LAST UPDATED: January 7th, 2018

This Agreement governs your purchase and use, in any manner, of all design services, ordered by you and accepted by Subscription Designs and describes the terms and conditions that apply to such purchase and use of the Services. You AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN. Subscription Designs reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time and from time to time in its sole discretion, and to determine whether and when any such changes apply to both existing or future customers. Subscription Designs may make changes or modifications to referenced policies and guidelines without notice to you. Your continued use of the Services following Subscription Designs’ posting of any changes or modifications will constitute your acceptance of such changes or modifications.

1. Payment. As consideration for Subscription Designs providing the Subscription Graphic Design Services hereunder, Customer agrees to pay Subscription Designs the aggregate monthly fee based on the monthly Subscription Graphic Design Services and the terms selected.

2. Promotions/Gifts. Subscription Designs may offer “free” or discounted services or credits in connection with a promotional offer. Such promotional offers are honored only in connection with the specific promotional package to which they apply. The free gift is not guaranteed or endorsed by Subscription Designs and is supplied purely as a gift. In the event a Customer downgrades or otherwise changes his/her/its subscription to a subscription to which a promotional offer does not apply, Customer will forfeit any gifts offered under the promotional package. The free gift is not eligible for exchange or refund under any circumstances. If Customer fails to pay the agreed fee that qualifies Customer for said gift Customer forfeits said gift or must otherwise agree to purchase it at the full retail price.

3. Provision of Services. Subscription Designs will provide Customer with the Services ordered that are described in the Subscription Graphic Design Service features elsewhere in this document. Customer understands and agrees that Subscription Designs will perform graphic design services solely in accordance with the information provided by Customer.

4. Rights to the Web Site and Content. With the exception of any Third-Party Materials and Background Technology as set forth in Section 4, Customer owns the Customer Content. “Customer Content” means all content or information (including, without limitation, any text, music, sound, photographs, video, graphics, data, or software), in any medium, provided by Customer to Subscription Designs. “Third-Party Materials” means any content, software, or other computer programming material that is owned by an entity other than Subscription Designs, and licensed by Subscription Designs or generally available to the public, including Customer, under published licensing terms, and that Subscription Designs will use in the context of any provided Subscription Graphic Design Service.

5. Refunds. Customer may request a refund within the first 3 days of a purchase only if they have not initiated contact with a designer via the client portal. Under no circumstances will a refund be provided after contact with a designer has been made via the client portal.

6. Support. Subscription Designs agrees to provide reasonable technical support via the provided Customer Dashboard to Customer during Subscription Designs’s normal technical support hours in accordance to the expected project & project communication schedules. Subscription Designs will provide customer support by telephone if the customer purchased telephonic support time.

7. Term and Termination. (a) This Agreement is effective as of the Effective Date and shall continue unless terminated; (b) Subscription Designs may terminate this Agreement after five (5) days’ written notice to Customer if Customer materially breaches this Agreement, including, without limitation, failure to pay, and fails to cure such breach during such five (5) day period; and (c) upon the termination of this Agreement, Customer will pay Subscription Designs for all Services provided to Customer by Subscription Designs prior to termination. Sections 2, 3, 4, 5, 9, 11, and 12 will survive termination of this Agreement.

8. Warranty Disclaimer. Except as expressly provided in this Agreement, the Services are provided “as is,” and Subscription Designs expressly disclaims all warranties and conditions of any kind, express, implied, or statutory, including, without limitation, the implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose.

9. Indemnity. (a) Customer Indemnity. Customer will defend Subscription Designs against any third-party claim, action, suit, or proceeding alleging any breach of the covenants contained in Section . Subject to Section 11, Customer shall indemnify Subscription Designs for all losses, damages, liabilities, and all reasonable expenses and costs incurred by Subscription Designs as a result of any such third-party claim, action, suit, or proceeding. (b) Subscription Designs’ Indemnity. Subscription Designs will defend Customer against any third-party claim, action, suit, or proceeding alleging any breach of the covenants contained in Section 6. Subject to Section 11, Subscription Designs shall indemnify Customer for all losses, damages, liabilities, and all reasonable expenses and costs incurred by Customer as a result of any such third party claim, action, suit, or proceeding. (c) Mechanics of Indemnity. The indemnifying party’s obligations are conditioned upon the indemnified party: (i) giving the indemnifying party prompt, written notice of any claim, action, suit, or proceeding for which the indemnified party is seeking indemnity; (ii) granting control of the defense and settlement to the indemnifying party; and (iii) reasonably cooperating with the indemnifying party at the indemnifying party’s expense.

10. Limitation of Liability. Subscription Designs’s LIABILITY HEREUNDER SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO Subscription Designs DURING THE THREE (3) MONTH PERIOD BEFORE THE ACTION AROSE. Subscription Designs SHALL NOT BE LIABLE FOR (A) ANY LOSS OF USE, LOSS OF DATA, OR INTERRUPTION OF BUSINESS OR (B) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), REGARDLESS OF THE FORM OR ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF Subscription Designs HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER ACKNOWLEDGES THAT THESE LIMITATIONS ARE AN ESSENTIAL ELEMENT OF THIS AGREEMENT, AND ABSENT SUCH LIMITATIONS, Subscription Designs WOULD NOT ENTER INTO THIS AGREEMENT.