Terms & Conditions
THIS TERMS OF USE AGREEMENT (the “Agreement”) constitutes a legally binding agreement by and between EARTHR and the client, whether personally or on behalf of an entity (“Client”), with regard to access and use of Earthr’s website: https://www.earthr.co (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 Earthr shall cease and be of no further force and effect between the parties, except that any obligation of Client to pay Earthr for services rendered shall remain and continue to be an ongoing obligation owed by Client to Earthr.
1. Intellectual Property Rights
Unless otherwise indicated, the Website is the property of Earthr 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 Earthr 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 Earthr’s express prior written permission. Earthr reserves all rights in the Website, Content and Marks.
2. Ownership of Materials
Notwithstanding Earthr’s ownership of Submissions, as described in Paragraph 4 (“Client Feedback”), all design and original source files created on Client’s behalf (“Projects”) belong to Client, and Client shall be the sole owner of the copyright for all Projects. In the event that any operation of law would cause Earthr to become the owner of a Project, in whole or in part, rather than Client, Earthr irrevocably and perpetually assigns its entire interest in the Project to Client, without limitation.Client warrants that any and all materials provided to Earthr 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. Earthr always reserves the right to share the Client's design work publicly (social media, website, etc.) unless agreed upon as stated in section 18 of this document.
3. Third-Party Fonts
In the event that any Project incorporates fonts that are not owned by Earthr’s and require a commercial license in order for Client to legally reproduce, distribute, or publicly display the Project (“Third-Party Font(s)”), Earthr 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) of said Third Party Fonts 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 Earthr has informed Client of the incorporation of Third-Party Fonts as described above, Client assumes all responsibility for any consequences as a result of a failure by Client to purchase one or more licenses for any Third-Party Fonts incorporated into a Project.
4. 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;Client’s use of the Website will not violate any applicable law or regulation.
5. Prohibited Activities
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 may not be used in connection with any commercial endeavors except those related to the work performed by Earthr on behalf of the Client. Further, Client agrees to refrain from the following:Make any unauthorized use of the Website; Retrieve data or content for the purposes of creating or compiling a database or directory;Circumvent, disable, or otherwise interfere with security-related features on the Website; Engage in unauthorized framing or linking of the Website; Trick, defraud or mislead Earthr or other users;Interfere with, disrupt or create an undue burden on the Website or Earthr’s networks or servers;Use the Website in an effort to compete with Earthr; Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Website; Bypass any measures on the Website designed to prevent or restrict access to the Website or any portion thereof;Harass, annoy, intimidate or threaten any of Earthr’s employees, independent contractors or agents providing services through the Website; Delete the copyright or other rights notice from any Content; Copy or adapt the Website’s softwareUpload or transmit, or attempt to do so, viruses, Trojan horses, or other material including anything that interferes with any party’s use of the Website or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operations or maintenance of the Website; Upload or transmit, or attempt to do so, any material that acts as a passive or active information collection or transmission mechanism; Disparage, tarnish or otherwise harm Earthr; Use the Website in a manner inconsistent with any applicable laws, statutes or regulations.
6. 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 Earthr and Earthr is under no obligation to keep a Submission confidential or take steps necessary to ensure the confidentiality of a Submission. Earthr 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 2 (“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 Client hereby waives all claims and recourse against Earthr for its use of the Submission in accordance with the terms hereof and in its sole discretion hereafter.
7. Management and Oversite
Earthr reserves the right to monitor the Website for violations of these Terms of Use and to take appropriate legal action in response to a violation of the Terms of Use or any applicable law, statute or regulation. Earthr further reserves the right to restrict or deny access to the Website or disable the Client’s use of the Website. Such decision shall be in the sole discretion of Earthr, without notice or liability to Client. All decisions regarding the management of the Website shall be at the sole discretion of Earthr and shall be designed to protect Earthr’s rights and property.
8. Privacy Policy
By using the Website, Client agrees to be bound and abide by the Privacy Policy and the terms more particularly set forth therein and adopted and incorporated herein. The Website is hosted in the United States of America. Access of the Website from the EU, Asia or other region of the world may result in the applicability of laws, statutes or regulations differing from those of the United States which govern personal data collection, use or disclosure. Client’s continued use of the Website and transfer of data to the United States constitutes express consent of Client to the transfer and processing of data in the United States. Earthr 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 the receipt of actual knowledge that an individual under the age of 13 has provided personally identifiable information to Earthr without parental consent, Earthr shall delete that information as soon as reasonably practical.
9. Returns and Refunds
Earthr reserves the right to deny refunds based on its own self discretion and without notice or liability to Client. Refund requests are assessed on a case by case basis. Should Client request a refund during the first month of use, all materials produced by Earthr are ownership of the company and are prohibited from being used by the Client in any way. Earthr reserves the right to take appropriate legal actions against Client for breach of this paragraph.
10. Modification
Earthr reserves the right to change, alter, modify, amend or remove anything or any content on the Website for any reason at its sole discretion. Earthr reserves the right to modify or discontinue all or part of the Website without notice and without liability to Client.
11. Connection Interruptions
Earthr does not guaranty or warrant the Website will be available and accessible at all times. Issues with hardware, software or other items may result in interruption delays or errors beyond Earthr’s control. Client agrees that Earthr shall not be liable to Client 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.
12. Governing Law
These Terms of Use shall be governed by and construed in accordance with the laws of the State of Maryland without regard to conflict of law principals.
13. Litigation
Any legal action of whatever nature shall be brought in the state courts of Washington County, Maryland or in the United States District Court for the District of Maryland. 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.
14. Disclaimer
The Website is provided on an as-is, as-available basis. Client agrees that its use of the Website and Services are at Client’s sole risk. Earthr 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. Earthr makes no warranties or representations about the accuracy or completeness of the Website or any content thereon or content of any websites linked to the Website and Earthr assumes no liability for any errors, mistakes or inaccuracies of content and materials, personal injury or property damage, of any nature whatsoever, any unauthorized access to or use of Earthr’s secure servers and/or any personal information and/or financial information stored therein, any interruption or cessation of transmission to or from the site, any bugs, viruses, Trojan horses or the like which may be transmitted to or through the Website by any third party and/or any errors or omissions in content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted or otherwise made available through the Website. Earthr does not warrant, endorse, guarantee or assume responsibility for any product or service advertised or offered by a third party either through the Website, a hyperlinked website or any website or mobile application featured in any advertising.
15. Limitations of Liability and Indemnification
Earthr 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.Client agrees to defend, indemnify and hold harmless, Earthr 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; (4) Client’s violation of the rights of any third party, including but not limited to intellectual property rights. Notwithstanding the foregoing, Earthr reserves the right, at Client’s expense, to assume control and defense of any matter for which Client shall be required to indemnify Earthr hereunder. Client agrees to cooperate with the defense of such claims.
16. User Data
Client is solely responsible for all data transmitted to or that relates to any activity Client has undertaken using the Website. Earthr shall have no liability to Client for any loss or corruption of any such data and Client hereby waives any right of action against Earthr from any such loss or corruption.
17. Electronic communications, transactions and signatures
Client hereby consents to receive electronic communications from Earthr and Client 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 Earthr or through the Website. Client hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records or to payments or the granting of credits by any means other than electronic.
18. Showcasing Design Work
Earthr reserves to right to share design work on digital channels including social media, website, etc. unless otherwise agreed upon. The Client reserves the right to issue an NDA between themselves and Earthr, which in turn would void the right of Earthr to share or discuss Client's work publicly.
19. Miscellaneous
These Terms of Use and any policies posted on the Website or regarding the Website constitute the entire agreement and understanding between the Client and Earthr. Failure of Earthr 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 from these Terms of Use but shall not otherwise affect the validity or unenforceability of the remaining provisions herein. Nothing in these Terms of Use, the Privacy Policy or on the Website shall be construed to constitute the forming of a joint venture, partnership, employment or agency relationship between Client and Earthr.
20. Contact Information
For any questions or complaints regarding the Website, please contact Earthr at: hello@earthr.co
General
- The compensation structure is detailed as follows: Commencement of the project requires fixed quote; the Client to remit 50% of the total project fee upon Agreement execution, refundable if termination occurs before any Work Product start; upon successful completion of the entire Work Product client to remit rest of the payment.
- Payment for all invoices is expected within 15 business days from the date of receipt by the Client. This timeframe ensures a timely and efficient financial process, facilitating a smooth and mutually beneficial working relationship.
- In the event of non-payment of invoices by the Client within the stipulated timeframe, the Contractor reserves the right, along with other available rights and remedies, to impose interest on the overdue amount at a rate of 10%. This provision ensures adherence to timely payment schedules and fair compensation for any delays.
- Clients who agrees to work with subscription model; client to remit upfront agreed monthly amount payment of first month before the project kick-off. Refundable if termination occurs before any Work Product starts.
Revisions
- Client's Revision Requests
The Client is entitled to request revisions during the project, and the Contractor will make commercially reasonable efforts to implement these revisions within a reasonable timeframe. - Included Revisions
The project fee covers up to 3 rounds of revisions. Any additional revisions requested by the Client will be subject to additional charges. - Additional Charges and Invoicing
The Contractor reserves the right to invoice the Client for any additional charges associated with requested revisions. The Client is required to settle such invoices within 30 days of receipt. - Limitations on Revisions
The Contractor is not obligated to make revisions that would lead to the creation of a new and distinct project or necessitate additional compensation.
Confidentials
- Confidentiality Obligation
The Contractor acknowledges and agrees to maintain the utmost confidentiality with respect to all information furnished by the Client during the term of this Agreement. This information includes, but is not limited to, business plans, financial data, marketing strategies, and any proprietary or confidential details. The Contractor pledges not to disclose such information to any third parties without the prior written consent of the Client. This obligation remains in force even after the termination of this Agreement. - Security Measures
The Contractor commits to employing commercially reasonable efforts to safeguard the confidentiality of the provided information. This involves implementing suitable security measures and restricting access solely to authorized personnel. - Limited Use of Information
The Contractor may only use the confidential information for the sole purpose of fulfilling the services outlined in this Agreement. Any other use of this information requires the prior written consent of the Client. - Legal Compliance
In situations where disclosure is mandated by law or legal processes, the Contractor may divulge confidential information. However, the Contractor is obligated to promptly inform the Client of such requirements and collaborate with the Client in seeking protective orders or any other suitable remedies.
Intellectual Rights
- Ownership Acknowledgement
The Contractor acknowledges that all work product, including designs and software, is the exclusive property of the Client. The Contractor disclaims any right, title, or interest in the Work Product beyond what's explicitly outlined in this Agreement. - Assignment
The Contractor formally assigns all rights, including copyrights and trademarks, to the Client. This encompasses executing necessary documents and acts to effectively transfer these rights, ensuring the Client's complete ownership of the Work Product. - Usage Rights
The Contractor recognizes the Client's unrestricted right to use the Work Product for business, advertising, and promotion. However, any alternative use of the Work Product necessitates the prior written consent of the Client, imposing a restriction on the Contractor's independent utilization.
Termination
- Termination for Breach
Either party reserves the right to terminate this Agreement with written notice if the other party breaches a material term or condition. - Termination for Insolvency
Either party can terminate this Agreement with written notice if the other party becomes insolvent or incapable of fulfilling its obligations. - Post-Termination Responsibilities
Upon termination for any reason, the Contractor is obligated to cease work immediately. All Work Product and related materials in the Contractor's possession must be promptly delivered to the Client.Post-Termination Responsibilities - Preservation of Prior Rights and Obligations
The termination of this Agreement will not nullify rights and obligations that have already accrued before the termination date.
Dispute Resolution
- Negotiation in Good Faith
In the case of any dispute arising from or related to this Agreement, the parties commit to engaging in good-faith negotiations to reach a resolution. - Mediation
Should negotiation fail to resolve the dispute, the parties will proceed to mediation. A mediator, agreed upon by both parties, will facilitate the resolution process. - Binding Arbitration
If mediation proves ineffective, the dispute will be conclusively settled through binding arbitration, adhering to the rules of the American Arbitration Association. The decision rendered by the arbitrator will be binding and final, with no recourse to litigation.
Unforeseen Occurrence
Exceptional Circumstances
In the event that either party encounters a failure or delay in performance under this Agreement due to circumstances beyond their reasonable control, including, but not limited to, acts of God, war, civil unrest, acts of terrorism, natural disasters, pandemics, and power or communication failures, neither party shall be held liable.
Prompt notification of such an event is required, and the affected party commits to using commercially reasonable efforts to mitigate the impact on the fulfillment of its obligations under this Agreement. This provision ensures a fair and practical approach to unforeseen events, fostering cooperation and understanding between the parties involved.
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