THIS TERMS OF USE AGREEMENT (the “Agreement”) constitutes a legally binding agreement by and between PB and JANE, LLC, a limited liability company organized under the laws of the state of Indiana (“PB&JANE”) and the client, whether personally or on behalf of an entity (“Client”), with regard to access and use of PB&JANE’s website: https://www.pbnjane.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 PB&JANE shall cease and be of no further force and effect between the parties, except that any obligation of Client to pay PB&JANE for services rendered shall remain and continue to be an ongoing obligation owed by Client to PB&JANE.
1. Intellectual Property Rights
Unless otherwise indicated, the Website is the property of PB&JANE 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 PB&JANE 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 PB&JANE’s express prior written permission. PB&JANE reserves all rights in the Website, Content and Marks.
2. Ownership of Materials
Notwithstanding PB&JANE’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 PB&JANE to become the owner of a Project, in whole or in part, rather than Client, PB&JANE irrevocably and perpetually assigns its entire interest in the Project to Client, without limitation.Client warrants that any and all materials provided to PB&JANE 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. PB&JANE 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 PB&JANE and require a commercial license in order for Client to legally reproduce, distribute, or publicly display the Project (“Third-Party Font(s)”), PB&JANE 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 PB&JANE 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 accessing and using the Website, the Client represents and warrants the following:
4.1. Legal Capacity: The Client has the legal capacity to enter into and abide by these Terms of Use.
4.2. Age Requirement: The Client is not a minor in their jurisdiction of residence. They meet the minimum age requirement to use the Website.
4.3. No Automated Access: The Client will not access the Website using automated or non-human means, such as bots, scripts, or other automated tools.
4.4. Lawful and Authorized Use: The Client will not use the Website for any illegal or unauthorized purposes. All activities on the Website will be incompliance with applicable laws and regulations.
4.5. Compliance with Laws: The Client’s use of the Website will not violate any applicable laws or regulations. By using the Website, the Client acknowledges and affirms the above representations and warranties.
5. Prohibited Activities
The Client agrees to the following terms regarding the use of the Website:
5.1. Purpose of Use: The Client shall only access and use the Website for the intended purposes for which it is made available by PB&JANE. The Website may only be used in connection with the work performed by PB&JANE on behalf of the Client. Any other commercial endeavors unrelated to PB&JANE’s work are prohibited.
5.2. Unauthorized Use: The Client shall not engage in any unauthorized use of the Website. This includes but is not limited to unauthorized access, retrieval of data or content for the purpose of creating a database or directory, circumventing or disabling security features, unauthorized framing or linking of the Website, or engaging in any activity that tricks, defrauds, or misleads PB&JANE or other users.
5.3. Interference and Disruption: The Client shall not interfere with or disrupt the Website or PB&JANE’s networks or servers. This includes activities that create an undue burden on the Website or its infrastructure.
5.4. Non-Compete: The Client shall not use the Website in an effort to compete with PB&JANE.
5.5. Software and Measures: The Client shall not decipher, decompile, disassemble, or reverse engineer any software comprising the Website. Additionally, the Client shall not bypass any measures on the Website designed to prevent or restrict access.
5.6. Harassment and Threats: The Client shall not harass, annoy, intimidate, or threaten PB&JANE’s employees, independent contractors, or agents providing services through the Website.
5.7. Copyright and Content: The Client shall not delete the copyright or other rights notice from any Content on the Website. Unauthorized copying or adaptation of the Website’s software is prohibited.
5.8. Security and Harmful Material: The Client shall not upload or transmit viruses, Trojan horses, or any material that interferes with the use of the Website, modifies its features, impairs its functions, disrupts its operations, or interferes with its maintenance. The Client shall also refrain from uploading or transmitting any material that acts as an information collection or transmission mechanism.
5.9. Protection of PB&JANE: The Client shall not disparage, tarnish, or harm PB&JANE in any manner.
5.10. Compliance with Laws: The Client shall use the Website in a manner consistent with applicable laws, statutes, and regulations. By accessing and using the Website, the Client agrees to abide by these terms and conditions.
6. Client Feedback
The Client acknowledges and agrees to the following terms regarding any feedback or submission provided to PB&JANE (“Submission”):
6.1. Ownership: All Submissions shall be the sole property of PB&JANE. The Client understands that PB&JANE is not obligated to maintain the confidentiality of any Submission or take steps to ensure its confidentiality.
6.2. Rights and Usage: PB&JANE shall have the sole and exclusive ownership of all rights related to the Submission, except to the extent that rights are granted to the Client under Paragraph 2 (“Ownership of Materials”).PB&JANE, at its sole and unrestricted discretion, may use and disseminate the Submission for any lawful purpose without seeking permission, providing acknowledgment, or offering compensation to the Client.
6.3. Client’s Right to Submit: The Client represents that they have the right to articulate and submit the Submission. By agreeing to these terms, the Client waives any claims or recourse against PB&JANE regarding its use of the Submission, both in accordance with the terms stated here and at PB&JANE’s sole discretion in the future. By providing a Submission, the Client acknowledges and accepts the aforementioned terms and conditions.
7. Management and Oversight
PB&JANE 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. PB&JANE 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 PB&JANE, without notice or liability to Client. All decisions regarding the management of the Website shall be at the sole discretion of PB&JANE and shall be designed to protect PB&JANE’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. PB&JANE 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 PB&JANE without parental consent, PB&JANE shall delete that information as soon as reasonably practical.
9. Returns and Refunds
PB&JANE retains the following rights and policies regarding refunds:
9.1. Refund Denial: PB&JANE reserves the right to deny refunds at its own discretion, without notice or liability to the Client. Refund requests are evaluated on a case-by-case basis.
9.2. Ownership of Materials: If the Client requests a refund within the first month of use, all materials created by PB&JANE remain the exclusive property of the company. The Client is prohibited from using these materials in any manner.
9.3. Refund Assessment: If a refund is deemed appropriate, a 25% fee will be applied to the remaining billable period.
9.4. Legal Actions: PB&JANE reserves the right to take appropriate legal actions against the Client for any breach of this paragraph. The Client acknowledges and accepts these terms regarding refunds and the ownership of materials.
10. Modification
PB&JANE reserves the right to change, alter, modify, amend or remove anything or any content on the Website for any reason at its sole discretion. PB&JANE reserves the right to modify or discontinue all or part of the Website without notice and without liability to Client.
11. Connection Interruptions
PB&JANE 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 PB&JANE’s control. Client agrees that PB&JANE 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 Indiana without regard to conflict of law principals.
13. Litigation
Any legal action of whatever nature shall be brought in the state courts of Marion County, Indiana or in the United States District Court for the District of Indiana. 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 following disclaimers and limitations of liability apply to the use of the Website:
14.1. “As-Is” and “As-Available” Basis: The Website is provided on an “as-is” and “as-available” basis. The Client acknowledges that their use of the Website and its services is at their sole risk.
14.2. Disclaimer of Warranties: PB&JANE disclaims all warranties, whether express or implied, in connection with the Website and the Client’s use thereof. This includes, but is not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
14.3. Accuracy and Completeness: PB&JANE makes no warranties or representations regarding the accuracy or completeness of the Website’s content or any linked websites. PB&JANE assumes no liability for any errors, mistakes, or inaccuracies in the content and materials provided on the Website.
14.4. Security and Interruptions: PB&JANE assumes no liability for any personal injury, property damage, unauthorized access, interruption, or cessation of transmission related to the use of the Website. This includes any bugs, viruses, or similar harmful components transmitted by third parties.
14.5. Third-Party Products and Services: PB&JANE does not warrant, endorse, guarantee, or assume responsibility for any products or services advertised or offered by third parties through the Website or any linked websites. The Client acknowledges and accepts these disclaimers and limitations of liability associated with the use of the Website.
15. Limitations of Liability and Indemnification
PB&JANE, its directors, employees, members, independent contractors, or agents shall not beheld liable to the Client or any third party for any direct, indirect, consequential, incidental, special, or punitive damages. This includes damages such as lost profits, lost revenue, lost data, attorneys’ fees, court costs, fines, forfeitures, or any other losses arising from the Client’s use of the Website. The Client agrees to defend, indemnify, and hold harmless PB&JANE, its subsidiaries, affiliates, officers, members, agents, partners, employees, and independent contractors from any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party. This indemnification obligation arises from the following: (1) use of the Website,(2) breach of these Terms of Use, (3) any breach of the Client’s representations and warranties, and (4) violation of the rights of any third party, including intellectual property rights. PB&JANE reserves the right, at the Client’s expense, to assume control and defense of any matter for which the Client is required to indemnify PB&JANE. The Client agrees to cooperate with the defense of such claims.
16. User Data
The Client bears full responsibility for all data transmitted or related to any activity they undertake using the Website. PB&JANE assumes no liability to the Client for any loss or corruption of such data. The Client acknowledges and waives any right to take legal action against PB&JANE for any loss or corruption of data.
17. Electronic communications, transactions and signatures
Client hereby consents to receive electronic communications from PB&JANE 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 PB&JANE 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
PB&JANE 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 PB&JANE, which in turn would void the right of PB&JANE to share or discuss Client’s work publicly.
19. Referrals
Referral program will be available and launched soon.
20. Miscellaneous
These Terms of Use, along with any additional policies posted on the Website, constitute the complete agreement and understanding between the Client and PB&JANE. The failure of PB&JANE to enforce any right or provision in these Terms of Use does not waive that right or provision. If any provision or part of these Terms of Use is found to be unlawful, void, or unenforceable, that specific provision will be severed from these Terms of Use while leaving the remaining provisions valid and enforceable. The Terms of Use, Privacy Policy, and Website content do not establish a joint venture, partnership, employment, or agency relationship between the Client and PB&JANE.
21. Contact Information
For any questions or complaints regarding the Website, please contact PB&JANE at: [email protected].