, including intellectual property rights and right of publicity. Revolution Design reserves the right to share the Client's design work publicly, unless otherwise agreed upon as stated in section 18 of this document.
3. Third-Party Fonts
If a Project includes fonts that are not owned by Revolution Design and require a commercial license for reproduction, distribution, or public display (“Third-Party Font(s)”), Revolution Design will notify the Client in writing of the incorporation of Third-Party Fonts and the Client's responsibility to purchase the necessary licenses. The Client assumes full responsibility for any consequences arising from a failure to obtain licenses for Third-Party Fonts used in a Project.
4. User Representations
By using the Website, the Client represents and warrants that they have the legal capacity and agree to comply with these Terms of Use, are not a minor in their jurisdiction of domicile, will not access the Website through automated or non-human means, will not use the Website for any illegal or unauthorized purpose, and that their use of the Website will not violate any applicable law or regulation.
5. Prohibited Activities
The Client shall use the Website only for the purposes for which it is made available and not for any commercial endeavors unrelated to Revolution Design's services. The Client agrees not to:
6. Client Feedback
Any questions, comments, suggestions, or other feedback (each a “Submission”) provided by the Client to Revolution Design shall be the exclusive property of Revolution Design. Revolution Design is not obligated to keep Submissions confidential and may use them at its sole discretion for any lawful purpose without compensation or acknowledgment to the Client. The Client waives all claims against Revolution Design related to the use of Submissions in accordance with this Agreement.
7. Management and Oversight
Revolution Design reserves the right to monitor the Website for violations of these Terms of Use and may take legal action in response to violations of the Terms of Use or any applicable law, statute, or regulation. Revolution Design may also restrict or deny the Client's access to the Website.
8. Work and Payment
8.1 Schedule. Revolution Design will commence work upon activation of the subscription and continue until the subscription is terminated or paused. Either party may terminate this Contract at any time, subject to the provisions of Section 6, Term and Termination.
8.2 Expenses. The Client is responsible for reimbursing Revolution Design's expenses only if agreed upon otherwise.
8.3 Invoices & Payment. Invoices and payments will be processed through a third-party payment processor called Stripe. The Client will be automatically charged a monthly flat fee of $4,990.00 (USD) starting from the subscription's activation date. The Client may pause or cancel the subscription at any time through a user-friendly dashboard. Cancellation does not entitle the Client to refunds due to the ongoing nature of services.
9. OWNERSHIP AND LICENSES
9.1 Client Owns All Work Product. Work product created by Revolution Design for the Client is the Client's exclusive property. The Client receives all rights, titles, and interests in and to the work product, including intellectual property rights, upon full payment. The Client may use the work product as desired, modify it, sell it, or retain it.
9.2 Contractor’s Use Of Work Product. After delivery, Revolution Design has no ownership rights in the work product except for the rights explicitly granted by the Client in this Agreement. The Client allows Revolution Design to use the work product in their portfolio, website, galleries, and other media for promotional purposes, with no time limit. The Client's permission is perpetual and non-revocable.
9.3 Contractor’s Help Securing Ownership. If necessary, the Client may request the Contractor's assistance in establishing ownership rights to the work product. The Contractor agrees to provide such assistance and incur any related expenses.
9.4 Contractor’s IP That Is Not Work Product. The Contractor may use intellectual property that it owns or has licensed from third parties during the project, which is not considered work product ("background IP"). The Client is granted a right to use and license the background IP for the development, marketing, and support of the Client’s products and services worldwide, free of charge. However, the Client cannot sell or license the background IP separately from its products or services.
9.5 Contractor’s Right To Use Client IP. The Contractor may use the Client’s intellectual property as necessary to perform the job. Beyond that, the Contractor is not granted any intellectual property rights unless explicitly stated otherwise in this Contract.
10. COMPETITIVE ENGAGEMENTS. The Contractor may work with other clients and companies during the term of this Contract, provided it does not interfere with the Contractor's obligations to the Client. The Contractor agrees to prevent conflicts of interest and ensure these engagements do not detract from fulfilling their obligations under this Contract.
11. NON-SOLICITATION. For the term of this Contract and twelve (12) months thereafter, the Client agrees not to solicit for employment or hire any employees or contractors of Revolution Design who have worked on the Client's project without the prior written consent of Revolution Design. Any decision to hire such individuals must be approved by all stakeholders of Revolution Design. These restrictions are reasonable and necessary to protect Revolution Design's legitimate business interests.
12. REPRESENTATIONS
12.1 Overview. This section contains important promises between the parties.
12.2 Authority To Sign. Each party promises that it has the authority to enter into this Contract and perform all obligations under it.
12.3 Contractor Has Right To Give Client Work Product. The Contractor assures that it owns the work product, can provide it to the Client, and that no other party will claim ownership of the work product. If employees or subcontractors are involved, the Contractor guarantees that they have signed contracts ceding their rights to the work product to the Contractor.
12.4 Contractor Will Comply With Laws. The Contractor promises that its work, work product, and the background IP used comply with applicable U.S. and foreign laws and regulations.
12.5 Work Product Does Not Infringe. The Contractor guarantees that its work product does not infringe on anyone's intellectual property rights. The Client promises that materials provided to the Contractor do not infringe on any third party's intellectual property rights.
12.6 Client Will Review Work. The Client agrees to review the work product, provide timely feedback, and make decisions as necessary during the project.
12.7 Client-Supplied Material Does Not Infringe. If the Client provides materials to incorporate into the work product, the Client guarantees that these materials do not infringe on anyone else's intellectual property rights.
13. TERM AND TERMINATION
This Contract remains in effect until the subscription is active. The Client may terminate it at any time without notice but will not be entitled to a refund due to the ongoing nature of services. The Client is responsible for the prorated subscription fees up to the termination date. Either party may terminate this Contract for any reason by providing written notice to the other party, with the effective termination date being seven (7) days from the date of notice receipt. Upon termination, the Contractor shall cease all work unless otherwise directed by the Client in writing. The Client shall pay for work completed until the termination date and reimburse any pre-agreed non-cancellable expenses. 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) survive termination or expiration of this Contract.
14. INDEPENDENT CONTRACTOR
The Contractor is an independent contractor. The Contractor will use its equipment, determine work methods, and provide its own tools. The Client will not control daily work performance. The Client will not provide training, and there is no partnership or employer-employee relationship. The Contractor cannot enter contracts, make promises, or act on behalf of the Client. The Contractor is not entitled to the Client’s benefits, and the Contractor is responsible for its taxes.
15. CONFIDENTIAL INFORMATION
15.1 Overview. This section establishes how confidential information should be handled by both parties.
15.2 The Client’s Confidential Information. While working for the Client, the Contractor may access or receive confidential information. The Contractor will treat this information as confidential, use it solely for the project, and not disclose it to third parties unless authorized by the Client. Upon termination of this Contract, the Contractor will return or destroy all confidential information and confirm this in writing. Exceptions include information that becomes public after the Contractor’s receipt, information known to the Contractor before access, or information the Contractor creates independently.
15.3 Third-Party Confidential Information. Both parties may possess confidential information belonging to third parties. Each party promises not to share such third-party confidential information unless permitted. Any sharing will be accompanied by written notification of any specific restrictions.
16. LIMITATION OF LIABILITY
Neither party is liable for breach-of-contract damages that the breaching party could not reasonably have foreseen when entering this Contract.
17. INDEMNITY
17.1 Client Indemnity. The Contractor agrees to indemnify the Client, its affiliates, and their representatives from liabilities, losses, damages, and expenses related to third-party claims arising from the work the Contractor has done, breaches of its obligations under this Contract, or breaches of the representations in Section 5.
17.2 Contractor Indemnity. The Client agrees to indemnify the Contractor, its affiliates, and their representatives from liabilities, losses, damages, and expenses related to third-party claims arising from the Client's breaches of its obligations under this Contract.
18. GENERAL
18.1 Assignment. This Contract is between the Client and the Contractor. The Contractor cannot assign rights or delegate obligations without the Client's written consent, except by will or intestate. The Client may assign rights and delegate obligations without the Contractor’s consent.
18.2 Arbitration. Any dispute arising under this Contract may be resolved through arbitration administered by the American Arbitration Association according to its commercial arbitration rules.
18.3 Modification; Waiver. Any changes to this Contract must be agreed upon in writing and signed by both parties. Waivers or releases of any rights or obligations require written acknowledgment and signature.
18.4 Notices. All notices and communications under this Contract must be in writing and delivered via email to the provided email addresses. Email notices become effective upon sender's receipt confirmation, and alternative delivery methods are required if an error message indicates non-delivery.
18.5 Severability. If any part of this Contract is found to be unenforceable, it will be modified to the minimum extent needed for enforceability or disregarded, if not legally allowed. The remaining provisions will remain enforceable.
18.6 Signatures. The Client and the Contractor must sign this Contract using the e-signing system. Electronic signatures are considered originals for all purposes.
18.7 Governing Law. The rights and obligations under this Contract are governed by the laws of Czechia, without regard to conflict of law principles.