Terms of Use

THIS TERMS OF USE AGREEMENT (the "Agreement") constitutes a legally binding agreement by and between KINETIER LLC,("Kinetier"), and the client, whether personally or on behalf of an entity ("Client"), with regard to access and use of Kinetier's website: https://kinetier.com (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 Kinetier shall cease and be of no further force and effect between the parties, except that any obligation of Client to pay Kinetier for services rendered shall remain and continue to be an ongoing obligation owed by Client to Kinetier.

1. Intellectual Property Rights

Unless otherwise indicated, the Website is the property of Kinetier 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 Kinetier 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-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 Kinetier's express prior written permission. Kinetier reserves all rights in the Website, Content and Marks.

2. Subscriptions, Plans and Billing

Kinetier provides design services on a monthly subscription basis. The following plans are offered:

• Growth: one active request at a time, up to 2 users.

• Scale: three active requests at a time, priority delivery, up to 4 users.

Both plans include all stated capabilities, unlimited requests and revisions (subject to fair use — see Paragraph 6), unlimited brands, and full ownership of delivered work as described in Paragraph 3. "One active request at a time" (or three, on Scale) means Kinetier works on that number of requests concurrently; additional requests remain queued until an active request is approved. "Unlimited" refers to the number of requests a Client may queue, not to the number delivered simultaneously or within any given day.

Subscriptions are billed monthly in advance, in US dollars, through Kinetier's third-party payment processor, and automatically renew each billing cycle until paused or cancelled. All fees are exclusive of applicable taxes. If a payment fails, Kinetier may suspend services until the payment is resolved. Design capabilities do not include software or website development/coding, or 3D work.

3. Ownership of Materials

Notwithstanding Kinetier's ownership of Submissions, as described in Paragraph 7 ("Client Feedback"), all final design and original source files created on Client's behalf ("Projects") belong to Client upon full payment for the billing cycle in which they are delivered, and Client shall be the sole owner of the copyright for all such Projects. In the event that any operation of law would cause Kinetier to become the owner of a Project, in whole or in part, rather than Client, Kinetier irrevocably and perpetually assigns its entire interest in the Project to Client, without limitation. Client warrants that any and all materials provided to Kinetier as examples or as material to be incorporated into a Project during the design process are owned by 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. Kinetier always reserves the right to share the Client's design work publicly (social media, website, etc.) unless otherwise agreed as stated in Paragraph 20 of this document.

4. Third-Party Fonts

In the event that any Project incorporates fonts that are not owned by Kinetier and require a commercial license in order for Client to legally reproduce, distribute, or publicly display the Project ("Third-Party Font(s)"), Kinetier will inform 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) in order to legally reproduce, distribute, or publicly display the Project. Said notice will include information sufficient for Client to identify which licenses are required and who to contact in order to purchase said licenses. So long as Kinetier has informed Client of the incorporation of Third-Party Fonts as described above, Client assumes all responsibility for any consequences resulting from a failure by Client to purchase one or more licenses for any Third-Party Fonts incorporated into a Project.

5. 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; and Client's use of the Website will not violate any applicable law or regulation.

6. Prohibited Activities and Fair Use

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 and services may not be used in connection with any commercial endeavors except those related to the work performed by Kinetier on behalf of the Client. In particular, Client may not resell, sublicense, or use the subscription to operate a white-label or agency service for unrelated third-party clients without Kinetier's written agreement. Further, Client agrees to refrain from the following: making any unauthorized use of the Website; retrieving data or content to create or compile a database or directory; circumventing, disabling, or interfering with security-related features; unauthorized framing or linking; tricking, defrauding or misleading Kinetier or other users; interfering with, disrupting or creating an undue burden on the Website or Kinetier's networks or servers; using the Website to compete with Kinetier; deciphering, decompiling, disassembling, or reverse engineering any software making up the Website; bypassing measures designed to restrict access; harassing, annoying, intimidating or threatening any of Kinetier's employees, contractors or agents; deleting copyright or other rights notices; copying or adapting the Website's software; uploading or transmitting viruses, Trojan horses, or any passive or active information-collection mechanism; disparaging, tarnishing or otherwise harming Kinetier; or using the Website in a manner inconsistent with any applicable laws. Kinetier may apply reasonable limits to prevent abuse of "unlimited" requests.

7. Client Feedback

Client acknowledges and agrees that any questions, comments, suggestions or other feedback or submission (each a "Submission") shall be the sole property of Kinetier, and Kinetier is under no obligation to keep a Submission confidential. Kinetier shall be the sole and exclusive owner of all rights related to the Submission except to the extent that rights are granted to Client under Paragraph 3 ("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. Client agrees that it has the right to articulate and put forth the Submission and hereby waives all claims and recourse against Kinetier for its use of the Submission in accordance with the terms hereof.

8. Management and Oversight

Kinetier reserves the right to monitor the Website for violations of these Terms of Use and to take appropriate legal action in response to any violation of the Terms of Use or any applicable law. Kinetier further reserves the right to restrict or deny access to the Website or disable the Client's use of the Website, in its sole discretion, without notice or liability to Client. All decisions regarding the management of the Website shall be at the sole discretion of Kinetier and shall be designed to protect Kinetier's rights and property.

9. Privacy Policy

By using the Website, Client agrees to be bound and abide by the Privacy Policy, incorporated herein by reference. The Website is hosted in the United States of America. Access of the Website from the EU, UK, Asia or other region of the world may result in the applicability of laws differing from those of the United States governing personal data collection, use or disclosure. Client's continued use of the Website and transfer of data to the United States constitutes express consent to the transfer and processing of data in the United States. Kinetier does not knowingly accept or solicit information from individuals under the age of 18. In accordance with the United States' Children's Online Privacy Protection Act, upon actual knowledge that an individual under the age of 13 has provided personally identifiable information to Kinetier without parental consent, Kinetier shall delete that information as soon as reasonably practical.

10. Returns and Refunds

Due to the custom and digital nature of the services provided, all payments made to Kinetier are generally non-refundable, except as expressly set out below.

First-week guarantee. If Client is not satisfied within the first seven (7) days of their initial subscription, Client may request a refund of seventy-five percent (75%) of the first month's fee, no questions asked. This guarantee applies once, to new Clients only, and does not apply to any subsequent billing cycle or renewal.

Pausing. In lieu of refunds for unused time, Client may pause their subscription at any time. Any unused days remaining in the then-current billing cycle are banked and preserved for future use (for example, pausing after 21 days of a 31-day cycle preserves 10 days). Pausing halts both billing and delivery for the paused period.

Outside of the first-week guarantee, refund requests are reviewed on a case-by-case basis and granted solely at Kinetier's discretion. Under no circumstances shall Client be entitled to a refund for work that has already been completed, delivered, requested, or substantially performed prior to the refund request. If Kinetier elects to issue a refund, such refund shall be limited exclusively to the unused portion of the current subscription period, as determined by Kinetier in its sole discretion. Clients are not eligible for full or prorated refunds after substantially utilizing the subscription during a billing cycle.

By submitting design requests, communicating feedback, receiving deliverables, or otherwise utilizing the services during a billing period, Client acknowledges and agrees that the subscription has been actively used and that the corresponding portion of services rendered is non-refundable. In the event a refund is granted, all rights to any work produced by Kinetier during the applicable service period shall immediately revert to Kinetier, and Client shall cease all use of such materials unless otherwise agreed in writing. Non-refundable payment processing fees, including but not limited to payment-processor fees, shall not be refunded under any circumstances. Kinetier reserves the right to suspend or terminate services and refuse refunds in cases of abuse, excessive refund requests, chargeback threats, or violations of these Terms.

11. Turnaround

Typical turnaround is 24–48 hours per request (and often same-day on Scale), but turnaround times are good-faith estimates and not guarantees. Actual delivery depends on the complexity, scope, and volume of each request; larger requests are delivered in stages and take longer. Delays by Client in providing materials, access, or feedback may affect turnaround.

12. Modification

Kinetier reserves the right to change, alter, modify, amend or remove anything or any content on the Website for any reason at its sole discretion. Kinetier reserves the right to modify or discontinue all or part of the Website without notice and without liability to Client. Material changes to these Terms will be posted on this page with a revised "Last updated" date.

13. Connection Interruptions

Kinetier does not guarantee or warrant that the Website will be available and accessible at all times. Issues with hardware, software or other items may result in interruptions, delays or errors beyond Kinetier's control. Client agrees that Kinetier shall not be liable for any loss, damage or inconvenience caused by Client's inability to access or use the Website during any interruption in the connection or service.

14. Governing Law

These Terms of Use shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflict of law principles.

15. Litigation

Any legal action of whatever nature shall be brought in the state or federal courts located in Delaware. 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.

16. Disclaimer

The Website and services are provided on an as-is, as-available basis. Client agrees that its use of the Website and services is at Client's sole risk. Kinetier disclaims all warranties, express or implied, in connection with the Website and Client's use thereof, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Kinetier makes no warranties or representations about the accuracy or completeness of the Website or any content thereon and assumes no liability for any errors, mistakes or inaccuracies of content and materials, personal injury or property damage, unauthorized access to or use of Kinetier's servers and/or any personal or financial information stored therein, any interruption or cessation of transmission to or from the site, any bugs, viruses, or the like transmitted through the Website by any third party, and/or any errors or omissions in content or for any loss or damage incurred as a result of the use of any content made available through the Website. Kinetier does not warrant, endorse, guarantee or assume responsibility for any product or service advertised or offered by a third party.

17. Limitations of Liability and Indemnification

Kinetier 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, attorneys' fees, court costs, fines, forfeitures or other damages or losses arising from Client's use of the Website or services. To the extent any liability is found, Kinetier's total liability shall not exceed the amount paid by Client to Kinetier in the one (1) month preceding the event giving rise to the claim. Client agrees to defend, indemnify and hold harmless Kinetier 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; and (4) Client's violation of the rights of any third party, including intellectual property rights. Kinetier reserves the right, at Client's expense, to assume control and defense of any matter for which Client is required to indemnify Kinetier. Client agrees to cooperate with the defense of such claims.

18. User Data

Client is solely responsible for all data transmitted to or relating to any activity Client has undertaken using the Website. Kinetier shall have no liability to Client for any loss or corruption of any such data, and Client hereby waives any right of action against Kinetier for any such loss or corruption.

19. Electronic Communications, Transactions and Signatures

Client hereby consents to receive electronic communications from Kinetier and agrees that all agreements, notices, disclosures and other communications sent via email or through the Website satisfy any legal requirement that such communication be in writing. 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 Kinetier or through the Website. Client hereby waives any rights or requirements under any laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records.

20. Showcasing Client Work

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

21. Licensing

Client agrees to assume full responsibility for any unauthorized use of images, fonts, or other content displayed on their website, communication channels, or any other mediums. It is the sole responsibility of the Client to ensure that all content utilized is properly licensed. While Kinetier may, in certain circumstances, hold appropriate licenses for the use of specific materials, such licenses are not transferable to the Client unless explicitly stated in writing.

22. Miscellaneous

These Terms of Use and any policies posted on or regarding the Website constitute the entire agreement and understanding between the Client and Kinetier. Failure of Kinetier 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 but shall not otherwise affect the validity or enforceability of the remaining provisions. Nothing in these Terms of Use, the Privacy Policy or on the Website shall be construed to constitute a joint venture, partnership, employment or agency relationship between Client and Kinetier.

23. Contact Information

For any questions or complaints regarding the Website, please contact Kinetier at: hello@kinetier.com