Welcome to Figure™, an Offset Partners LLC company (referred to herein by the terms “us”, “we” and “our”). We provide our clients with various services (referred to collectively herein as the “Services”), all of which are subject to these Terms & Conditions (the “Terms”).
Services. We offer the following Services:
Fees for Services. We charge a range of different fees for our Services. Current minimum fees are described on our homepage. If you are interested in any our Service, please contact us at email@example.com.
We will then issue you a Proposal detailing the particular fees applicable to the particular Services you desire. Fees for our Digital Design Services are due and payable in accordance with the agreed-upon Proposal. Fees for use of our Services (the “Monthly Services”) are billed through a third-party provider in advance on a monthly basis and are non-refundable. At the time of subscription to any of our Monthly Services, you will be redirected to a payment screen which securely connects to a third-party provider’s platform, and asked to provide your bank account (ACH) and/or credit card information, which will be stored by the third-party provider, and not us. As of the last update of these Terms, we utilize Stripe as our Third Party Service Provider for payment services. Your provision of information to and storage of your data with that third-party is subject to its terms.
Payment Services. Figure uses Stripe as its Third Party Service Provider for Payment Services (e.g. card acceptance, merchant settlement, and related services). By making use of some or all of these payment services in any of Figure's services you agree to be bound by Stripe's Privacy & Terms and hereby consent and authorize us to delegate the authorizations and share the information you provide to us with our Third Party Service Provider(s) to the extent required to provide the Payment Services to you.
Cancellation. Unless otherwise specified in the Proposal, you may cancel any Monthly Services by providing thirty (30) days advanced written notice via email to firstname.lastname@example.org. Please note that, unless you have made specific arrangements in advance of cancellation, any website(s) and related platforms utilizing our platforms may cease to function or cease to function properly upon cancellation or termination of the Monthly Services. Fees for the Monthly Services may change from time to time; we will provide thirty (30) days advance notice to you if you will be affected.
Licenses. While you are utilizing our Services, you grant us a license to “Your Content” (as defined below). If you are utilizing any of our Monthly Services, subject to your continued compliance with these Terms (including payment obligations), we grant you a license to utilize such Services for the intended business purposes. You may not sublicense these rights, or disassemble or reverse engineer any of our platforms or technology. If we are providing Digital Design Services, upon payment in full for such Services (pursuant to the terms of your agreed-upon Proposal), you will own the unique combination of the various “Elements” (as defined below) that make up the final as-delivered designs (“Final Deliverables”). The individual Elements, however, are not proprietary to you or us, and you understand that they may have been utilized by us in the past and may be utilized by us in the future. “Elements” shall mean the individual design elements incorporated into the Final Deliverables, such as style guides, web authoring tools, type fonts, architecture, navigational and functional features, and color pallets. To the extent necessary, we grant you a license to utilize such Elements in connection with your use of the Final Deliverables and our Services. Any code (whether in source or object form) provided or accessible to you as part of our Services is licensed (or sublicensed as the case may be) to you for use in connection with the Final Deliverables. All licenses granted above are royalty-free, worldwide, nonexclusive and unlimited except as set forth herein.
Marketing Rights. You understand and agree that we may reproduce, publish and display the Final Deliverables in our portfolios and websites, and in galleries, design and/or development periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with creation of the Final Deliverables. You further understand and agree that we may list your organization or company as a client on our websites and other promotional materials (and utilize your logos and trademarks in connection therewith), and include a link to your website(s) on our websites.
Your Content. We understand and agree that content and materials provided by you and your customers (“Your Content”) for use in connection with our Services, including without limitation, written copy, graphics and customer data, belong to you, and that we are to utilize Your Content only in connection with our provision of the Services.
Confidential Information. Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Proposal except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
No Solicitation. During the term of this Agreement, and for a period of six (6) months after expiration or termination of this Agreement, Client agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind of basis, any Designer, employee or Design Agent of Designer, whether or not said person has been assigned to perform tasks under this Agreement. In the event such employment, consultation or work-for-hire event occurs, Client agrees that Designer shall be entitled to an agency commission to be the greater of, either (a) 25 percent of said person’s starting salary with Client, or (b) 25 percent of fees paid to said person if engaged by Client as an independent contractor. In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date. In the event of (b) above, payment will be due at the end of any month during which the independent contractor performed services for Client. Designer, in the event of nonpayment and in connection with this section, shall be entitled to seek all remedies under law and equity.
No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by Designer, and Designer shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by Designer.
Before publishing the forms, you and your attorney should review them with care, and modify, delete and/or add provisions as necessary to comply with applicable law. You should not rely upon any information in the forms for any purpose. The information contained in them is not promised or guaranteed to be correct or complete. We expressly disclaim all liability in respect to any actions taken or not taken based upon any of the content or information in the forms. Further, we do not necessarily endorse and are not responsible for any third-party content that may be accessed through them.
Limited Warranty. We pride ourselves on providing first-class Services, consistent with best industry practice. OTHER THAN THIS WARRANTY, WE MAKE NO WARRANTIES AND DISCLAIM ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, CONTINUOUS OR UNINTERRUPTED OPERATION, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Limit on Liability. REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, WE SHALL NOT BE LIABLE FOR ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF USE, DATA OR SAVINGS, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF THE POSSIBILITY OF SUCH DAMAGES ARE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Mutual Indemnity. We and you (each the “Indemnitor”) will each indemnify and defend the other party (the “Indemnitee”) for claims and damages arising out of the Indemnitor’s gross negligence or willful misconduct; provided that (a) the Indemnitee shall provide prompt written notice to the Indemnitor upon learning of such claim or damage, and (b) the Indemnitee shall reasonably cooperate with the Indemnitor in connection with such indemnity and defense.
General Terms. These Terms, which (along with the agreed-upon Proposal) constitute the entire agreement of the parties and supersede any prior and contemporaneous agreements, understandings and representations, shall be governed by and construed in accordance with the laws of the State of California. Any dispute between the parties shall be brought and heard in the concomitant state or federal court for the County of Sonoma, California, and the parties hereby irrevocably consent to the jurisdiction of such courts, and waive any arguments based on the convenience of such forum. The prevailing party in any such action shall be entitled to its reasonable attorney’s fees and costs. If any provision of these Terms is deemed by a court of competent jurisdiction to be unenforceable, such provision shall be revised to the extent necessary to render it enforceable, or if incapable of such revision, be severed herefrom, and the remainder of these Terms enforced. The waiver by either party of any default or breach of these Terms will not constitute a waiver of any other or subsequent default or breach.
Posted. January 31st, 2012
Last Updated. May 5th, 2017