Terms and Conditions
Last Updated on May 15, 2023
THIS TERMS OF USE AGREEMENT (the "Agreement") constitutes a legally binding agreement by and between Poi Studio Ltd., a limited company organized under the laws of Hong Kong ("Poi Studio") and the client, whether personally or on behalf of an entity ("Client"), with regard to access and use of Poi Studio's 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 Poi Studio shall cease and be of no further force and effect between the parties, except that any obligation of Client to pay Poi Studio for services rendered shall remain and continue to be an ongoing obligation owed by Client to Poi Studio.
Intellectual Property Rights
Poi Studio Ltd. and its licensors shall retain ownership of all Company Proprietary Rights. Any of such Proprietary Rights in Contents, News and Information supplied by Poi Studio Ltd., to the Client remains the property of the company. The Client undertakes not to illegally redistribute or otherwise broadcast or advertise such news and information of the brand “Poi Studio Ltd.”, upon the termination of the Service of This Agreement, in anyway as a business or company name or trademark. Neither Poi Studio Ltd. nor any of it’s directors, employees or agents warrant that the Service will be uninterrupted or error free, or give any warranty as to the results to be obtained from the use of the Service. In no event will Poi Studio Ltd. or it’s directors, employees or agents be liable to the Client for any damage (including, but without limitation, special, incidental, or consequential damage) arising from the use of, or inability to use (for whatever reason), the service, including but not limited to damages resulting from loss of data or loss of profits.
Client's Obligations
The Client shall be subject to Terms and Conditions of Service of (name of service) and will co-operate with the Company when reasonably requested in the course of the service period. The Client shall be responsible for obtaining and maintaining all consents and licenses and making all filings necessary to receive or use the service, except when notified by the company The Client shall be responsible for providing the correct, accurate and necessary relevant information for the use of this service.
Supply of Service
Each design piece and/or element shall take 2 business days on average, depending on the size and complexity of the designs or the backlog of other design works given, it might take longer or shorter. Creative Design support under the Poi Subscription includes but not limited to the following: website design, user interface design, brand visual elements design, products design, logo design, social media kits, digital advertising, email templates, deck design, print design, packaging design, conference assets, Ebook design, infographic design, Application user interface design. Services that are excluded are as follows: strategy planning, 3D illustration, NFTs, video/photo shooting, content research, website/ app development, copywriting, and services that exceed out graphic design support capability.
Third-Party Fonts
8In the event that any Project incorporates fonts that are not owned by Poi Studio Ltd. and require a commercial license in order for Client to legally reproduce, distribute, or publicly display the Project (“Third-Party Font(s)”), Poi Studio Ltd. 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 Poi Studio Ltd. 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.
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 unauthorized purpose; Client’s use of the Website will not violate any applicable law or regulation.
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 Poi Studio Ltd. 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 unauthorized framing or linking of the Website; Trick, defraud or mislead Poi Studio Ltd. or other users; Interfere with, disrupt or create an undue burden on the Website or Poi Studio Ltd.’s networks or servers; Use the Website in an effort to compete with Poi Studio Ltd.; 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 Poi Studio Ltd.’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 Poi Studio Ltd.; Use the Website in a manner inconsistent with any applicable laws, statutes or regulations.
Management and Oversite
Poi Studio Ltd. 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. Poi Studio Ltd. 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 Poi Studio Ltd., without notice or liability to Client. All decisions regarding the management of the Website shall be at the sole discretion of Poi Studio Ltd. and shall be designed to protect Poi Studio Ltd.’s rights and property.
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.
Returns and Refunds
Poi Studio Ltd. reserves the right to deny refunds based on its own self discretion and without notice or liability to Client. Refund requests are assessed on a case by case basis. Should Client request a refund during the first month of use, all materials produced by Poi Studio Ltd. are ownership of the company and are prohibited from being used by the Client in any way. If a refund is deemed to be appropriate, there will be a 25% fee assigned to the remaining billable period. Poi Studio Ltd. reserves the right to take appropriate legal actions against Client for breach of this paragraph.
Connection Interruptions
Poi Studio Ltd. does not guarantee 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 Poi Studio Ltd.’s control. Client agrees that Poi Studio Ltd. 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.
Force Majeure
Neither party shall be in breach of this Agreement nor Liable for the delay in performing, or failure to perform, any of it’s obligations under this Agreement if such delay or failure is a result from events, circumstances or causes beyond its reasonable control. In such circumstances, the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. Governing laws The parties shall use all reasonable endeavors to resolve any dispute amicable and in good faith This document is governed by and are to be construed in accordance with the Laws of Hong Kong S.A.R (Special Administrative Region) of the People’s Republic of China. All disputes controversy, difference or claim arising out of or in connection with this document, including any question regarding its existence, validity, or termination, or any dispute regarding non-contractual obligations shall be finally settled in accordance with the UNCITRAL Arbitration Rules as at present in force and as may be amended by the rest of this clause. The appointing authority shall be the Hong Kong International Arbitration Center (HKIAC). There shall be one arbitrator. The languages used in the arbitral proceedings shall be English.
Disclaimer
The Website is provided on an as-is, as-available basis. Client agrees that its use of the Website and Services are at Client’s sole risk. Poi Studio Ltd. disclaims all warranties, express or implied, in connection with the Website and Client’s use thereof, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement. Poi Studio Ltd. makes no warranties or representations about the accuracy or completeness of the Website or any content thereon or content of any websites linked to the Website and Poi Studio Ltd. assumes no liability for any errors, mistakes or inaccuracies of content and materials, personal injury or property damage, of any nature whatsoever, any unauthorized access to or use of Poi Studio Ltd.’s secure servers and/or any personal information and/or financial information stored therein, any interruption or cessation of transmission to or from the site, any bugs, viruses, Trojan horses or the like which may be transmitted to or through the Website by any third party and/or any errors or omissions in content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted or otherwise made available through the Website. Poi Studio Ltd. does not warrant, endorse, guarantee or assume responsibility for any product or service advertised or offered by a third party either through the Website, a hyperlinked website or any website or mobile application featured in any advertising.
Limitations of Liability and Indemnification
Poi Studio Ltd. and its directors, employees, members, independent contractors or agents shall not be liable to Client or any third party for any direct, indirect, consequential, incidental, special or punitive damages, including lost profit, lost revenue, lost data, attorneys’ fees, court costs, fines, forfeitures or other damages or losses arising from Client’s use of the Website. Client agrees to defend, indemnify and hold harmless, Poi Studio Ltd. and its subsidiaries, affiliates and all respective officers, members, agents, partners, employees and independent contractors from and against any loss, damage, liability, claim or demand including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Website; (2) breach of these Terms of Use; (3) any breach of Client’s representations and warranties set forth herein; (4) Client’s violation of the rights of any third party, including but not limited to intellectual property rights. Notwithstanding the foregoing, Poi Studio Ltd. reserves the right, at Client’s expense, to assume control and defense of any matter for which Client shall be required to indemnify Poi Studio Ltd. hereunder. Client agrees to cooperate with the defense of such claims.
User Data
Client is solely responsible for all data transmitted to or that relates to any activity Client has undertaken using the Website. Poi Studio Ltd. shall have no liability to Client for any loss or corruption of any such data and Client hereby waives any right of action against Poi Studio Ltd. from any such loss or corruption.
Electronic communications, transactions and signatures
Client hereby consents to receive electronic communications from Poi Studio Ltd. 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 Poi Studio Ltd. 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.
Showcasing Design Work
Poi Studio Ltd. reserves the 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 Poi Studio Ltd., which in turn would void the right of Poi Studio Ltd. to share or discuss Client's work publicly.
Miscellaneous
These Terms of Use and any policies posted on the Website or regarding the Website constitute the entire agreement and understanding between the Client and Poi Studio Ltd. Failure of Poi Studio Ltd. to enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. If any provision or part of these Terms of Use is determined to be unlawful, void or unenforceable, that provision shall be severed from these Terms of Use but shall not otherwise affect the validity or unenforceability of the remaining provisions herein. Nothing in these Terms of Use, the Privacy Policy or on the Website shall be construed to constitute the forming of a joint venture, partnership, employment or agency relationship between Client and Poi Studio Ltd.
Contact Information
For any questions or complaints regarding the Website, please contact us at: info@poistudio.xyz
