Terms & Conditions

Ubunzo Ltd. Terms of Service for our Subscription-based Services

1. Acceptance of Terms
   These Terms of Service (this "Agreement") between Ubunzo Ltd. ("we", "us", “Designer” or "Ubunzo") and you("Client", "User", Subscriber") govern your access and use of our website available through www.ubunzo.com (this "Site") and any subscription-based services we provide ("Services", "Service", "Subscription"). By using this Site and accessing our Services in any manner, you acknowledge that you have read, understood, and agree to be bound by this Agreement.
   
   This Site is controlled and operated by us from our offices within Canada. We make no representation that materials on the Site are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited. Those who choose to access this site from locations outside of Canada are responsible for compliance with all applicable laws.
   
   We may update this Agreement from time to time. By continuing to use this Site and the Services after we post any updates, you accept those updates in full. All updates become effective upon posting. We encourage you to review the "Terms of Service" link on the home page each time you visit this Site, to stay informed of any changes.
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2. Privacy Policy
   ‍Our privacy policy, which can be found at https://www.ubunzo.com/privacy-policy  (the “Privacy Policy”), describes how we may use your personal information. By continuing to use this Site, you accept the Privacy Policy, which is incorporated herein by reference. If you object to your personal information being used as described in the Privacy Policy, please leave this Site immediately. You must be at least age 18 to access this Site.
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3. Fees and Charges
   3.1. Access to our Services comes with the requirement of paying recurring fees. Before we start providing Services, you must fully pay these fees, including any applicable taxes, at the rates and billing cycles chosen during your registration. This may be updated by you over time but only affects future billing periods, not past or current payments. Payment is due upon receiving the invoice. Even if Designer fails to issue an invoice, you are still required to pay the fees as agreed upon at registration.
   By signing up for the Services, you consent to us charging your payment method (like a credit card) for the agreed fees and taxes starting from your registration date.
   Should you not fulfill your payment obligations, Designer reserves the right to either suspend or terminate your subscription. All payments under this Agreement are final and non-refundable, except as expressly stated in this Section 3.
   
   3.2. Client is responsible for purchasing any necessary third-party materials(if required by client), including fonts, business subscriptions, and hosting subscriptions, using their own resources. The Designer may only bill for specific expenses, such as third-party Render Farm services, which reduce the time required for rendering 3D graphics, or when acquiring third-party 3D models to decrease the time needed for custom 3D modeling.
   
   3.3. We reserve the right to modify our fees with 14 days' advance notice. By continuing to use the Services after these changes, you agree to accept the new fees. We are not obligated to inform you about temporary promotions or fee reductions.
   
   3.4. You have the option to cancel your subscription with Designer at any time, either directly through our client portal or by reaching out at hi@ubunzo.com. If you choose to cancel before the start of the next billing cycle, you'll still be able to use your account and access your design files until the current billing period ends. Once your subscription concludes, access to our Services and all associated design files will cease. Designer does not offer refunds or credits for partial service months, service downgrades, or any time left unused on your subscription.
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4. The Services
   4.1. Subject to your compliance with this Agreement, as well as your subscription for an applicable plan and our timely receipt of your associated payment(s), we will make the applicable Services available to you during the term to which you have subscribed. We will use commercially reasonable efforts to make the Services available subject to planned downtime and any unscheduled emergency maintenance. We may modify, replace, or discontinue the Services at any time, for any reason, without notice to you.
   
   4.2. “Deliverables” means content that we develop and provide specifically for you based on your design requests. Deliverables do not include Licensed Content, which is subject to certain license restrictions.
   
   4.3. “Licensed Content” means stock or otherwise pre-existing content elements that we own or license from a third party, including 3D models, textures, artwork, stock photographs, audio, typeface, video, designs, and writings. While you are, and will be, the sole and exclusive owner of all right, title, and interest in and to the Deliverables, the Licensed Content incorporated in the Deliverables is subject to the relevant third-party license terms. No rights are granted to you to any Licensed Content other than as expressly set forth herein.
   
   4.4. You grant us a perpetual, irrevocable, worldwide, nonexclusive, transferable, sublicensable right and license to commercially exploit in any manner any feedback, suggestions or recommendations that you provide to us.
   
   4.5. Free Trials; Automatic Transition to Paid Subscription. From time to time, we may offer free trials to use one or more of the Services subject to this Agreement (“Free Trials”). A Free Trial is an opportunity for you to use such Services free of charge for the period of time communicated in the Free Trial offer for the selected Service (the “Trial Period”). If you register for a Free Trial for any selected Service, the Trial Period will begin on the date that you register for the Free Trial, and, regardless of whether or not you use the selected Service, the Trial Period will expire at the end of the Trial Period.
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   If you do not cancel your selected Service before the end of the Trial Period, your account and selected Service will automatically continue after the Trial Period under a standard paid subscription in accordance with the fees and terms specified when you registered for the Free Trial and the terms of this Agreement. This change in the status of your account from Free Trial to standard paid subscription will occur at the end of the Trial Period with no further action from you unless you have previously canceled your account. You further agree that, unless you have canceled your selected Service before the end of the Trial Period, you authorize us to charge your method of payment (e.g., credit card) for the standard paid subscription fees and applicable taxes for your selected Services from the end of your Trial Period.
   
   You must have a valid payment method associated with your account in order to participate in a Free Trial, and the Free Trial may be terminated in the event that your payment method is deleted, canceled, transferred, or otherwise determined by us to be invalid or inadequate. You acknowledge and agree that we may terminate or modify our Free Trials, or change or terminate the selected Service, or offer for a similar service or offer, at any time, in our sole discretion.
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5. Use of the Services
   5.1. You may use the Services for any number of projects and scope for which you have subscribed under the applicable plan. While we accept unlimited requests for Deliverables and revisions to those Deliverables, our output volume depends on many factors, namely depending on the total request volume, priority, and complexity. We efficiently manage your tasks and revisions, addressing them one or two at a time, to keep your projects advancing without delay. Our services are provided sequentially, tackling one task at a time in the order submitted, based on the predefined priority. As an example, If you submit three tasks simultaneously and specify their priority, we will commence with the task deemed highest in priority. Once completed, we will submit it for your review. While you are reviewing the first task, we will begin work on the task of second-highest priority. Upon receiving feedback from you on the first-priority task, we will pause work on the second task to finalize adjustments to the first task, and then resume work on the second priority task and so on. We will do our best to work with you to accommodate any priority items and your timelines, but we suggest you do not use our Services for time-sensitive projects.
   
   5.2. We do our best to minimize any mistakes in the final Deliverables. However, due to the nature of creative design, we cannot guarantee all final Deliverables will be 100% error-free. When we deliver a file to you, you agree to review and proof all files for any errors or omissions and notify us if any changes or corrections are needed within seven (7) days of receipt. We will do our best to rush edits to correct any mistakes that you notify us about during this time period. If you notify us of any errors after that time period, we are not required to but intend to try to work with you to make corrections.
   
   5.3. The speed of your account is determined by how many subscriptions you have. A subscription is a measurement of output and represents what we can accomplish in a business day, with our team, and our software. What we can create with a single subscription depends on many factors, including, but not limited to: (i) the type of plan; (ii) the volume of requests; and (iii) the complexity of requests. We do not guarantee the amount of work that we can create with a single subscription. To increase the volume of work we can complete within a business day, we suggest you add subscriptions to your account.
   
   5.4. You are the owner and/or controller of all of the information, data, or materials that you provide to us to use the Services (“Client Content”). By submitting Client Content to us, you are representing that you are the owner of such Client Content and/or have the necessary rights, licenses, and authorization to distribute it. You grant us a worldwide, royalty-free, non-exclusive license to access and use Client Content to provide the Services.
   
   5.5. You are, and will be, the sole and exclusive owner of all right, title, and interest in and to the Deliverables, including all intellectual property rights therein. We agree that with respect to any Deliverables that may qualify as “work made for hire” as defined in 17 U.S.C. §101, such Deliverables are deemed a “work made for hire” for you. To the extent that any Deliverables do not constitute a “work made for hire,” we irrevocably assign you all right, title, and interest throughout the world in and to the Deliverables, including all intellectual property rights therein. Notwithstanding the foregoing, the terms of this Section 5.5 are subject to your compliance with this Agreement, your full payment of applicable amounts due, and the terms of Section 6 below. You grant us a limited, nonexclusive, non-sublicensable, royalty-free worldwide license to use, host, run, copy, reproduce, process, adapt, translate, publish, transmit, display, and distribute any Deliverables that we develop in connection with the Services solely to provide the Services to you and manage your account.  We may also use the Deliverables and other information regarding you and your use of the Services for internal purposes to improve and enhance our Services and in an aggregated form to illustrate the scope of our Services for marketing and advertising purposes.
   
   5.6. Notwithstanding the provisions of the Work Made, which assigns all ownership rights of the Deliverables to Client, the parties agree to the following terms of attribution:
   (a) Designer retains the right to reproduce, publish, and display the Final Works, Deliverables, and Preliminary Works, to the extent they do not contain Client’s Confidential Information, in Designer’s portfolios and Websites, and in galleries, design periodicals, and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses.
   (b) Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project, and, if applicable, the services provided to the other party on its Website and in other professional materials, and, if not expressly objected to, include a link to the other party’s Website.
   (c) No explicit approval from the Client is required or needed for the inclusion of delivered work in Designer's portfolio if the project is publicly live or if six months have elapsed since the project's completion and delivery.
   (d) The Client hereby grants the Designer the rights to utilize the Client’s brand assets in the Designer’s portfolio as part of the presentation of the work, to the extent that it does not infringe upon the Client’s privacy. This includes the use of any publicly available brand assets of the Client for the purpose of pairing with the work showcased in the Designer's portfolio. The Designer is authorized to display these assets in a manner that accurately represents the work completed while ensuring that the Client’s privacy and confidentiality are maintained. The Designer agrees to use these assets responsibly and solely for the purpose of professional portfolio presentation.
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6. Use of Licensed Content
   6.1. Subject to compliance with this Agreement and full payment of applicable amounts due, we grant you a revocable, non-exclusive, non-transferable, royalty-free, worldwide right and license to the Licensed Content for your personal or professional use as incorporated in a Deliverable. Except as expressly provided in the license terms associated with the Licensed Content, all Licensed Content is provided and licensed only for a single use as incorporated into a Deliverable. You may broadcast, display, distribute, or reproduce that Deliverable that includes the single-use Licensed Content but only as part of that Deliverable. If you want to use the Licensed Content for another project, end product, or different use, you must purchase another license. In no event shall you use the Licensed Content on a stand-alone basis.  Except as expressly permitted by us, you agree not to, directly or indirectly, stockpile, sell, lease, sublicense, distribute, copy, reproduce, republish, reverse engineer, download, data mine, or modify any Licensed Content made available to you.
   
   6.2. Our licensors and we retain ownership over Licensed Content, whether downloaded through our stock services or incorporated into your Deliverable. We reserve the right to terminate, revoke, or withdraw all licenses upon your failure to comply with any provisions of this Agreement. In the event of any termination, you will have no further right to make use of the Licensed Content, which may include the Licensed Content that is included in your Deliverable.
   
   6.3. Client can independently purchase and manage third-party licenses by acquiring Licensed Content through their own accounts at their own expense. Client recognizes that in doing so, they must still comply with the licensor's established rules. When the Client obtains Licensed Content and tasks a designer with a project involving the Licensed Content, Client provides the Designer with a temporary access to the Licensed Content in order to fulfill the task.
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7. 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 (“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 Services, except as may be required by a court or government 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. The confidentiality obligations under this Agreement will survive for five (5) years after the termination of this Agreement.
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8. Publicity
   Unless you provide us with written notice to the contrary or of any reasonable restrictions or requirements, you agree that we may disclose that you are a Client and may use your name(s) and logo(s) in: (a) our digital, online, and printed marketing materials (including on our websites); and (b) external-facing presentations, including to individual clients and prospects.
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9. Term and Termination
   9.1. This Agreement will expire and terminate upon the expiration or termination of your account or subscription to a Service; provided that all sections of this Agreement which by their nature should survive termination will survive termination, including but not limited to, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
   
   9.2. We may terminate this Agreement at any time upon notice if you default or breach this Agreement.  Upon expiration or termination of your account or subscription to a Service, all rights under this Agreement relating to such Service will immediately terminate, and you will lose all access to the applicable Service.  If we terminate the Agreement for your breach, any licenses to Licensed Content will terminate.
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10. Disclaimer of Warranties
    Designer hereby represents warrants and covenants to Client that Designer will provide the Services in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services. Designer further represents warrants and covenants to Client that except for Third Party Materials and Client Content, the Final Deliverables shall be the original work of Designer to the best of Designer’s knowledge, the Final Works (excluding Client Content and Third Party Materials), and use of same in connection with the Project, will not violate the rights of any third parties. Client acknowledges that Designer will not conduct any type of intellectual property clearance search (e.g., copyright, trademark, utility patent, or design patent searches). If Client or any third party authorized by Client modifies or uses the Deliverables outside the scope of rights granted in this Agreement, or otherwise in violation of this Agreement, all representations and warranties of Designer shall be void.
    
    Except for the express representations and warranties stated in this Agreement, Designer makes no warranties whatsoever. Designer explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the Sevices.
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11. Indemnification/Liability
    11.1. By Client. Client agrees to indemnify, save, and hold harmless Designer from any and all damages, liabilities, costs, losses, or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances Designer shall promptly notify Client in writing of any claim or suit; (a) Client has sole control of the defense and all related settlement negotiations; and (b) Designer provides Client with commercially reasonable assistance, information, and authority necessary to perform Client’s obligations under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by Designer in providing such assistance.
    
    11.2. By Designer. Designer agrees to indemnify, save, and hold harmless Client from any and all damages, liabilities, costs, losses or expenses (collectively “Liabilities”) arising out of any meritorious claim, demand, or action by a third party which is inconsistent with Designer’s representations and warranties made herein, except in the event any such Liabilities arise directly as a result of Client’s gross negligence or misconduct, provided that (a) Client promptly notifies Designer in writing of the claim; (b) Designer shall have sole control of the defense and all related settlement negotiations; and (c) Client shall provide Designer with the assistance, information and authority necessary to perform Designer’s obligations under this section. Notwithstanding the foregoing, Designer shall have no obligation to defend or otherwise indemnify Client for any claim arising out of or due to Client Content, Third Party Materials, modifications of or content added to the Deliverables by Client or third parties, improper or illegal use of Deliverables, use of Deliverables not authorized under this Agreement, or the failure to update or maintain Deliverables.
    
    11.3. Settlement Approval. The indemnifying party may not enter into any settlement agreement without the indemnified party’s written consent.
    
    11.4. Limitation of Liability. The services and the work product of Designer are provided “as is.” In all circumstances, the maximum liability of Designer, its directors, officers, employees, design agents, and affiliates, to Client for damages for any and all causes whatsoever, and Client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the total of $50. In no event shall Designer be liable for any lost data or content, lost profits, business interruption, or for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or relating to the materials or the services provided by Designer, even if Designer has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
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12. Independent Contractor
    Designer is an independent contractor, not an employee of Client or any company affiliated with Client. Designer shall provide the Services under the general direction of Client, but Designer shall determine, in Designer’s sole discretion, the manner and means by which the Services are accomplished. This Agreement and use of our Services does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement.
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13. No Exclusivity
    The parties expressly acknowledge that this Agreement and use of our Services 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.
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14.  Links to Third-Party Platforms
    If this Site is available through any third-party platform, or if we provide links from this Site to any third-party platform, then we do not accept responsibility for any content or practices of such third parties.
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15. Digital Millennium Copyright Act
    15.1. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from this Site infringe your copyright, you may request removal of those materials from this Site by submitting written notification to us.
    
    15.2. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the ”DMCA Notice”) must include substantially the following: (a) your physical or electronic signature; (b) identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on this Site, a representative list of such works; (c) identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material; (d) adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); (e) a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law; (f) a statement that the information in the written notice is accurate; and (g) a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
    
    15.3. Our contact information to receive DMCA Notices is:
    
    Ubunzo Ltd.
    
    hi@ubunzo.com
    
    246 Stewart Green SW, Unit #6090, Calgary, AB T3H 3C8
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16. General
    16.1. No Assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned, or encumbered by operation of law or otherwise, without the prior written consent of the other party, except that this Agreement may be transferred or sold as part of a transfer or sale of the assigning party’s entire business or portion thereof relating to the Project.
    
    16.2. Force Majeure. Designer shall not be deemed in breach of this Agreement if Designer is unable to complete the Services or any portion thereof by reason of fire, earthquake, flood, hurricane or other severe weather, labor dispute, act of war, terrorism, riot or other severe civil disturbance, death, illness or incapacity of Designer or any local, state, provincial, federal, national or international law, governmental order or regulation or any other event beyond Designer’s control (collectively, “Force Majeure Event”). Upon the occurrence of any Force Majeure Event, Designer shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.
    
    16.3. Governing Law and Dispute Resolution. The formation, construction, performance, and enforcement of this Agreement shall be in accordance with the laws of Canada and the province of Alberta without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the Canadian Arbitration Association, or other forum mutually agreed to by the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. In all other circumstances, the parties specifically consent to the local, provincial, and federal courts located in the province of Alberta. The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail. Client acknowledges that Designer will have no adequate remedy at law in the event Client uses the Deliverables in any way not permitted hereunder, and hereby agrees that Designer shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein.
    
    16.4. If you have executed a separate agreement with us applicable to your access to and use of this Site or our Services, then the terms and conditions of that agreement prevail to the extent of any conflict with this Agreement. In all other cases, this Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior communications and proposals.

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Ubunzo Ltd. Website Terms & Conditions 

License
‍Unless stated otherwise, Ubunzo and/or its licensors own the intellectual property rights for all material on our website. You may access this for personal use, subject to restrictions set in these terms.
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You are not allowed to:

• Republish material from our website
• Sell, rent, or sub-license material from the website
• Reproduce, duplicate, or copy material from the website
• Redistribute content from Ubunzo
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Hyperlinking
Certain organizations may link to our website without prior written approval:

• Government agencies
• Search engines
• News organizations
• Online directory distributors
• System wide Accredited Businesses, excluding non-profits, charity shopping malls, and charity fundraising groups
• Our Clients‍
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These organizations may link to our home page, to publications, or to other Website information so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement, or approval of the linking party and its products and/or services; and (c) fits within the context of the linking party’s websites.
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We may consider and approve other link requests from the following types of organizations:

• Commonly-known consumer and/or business information sources;
• Dot.com community sites;
• Associations or other groups representing charities;
• Online directory distributors;
• Internet portals;
• Accounting, law, and consulting firms; and
• Educational institutions and trade associations.‍
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We will approve link requests from these organizations if we decide that: (a) the link would not make us look unfavorably to ourselves or to our accredited businesses; (b) the organization does not have any negative records with us; (c) the benefit to us from the visibility of the hyperlink compensates the absence of Ubunzo Ltd.; and (d) the link is in the context of general resource information.
‍These organizations may link to our home page so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services; and (c) fits within the context of the linking party’s site.
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If you are one of the organizations listed in paragraph 2 above and are interested in linking to our website, you must inform us by sending an e-mail to Ubunzo Ltd. at hi@ubunzo.com. Please include your name, your organization name, contact information as well as the URL of your site, a list of any URLs from which you intend to link to our Website, and a list of the URLs on our site to which you would like to link. Wait 1-2 weeks for a response.
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Approved organizations may hyperlink to our Website as follows:

• By use of our corporate name "Ubunzo Ltd" or "Ubunzo Studio"; or
• By use of the uniform resource locator being linked to; or
• By use of any other description of our Website being linked to that makes sense within the context and format of content on the linking party’s site.
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No use of Ubunzo Ltd.’s logo or other artwork will be allowed for linking absent a trademark license agreement.
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Content liability
We shall not be hold responsible for any content that appears on your Website. You agree to protect and defend us against all claims that is rising on your Website. No link(s) should appear on any Website that may be interpreted as libelous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.
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IFRAMES
‍Without prior approval and written permission, you may not create frames around our Website that alter in any way the visual presentation or appearance of our Website.
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‍Reservation of rights
‍We reserve the right to request that you remove all links or any particular link to our Website. You approve to immediately remove all links to our Website upon request. We also reserve the right to amend these terms and conditions and it’s linking policy at any time. By continuously linking to our Website, you agree to be bound to and follow these linking terms and conditions.
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Removal of links from our website
If you find any link on our Website that is offensive for any reason, you are free to contact and inform us any moment. We will consider requests to remove links but we are not obligated to or so or to respond to you directly.
We do not ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we promise to ensure that the website remains available or that the material on the website is kept up to date.




For more information or if you have questions, please contact us by e-mail at hi@ubunzo.com.