Last updated: 14/01/2024
THIS TERMS OF USE AGREEMENT (the “Agreement”) constitutes a legally binding agreement by and between SideClient, LLC, a limited liability company organised under the laws of the state of Maryland (“Responzive”) and the client, whether personally or on behalf of an entity (“Client”), with regard to access and use of Responzive’s website: [https://www.responzive.co/ (the](https://www.responzive.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 Responzive shall cease and be of no further force and effect between the parties, except that any obligation of Client to pay Responzive for services rendered shall remain and continue to be an ongoing obligation owed by Client to Responzive.
1. Intellectual Property Rights
Unless otherwise indicated, the Website is the property of Responzive 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 therein (the “Marks”) are owned and controlled by Responzive and are protected by copyright and trademark laws and any other applicable intellectual property law or regulation of the Australia, 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 Responzive’s express prior written permission. Responzive reserves all rights in the Website, Content, and Marks.
2. Ownership of Materials
Notwithstanding Responzive’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 Responzive to become the owner of a Project, in whole or in part, rather than Client, Responzive irrevocably and perpetually assigns its entire interest in the Project to Client, without limitation. Client warrants that any and all materials provided to Responzive 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. Responzive 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 Responzive and require a commercial license in order for Client to legally reproduce, distribute, or publicly display the Project (“Third-Party Font(s)”), Responzive 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 Responzive 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 unauthorised 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 Responzive 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 unauthorised framing or linking of the Website; Trick, defraud, or mislead Responzive or other users; Interfere with, disrupt, or create an undue burden on the Website or Responzive’s networks or servers; Use the Website in an effort to compete with Responzive; 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 Responzive’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 software; Upload 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 Responzive; Use the Website in a manner inconsistent with any applicable laws, statutes, or regulations.