- Acceptance of Terms
These Terms of Service (this “Agreement”) are between Deforus Pty. Ltd. (“we”, “us” or “Deforus”) and you. They govern your access to and use of our app design and development service and online platform (the “Services”), made available through deforus.com, it’s subdomains and the subscription or other services we provide (this “Site”). By using this Site and accessing our Services in any way, you acknowledge that you have read, understood, and agree to be bound by this Agreement. We manage this Site from our offices within India. While we aim to make it accessible to people around the world, we make no representation that materials in the Site are appropriate or available for use in other locations. Access to the Site from territories where its contents are illegal is prohibited. If you choose to access this site from outside of India, you are responsible for compliance with all applicable laws. From time to time we may decide to update this Agreement . By continuing to use this Site and the Services after any updates have been made, you accept and agree to be bound by any new and revised terms. All updates become effective from the time we post them. We recommend you check https://deforus.com/terms-and-conditions regularly, so you are aware of any updates.
- The Services
- Subject to your compliance with this Agreement and our timely receipt of your payment(s), we will make the applicable Services available to you. We will use all reasonable efforts to make the Services available, subject to any planned downtime and unscheduled maintenance. We reserve the right to modify, replace, or discontinue the Services without notice to you for any reason, at any time.
You agree to only access the Site and use the Services in accordance with the terms of the Agreement. You agree to: (i) provide accurate, complete and current information about yourself when requested of you by any form on this Site (“User Data”).
You are responsible for your own internet access, computers, mobile test devices and services needed to access and use the Services and for paying all applicable fees and charges.
We reserve the right to terminate your account immediately, without prior notice or liability to you, if we find, at our sole discretion, that you: (i) have breached this Agreement; (ii) are not well suited to or in alignment with our model; (iii) violate our core values; or (iv) are abusing our Services or team in any way, including the use of our services for illegal purposes.
“Licensed Content” means content that we own or license, including but not limited to artwork, stock images, icons, audio, fonts, video, designs, animations, templates and writings. While you will be the sole owner of all right, title, and interest in and to your app design, if Licensed Content is incorporated into it, it is subject to the license described below in Section 4. No rights other than what is expressly set forth herein are granted to you.
You agree not to access or use, nor permit any third party to access or use the Services for any competitive purposes, including but not limited to reverse engineering; copying; decompiling; scraping or gaining any kind of competitive advantage over us.
- Use of the Services
- Your use of the Services is limited to the inclusions available in the package you have purchased. See a list of inclusions for each product at https://deforus.com/pricing. We will be under no obligation to work on or deliver anything that is not included in the package or product you purchase.
We do what we can to minimise mistakes, errors and bugs in our deliverables. However, we cannot guarantee all deliverables will be 100% error-free. When we deliver a design deliverable to you, you agree to review it for any errors. You can then alert us of any issues as part of a revision round and we will fix or change it as part of that revision round.. Your approval or acceptance of a deliverable means you agree that it is error free.
The speed at which we can work is determined by a number of factors, including, but not limited to: (i) the package or product you purchase; (ii) the volume and complexity of screens in your project; (iii) the availability and capacity of our team, (v) the timeliness of your feedback and approvals. We do not guarantee a specific turnaround time or delivery date for any of our packages or products. Any delivery times stated on the site are estimates only and are meant only as a guide.
You own and manage any information, data or materials that you provide to us in the use of the Services (“Client Content”). By uploading or sending us Client Content, you are representing that you are the owner of it and/or have the required rights, licenses, and authorisation to use and distribute it. You grant us a non-exclusive license to access and use Client Content worldwide and royalty free only in connection with the Services we provide to you.
You are, and will be, the exclusive owner of all rights, title, and interest in the deliverables, including intellectual property rights. Notwithstanding the foregoing, the terms of this Section 4.5 are subject to your full compliance with this Agreement, your full payment of applicable amounts due and the terms of Sections 4.6 below.
When providing the Services, we may use some third party tools, libraries, sdks, templates, images and other pre-existing materials in order to speed up delivery. We and our licensors are, and will remain, the sole owners of all right, title, and interest in and to those pre-existing materials. We grant you a perpetual, limited, royalty-free, non-transferable, non-sub-licensable, worldwide license to use, display, and distribute any pre-existing materials to the extent incorporated in, combined with, or otherwise necessary for the use of the Services or deliverables. We reserve all other rights in and to such pre-existing materials.
- The Services may be used for the design of many kinds of mobile apps, excluding games, or anything pornographic, hate-related or legally or morally dubious. We reserve the right to determine if a particular type of app is acceptable on a case by case basis.
- You are responsible for completing and returning your App Design Questionnaire. If this is not returned we cannot commence work on your prototype design and refunds can not be provided. If you did not receive the questionnaire it is your responsibility to contact us to request it.
- All of our app designs and prototypes are designed and delivered in Adobe XD. No other technologies or formats will be considered.
In some instances we may determine that our Services are not compatible with or are not suited to you or your app project. If we arrive at this determination you will receive a full or partial refund at our sole discretion.
- In order to use our Services you are required to pay a fee. Before we have any obligation to provide Services, relevant fees must be paid (as well as applicable taxes) in full. You authorise us, upon registering for the Services, to charge your chosen method of payment (e.g. credit card) for the fees and applicable taxes as specified on the Site. If a payment is not made by the due date due to insufficient funds, expiry of a payment method or other reason, all work will stop until payment of the outstanding fees is made. All amounts owed under this Agreement are non-cancelable and non-refundable, except as specifically provided in this Section 6.
- We reserve the right to change our prices at any time without notice to you.
- You may, at any time, choose to add additional screens to your prototype design, beyond those included in your chosen package. Before work will commence on these additional designs payment must be made. We reserve the right to either invoice you or send you a direct payment link to collect payment for these additional pages before work commences.
- Confidential Information
- For purposes of this Agreement, the term “Confidential Information” means non-public or proprietary information, including, without limitation, information relating to current or future business, products and services, research, images, development, design details and specifications, and marketing plans.
- While using our Services, you may disclose to us Confidential Information. We agree to hold your Confidential Information in confidence and not disclose it to any third party, except as approved or directed by you, and will use your Confidential Information for no purpose other than for the Services. We will limit access to your Confidential Information only to our employees, officers, directors, contractors and agents who are involved in your work on your projects and only for the purpose of providing the Services to you.
- Notwithstanding anything to the contrary in this Agreement, the following is not Confidential Information: (a) information that was in the public domain at the time of its disclosure or has entered the public domain without breach of this Agreement; (b) information that was already in the rightful possession of a party at the time of disclosure; (c) information that is independently developed by a party without breaching this Agreement; or (d) information that becomes known to a party, without restriction, from a third party source not directly or indirectly involving a breach of this Agreement.
- The confidentiality obligations under this Agreement will survive for five (5) years after the termination of this Agreement.
You grant us a limited, nonexclusive, royalty-free, worldwide license to use, publish, and display any design work that we develop in connection with the Services for the purpose of marketing and advertising (the “Portfolio Use License”). If you do not wish for us to promote your work, you may revoke the Portfolio Use License at any time by sending written notice to email@example.com. If you revoke the Portfolio Use License, we will stop using your deliverables for future marketing and advertising purposes immediately, however we cannot guarantee that work used in previous campaigns and posts will not remain in circulation on the internet.
- Term and Termination
- This Agreement will expire and terminate upon the expiration or termination of the Services. Any section of this Agreement, which by it’s nature should survive termination will survive termination, including but not limited to, accrued rights to payment, confidentiality obligations and limitations of liability.
- We may terminate this Agreement at any time upon notice if you default or breach this Agreement. Upon expiration or termination of your account or Service, all rights under this Agreement relating to such Service will immediately terminate, you will lose all access to the applicable Service, including access to your account and Client Content or other files hosted by us. If we terminate the Agreement for your breach, any licenses to Licensed Content will terminate.
Disclaimer of Warranties
We represent and warrant that you will receive good and valid title license to all deliverables, free and clear of all encumbrances and liens of any kind, except for Licensed Content and other pre-existing materials, which may be subject to additional terms and restrictions. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 9.1, THE SITE AND THE SERVICES ARE PROVIDED “AS IS, AS AVAILABLE”. WE MAKE NO PROMISES ABOUT OUR SERVICES AND, TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, AND OTHER VIOLATION OF RIGHTS, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE.
WE WILL NOT BE RESPONSIBLE FOR ANY LOST PROFITS, REVENUES, DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THIS SITE. TO THE EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED OR EXPRESSED WARRANTIES, SHALL NOT EXCEED FIFTY DOLLARS, REGARDLESS OF THE CAUSE OF ACTION, IN TORT, CONTRACT, OR OTHERWISE. THIS PARAGRAPH DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US HARMLESS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, AND EXPENSES, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEY’S FEES AND COSTS, ARISING OUT OF OR IN ANY WAY CONNECTED TO Client Content OR USE OF THE SERVICES OR ANY DELIVERABLES. YOU SHALL COOPERATE AS REQUIRED BY US IN THE DEFENSE OF ANY CLAIM. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU, AND YOU WILL NOT, IN ANY EVENT, SETTLE ANY CLAIM WITHOUT OUR PRIOR WRITTEN CONSENT.
- This Agreement is governed by and construed in accordance with the laws of the State of Maharashtra. Any legal action, claim, or proceeding relating to or arising out of this Agreement shall be instituted in a state or federal court of competent jurisdiction in Mumbai, Maharashtra. The parties agree to submit to the exclusive jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.
- If no court in Mumbai, Maharashtra is found to have jurisdiction, then the parties shall adjudicate any dispute arising out of or relating to this Agreement by binding arbitration administered by an international arbitrator in Indias, in accordance with International Arbitration Rules. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
- THE PARTIES AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.
This Agreement and the rights and obligations herein are personal to you, and you may not assign or otherwise transfer this Agreement or any of your rights or obligations hereunder, without our prior written consent. We may freely assign this Agreement, including, without limitation, in connection with a merger, acquisition, bankruptcy, reorganisation, or sale of some or all of our assets or stock.
If any one or more of the provisions of this Agreement are for any reason held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will be unimpaired and will remain in full force and effect, and the invalid, illegal or unenforceable provision(s) will be replaced by a valid, legal and enforceable provision or provisions that comes closest to the intent of the parties underlying the invalid, illegal or unenforceable provision(s).
The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. A waiver by either party of any term or condition of this Agreement or any breach, in any one instance, will not waive such term or condition or any subsequent breach.
If we are unable to perform any obligation under this Agreement because of any matter beyond our reasonable control, including but not limited to pandemic or wide spread outbreak of infectious diseases, government shutdown, lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial/labor disputes (whether or not involving our employees), acts of government, loss of or problems with telecommunications, utility services or other third party services, and hostile network attacks (each, a “Force Majeure Event”), we will have no liability to you for such failure to perform; provided, however, that we will resume performance promptly upon removal of the circumstances constituting the Force Majeure Event.
If you have executed a separate agreement with us applicable to your access to and use of this Site or our Services, then the terms and conditions of that agreement prevail to the extent of any conflict with this Agreement. In all other cases, this Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior communications and proposals.