Last Updated: 31 Aug 2023
This Terms of Use Agreement ("Agreement") establishes a legally binding arrangement between Premonday and the client ("Client"), whether representing themselves or an entity, pertaining to the access and utilization of Premonday's website: https://premonday.com (the "Website") and any other related media forms, channels, mobile websites, or mobile applications. In the event that the Client does not agree to or comply with the stipulated terms, conditions, and obligations detailed herein, the Client's usage of the Website is explicitly restricted, mandating the immediate cessation of use. Subsequently, any existing association between the Client and Premonday shall cease and hold no further legal standing between the involved parties. It is, however, noted that any pre-existing financial obligations of the Client to Premonday for services rendered shall endure and persist as ongoing responsibilities.
Intellectual Property Rights
The Website is the proprietary domain of Premonday, encompassing elements such as source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics ("Content"). Additionally, trademarks, service marks, and logos ("Marks") integrated within the Content are subject to ownership and control by Premonday. These assets are safeguarded by copyright, trademark laws, and any relevant intellectual property regulations within Portugal, foreign jurisdictions, and international conventions. The Content and Marks are provided in an "As-Is" condition, intended solely for the information and personal use of the user. Unless expressly sanctioned within this Agreement, no segment of the Website's Content may be replicated, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for commercial purposes, without the explicit prior written consent of Premonday. The rights over the Website, Content, and Marks are unequivocally reserved by Premonday.
Ownership of Materials
In reference to any Submissions and as elucidated in Paragraph 4 ("Client Feedback"), the ownership structure notwithstanding, all original design and source files initiated on behalf of the Client ("Projects") remain under the ownership of the Client. The Client unequivocally holds the exclusive copyright ownership for all Projects. In the hypothetical situation that any legal operation culminates in Premonday gaining ownership, whether partial or whole, of a Project, Premonday hereby waives all interest and transfers its entire claim in the Project to the Client, devoid of limitations. The Client explicitly certifies that all materials, whether provided as examples or as components intended for integration into a project during the design process, are the legal property of the Client, without infringing upon or misappropriating any rights belonging to third parties, including but not restricted to intellectual property rights and rights of publicity. Premonday maintains the perpetual right to publicly exhibit and showcase the Client's design work, including through social media and website platforms, unless mutually decided otherwise, as articulated in section 18 of this document.
Third-Party Fonts
In instances where a Project necessitates fonts not owned by Premonday, and these fonts require commercial licenses for lawful reproduction, distribution, or public display ("Third-Party Fonts"), Premonday will duly inform the Client through written communication. The Client is thereby notified of the integration of one or more Third-Party Fonts into the Project, and it becomes the Client's responsibility to procure the requisite licenses from the proprietors of the aforementioned fonts. This notice shall encompass information adequate for the Client to identify the mandated licenses and facilitate contact with the appropriate licensors for their acquisition. As long as Premonday discharges its responsibility of informing the Client regarding the incorporation of Third-Party Fonts as delineated above, any consequences stemming from the Client's failure to secure the essential licenses rest solely with the Client. In cases where the fonts in question are already part of the Client's assets, recommended for use by the Client, or directly provided by the Client, it is understood that the Client already holds, or bears the responsibility to obtain, the necessary licenses for lawful use of these fonts. Premonday's obligation to inform the Client regarding Third-Party Fonts does not extend to fonts that fall under these categories. Consequently, any legal ramifications arising from the use of such fonts without appropriate licensing will be the responsibility of the Client.
User Representations
By accessing and utilizing the Website, the Client affirms and guarantees the following:
The Client possesses the legal capacity and commits to adhering to these Terms of Use.
The Client is not a minor within their domicile jurisdiction.
The Client shall not employ automated or non-human means to access the Website.
The Client shall refrain from employing the Website for any illegal or unauthorized purposes.
The Client's utilization of the Website shall not contravene any applicable laws or regulations.
Prohibited Activities
Client's use of the Premonday Website must align with its intended purpose. The Website is to be utilized solely for activities related to the services provided by Premonday. Client agrees to refrain from the following actions: Unauthorized use of the Website; Extracting data or content to create a database or directory; Disabling or circumventing security features; Unauthorized framing or linking; Deceptive or fraudulent actions towards Premonday or others; Disrupting the Website's functionality or Premonday's networks; Using the Website for competitive purposes; Attempting to reverse engineer the Website's software; Bypassing access measures; Harassing or threatening Premonday's personnel; Removing copyright notices; Uploading or transmitting viruses or disruptive content; Posting mechanisms for unauthorized data collection or transmission; Harming Premonday's reputation; Using the Website in violation of applicable laws.
Client Feedback
Client acknowledges that any feedback or submission (a "Submission") becomes the exclusive property of Premonday. Premonday has the right to use and disseminate Submissions without obligation of confidentiality. While ownership of certain rights is granted to Client as outlined in Paragraph 2 ("Ownership of Materials"), Premonday holds sole and unrestricted ownership of Submissions. Client waives claims against Premonday for using Submissions as outlined in these terms.
Management and Oversight
Premonday retains the right to monitor the Website for compliance with these Terms of Use and take legal action in response to violations. Premonday may restrict or deny access to the Website at its discretion. Decisions related to Website management are solely Premonday's and aim to protect its rights and assets.
Privacy Policy
Client agrees to adhere to the Privacy Policy detailed on the Website. The Website operates from Portugal; accessing it from other regions subjects Client to varying data protection laws. Continued use and data transfer constitute Client's consent to data processing in Portugal. Premonday does not knowingly gather information from individuals under 18. Per Portugal's Children’s Online Privacy Protection Act, Premonday will promptly delete such information received without parental consent.
Returns and Refunds
Premonday reserves the right to decline refunds based on its discretion. Refund requests are evaluated case by case. If a refund is granted within the first month, all produced materials remain owned by Premonday and cannot be used by the Client. A 20% fee applies to the remaining billable period for appropriate refunds. Premonday retains the right to take legal action for breach of this paragraph.
Modification
Premonday retains the right to modify, alter, amend, or remove any content on the Premonday Website at its sole discretion. This includes the ability to change or discontinue any part of the Website without prior notice and without incurring liability to the Client.
Connection Interruptions
Premonday cannot guarantee uninterrupted availability of the Website. Technical issues related to hardware, software, or other factors beyond Premonday's control may lead to interruptions, delays, or errors. The Client acknowledges that Premonday will not be held responsible for any loss, damage, or inconvenience caused by the Client's inability to access or use the Website during any connection or service interruptions.
Governing Law
These Terms of Use are governed by the laws of England and Wales. The courts of England and Wales will have jurisdiction over any disputes arising from or related to these terms.
Litigation
Any legal action shall be brought to the state courts or the appropriate district court in England and Wales. Both parties consent to the personal jurisdiction of these courts and waive defenses of lack of personal jurisdiction and inconvenient forum. The application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act is excluded from these Terms of Use.
Disclaimer
The Premonday Website is provided on an as-is and as-available basis. The Client agrees that their use of the Website and Services is at their own risk. Premonday disclaims all warranties, whether express or implied, including but not limited to the warranties of merchantability, fitness for a particular purpose, and non-infringement. Premonday does not warrant the accuracy or completeness of the Website's content or the content of linked websites. Premonday is not liable for errors, personal injury, property damage, unauthorized access to secure servers, interruption or cessation of transmission, viruses, or any loss or damage incurred from using the Website or its content. Premonday does not endorse or assume responsibility for third-party products or services advertised through the Website.
Limitations of Liability and Indemnification
Premonday and its directors, employees, members, independent contractors, or agents shall not be held liable to the Client or any third party for direct, indirect, consequential, incidental, special, or punitive damages. This includes losses such as lost profits, lost revenue, lost data, attorneys' fees, court costs, fines, or other damages resulting from the Client's use of the Premonday Website. The Client agrees to indemnify, defend, and hold harmless Premonday, its subsidiaries, affiliates, officers, members, agents, partners, employees, and independent contractors against any claims, liabilities, losses, or demands, including reasonable attorneys' fees and expenses, arising from: (1) Website use; (2) breach of these Terms of Use; (3) breach of Client's representations and warranties; (4) violation of third-party rights, including intellectual property rights. Premonday retains the right, at the Client's expense, to take control and defend any matter for which the Client is required to indemnify Premonday. The Client agrees to cooperate with the defense of such claims.
User Data
The responsibility for all data transmitted or related to any activity undertaken by the Client on the Premonday Website lies solely with the Client. Premonday is not liable to the Client for any loss or corruption of such data. The Client waives any right to take action against Premonday for any loss or corruption.
Electronic Communications, Transactions, and Signatures
The Client consents to receive electronic communications from Premonday and acknowledges that agreements, notices, disclosures, and other communications sent via email or through the Website satisfy any legal requirement for written communication. The Client agrees to the use of electronic signatures, contracts, orders, and records, as well as electronic delivery of notices, policies, and transaction records initiated or completed by Premonday or through the Website. The Client waives any rights or requirements under laws that demand original signatures or non-electronic records.
Showcasing Design Work
Premonday reserves the right to share design work on digital platforms, including social media and the website, unless otherwise agreed upon. The Client can establish a Non-Disclosure Agreement (NDA) with Premonday, which would restrict Premonday's ability to publicly share or discuss the Client's work.
Miscellaneous
These Terms of Use, along with any Website policies, constitute the entire agreement between the Client and Premonday. Failure to enforce any right or provision does not waive that right or provision. If any part of these Terms of Use is deemed unlawful, void, or unenforceable, that part will be severed without affecting the validity of the remaining provisions. Nothing in these Terms of Use, the Privacy Policy, or the Website implies the creation of a joint venture, partnership, employment, or agency relationship between the Client and Premonday.
Contact Information
For inquiries or complaints regarding the Website, please contact Premonday at: hello@premonday.com.