Terms and Conditions

Updated on January 18, 2024

THIS TERMS OF USE AGREEMENT (the “Agreement”) constitutes a legally binding agreement by and between CALDERWOOD GROUPE, LLC, a limited liability company organized under the laws of the state of Delaware (“Eleven12 Agency”) and the client, whether personally or on behalf of an entity (“Client”), concerning access and use of Eleven12 Agency’s website: www.eleventwelve.agency (the “Website”) and any other media form, channel, mobile website, or mobile application related, linked, or otherwise connected thereto. Failure to agree to and adhere to all 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. Subsequently, the relationship between Client and Eleven12 Agency shall cease to have any force and effect, except for any ongoing obligation of the Client to pay Eleven12 Agency for services rendered, which shall continue as an ongoing obligation owed by the Client to Eleven12 Agency.

1. Intellectual Property Rights

The Website is owned by Eleven12 Agency, and this includes all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics (collectively or individually referred to as the “Content”), along with all trademarks, service marks, and logos (the “Marks”). These are exclusively owned and controlled by Eleven12 Agency, protected under copyright and trademark laws, and other relevant intellectual property laws and regulations of the United States, foreign jurisdictions, and international conventions. The Content and Marks are provided on an “As-Is” basis for your information and personal use only. No part of the Website or the Content may be copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose without the express prior written consent of Eleven12 Agency. Eleven12 Agency reserves all rights in the Website, its Content, and Marks.

3. Third-Party Fonts

Should any Project developed by Eleven12 Agency include fonts not owned by Eleven12 Agency that necessitate a commercial license for the Client to legally reproduce, distribute, or publicly display the Project (“Third-Party Fonts”), Eleven12 Agency will notify the Client in writing. This notification will detail the inclusion of Third-Party Fonts in the Project and advise that the Client is responsible for acquiring the necessary licenses from the respective rights-holders of these Third-Party Fonts. The notice will provide adequate information for the Client to identify the required licenses and the contacts for purchasing them. Once Eleven12 Agency has informed the Client about the use of Third-Party Fonts as mentioned, the Client will bear all responsibility for any consequences stemming from the failure to acquire appropriate licenses for any Third-Party Fonts used in the Project.

5. Prohibited Activities

The Client is obligated to use the Website solely for its intended purposes and must not engage in any commercial activities not related to the services provided by Eleven12 Agency. Additionally, the Client is required to avoid the following actions: unauthorized use of the Website; extracting data or content for creating or compiling a database or directory; circumventing, disabling, or interfering with any security features of the Website; unauthorized framing or linking to the Website; deceiving, defrauding, or misleading Eleven12 Agency or other users; causing disruption or undue burden on the Website or Eleven12 Agency's networks or servers; using the Website in competition with Eleven12 Agency; decrypting, decompiling, disassembling, or reverse engineering any software that is part of the Website; bypassing any measures designed to restrict access to the Website; harassing, intimidating, or threatening any of Eleven12 Agency’s employees, contractors, or agents; removing copyright or other proprietary notices from any content; copying or modifying the Website’s software; uploading or transmitting viruses, Trojan horses, or other harmful materials that interfere with the use of the Website or that act as passive or active information collection mechanisms; disparaging, tarnishing, or causing harm to Eleven12 Agency; and using the Website in any manner that violates applicable laws, statutes, or regulations.

6. Client Feedback

The Client understands and concurs that any queries, comments, suggestions, or other forms of feedback or submissions (collectively referred to as a “Submission”) will become the exclusive property of Eleven12 Agency. Eleven12 Agency is not obligated to maintain the confidentiality of a Submission or to take any steps to ensure its privacy. Eleven12 Agency will own all rights associated with the Submission, except where rights are allocated to the Client as specified in Paragraph 2 (“Ownership of Materials”). Eleven12 Agency reserves the right to use and share the Submission at its sole discretion for any lawful purpose without requiring permission, recognition, or compensation to the Client. The Client affirms their authority to provide the Submission and waives any claims or legal actions against Eleven12 Agency for its use of the Submission as per these terms and at Eleven12 Agency’s discretion.

7. Management and Oversight

Eleven12 Agency retains the authority to supervise the Website for any breaches of these Terms of Use and to initiate suitable legal action in response to any violations of these Terms or any applicable laws, statutes, or regulations. Eleven12 Agency also reserves the right to limit or deny access to the Website or to disable the Client’s usage of the Website at its sole discretion, without any obligation to provide notice or bear liability towards the Client. All decisions related to the management of the Website are at the exclusive discretion of Eleven12 Agency and are aimed at safeguarding Eleven12 Agency’s rights and property.

8. Privacy Policy

By utilizing the Website, the Client consents to adhere to the Privacy Policy, with its terms specifically outlined and incorporated into this Agreement. The Website is hosted in the United States of America. Accessing the Website from the European Union, Asia, or other regions of the world may be subject to laws, statutes, or regulations different from those in the United States, particularly concerning the collection, use, or disclosure of personal data. The Client's ongoing use of the Website and the transfer of data to the United States signify the Client’s explicit agreement to the transfer and processing of such data in the United States. Eleven12 Agency does not intentionally collect or solicit information from individuals under the age of 18. In compliance with the United States’ Children’s Online Privacy Protection Act, if Eleven12 Agency becomes aware that an individual under the age of 13 has provided personally identifiable information without parental consent, Eleven12 Agency will promptly delete such information.

9. Returns and Refunds

Eleven12 Agency maintains the discretion to deny refund requests without any obligation to notify the Client or assume liability. Each refund request is evaluated individually. In cases where a Client seeks a refund within the first month of service, all materials produced by Eleven12 Agency remain the property of Eleven12 Agency and cannot be used by the Client under any circumstances. If a refund is considered suitable, a fee amounting to 25% of the remaining billable period will be applied. Eleven12 Agency reserves the right to pursue legal action against the Client for any violation of this policy.

10. Modification

Eleven12 Agency reserves the full authority to change, alter, modify, amend, or remove any aspect or content of the Website at its sole discretion. Eleven12 Agency also retains the right to modify or discontinue the entire Website or parts of it without prior notice and without incurring any liability to the Client.

11. Connection Interruptions

Eleven12 Agency cannot guarantee or warrant that the Website will be continuously available and accessible. Interruptions, delays, or errors may occur due to issues with hardware, software, or other factors beyond the control of Eleven12 Agency. The Client acknowledges and agrees that Eleven12 Agency is not liable for any loss, damage, or inconvenience suffered due to the Client's inability to access or use the Website during any interruptions in service or connectivity.

12. Governing Law

These Terms of Use are to be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding any principles of conflicts of law.

13. Litigation

Any legal action arising from or related to these Terms of Use shall be filed in the state courts of Kent County, Dover, Delaware, or in the United States District Court for the District of Delaware. The parties to this Agreement hereby agree to submit to the personal jurisdiction of these courts and waive any defense related to lack of personal jurisdiction or improper venue (forum non conveniens). This Agreement explicitly excludes the application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act.

14. Disclaimer

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 solely at their own risk. Eleven12 Agency expressly 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, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Eleven12 Agency makes no warranty or representation regarding the accuracy, completeness, or reliability of the Website or any content therein, or any content of websites linked to the Website. Eleven12 Agency will not be liable for any errors, inaccuracies, or mistakes in content and materials, personal injury or property damage of any kind, unauthorized access to or use of Eleven12 Agency's secure servers and/or any personal or financial information stored therein, interruption or cessation of transmission to or from the Website, any harmful components such as viruses or Trojan horses that may be transmitted to or through the Website by any third party, or for any loss or damage of any kind incurred as a result of using any content posted, transmitted, or otherwise made available via the Website. Eleven12 Agency does not endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Website, any hyperlinked website, or any website or mobile application featured in any advertising.

15. Limitations of Liability and Indemnification

Eleven12 Agency and its directors, employees, members, independent contractors, or agents shall not be liable to the Client or any third party for any direct, indirect, consequential, incidental, special, or punitive damages. This includes, but is not limited to, lost profits, lost revenue, lost data, attorney’s fees, court costs, fines, forfeitures, or any other damages or losses arising from the Client’s use of the Website. The Client agrees to defend, indemnify, and hold harmless Eleven12 Agency 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 attorney’s fees and expenses, made by any third party due to or arising out of: (1) the Client’s use of the Website; (2) breach of these Terms of Use; (3) any breach of the Client’s representations and warranties set forth herein; (4) the Client’s violation of the rights of any third party, including but not limited to intellectual property rights. Eleven12 Agency reserves the right, at the Client’s expense, to assume control and defense of any matter for which the Client is required to indemnify Eleven12 Agency. The Client agrees to cooperate with the defense of such claims.

16. User Data

The Client is solely responsible for all data transmitted or related to any activity they undertake using the Website. Eleven12 Agency is not liable for any loss or corruption of such data, and the Client hereby waives any right to take action against Eleven12 Agency for any such loss or corruption.

17. Electronic Communications, Transactions, and Signatures

The Client agrees to receive electronic communications from Eleven12 Agency and acknowledges that all agreements, notices, disclosures, and other communications provided via email or through the Website fulfill any legal requirement for such communications to be in writing. The Client consents to the use of electronic signatures, contracts, orders, and other records, and to the electronic delivery of notices, policies, and records of transactions initiated or completed by Eleven12 Agency or via the Website. The Client waives any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction that necessitate an original signature or the delivery or retention of non-electronic records, or to payments or the granting of credits by non-electronic means.

18. Showcasing Design Work

Eleven12 Agency reserves the right to showcase design work on digital platforms, such as social media and the company website, unless a different agreement is in place. The Client has the option to enter into a Non-Disclosure Agreement (NDA) with Eleven12 Agency. In such cases where an NDA is executed, Eleven12 Agency's right to publicly share or discuss the Client's work will be nullified.

19. Miscellaneous

These Terms of Use, along with any policies displayed on the Website, represent the complete agreement and understanding between the Client and Eleven12 Agency. The failure of Eleven12 Agency to exercise any right or enforce any provision of these Terms of Use does not constitute a waiver of such right or provision. Should any part of these Terms of Use be deemed unlawful, void, or unenforceable, that part will be severed from these Terms of Use, but this will not affect the validity or enforceability of the remaining provisions. Nothing within these Terms of Use, the Privacy Policy, or on the Website is intended to create a joint venture, partnership, employment, or agency relationship between the Client and Eleven12 Agency.

20. Contact Information

Should you have any questions or concerns regarding the Website, please reach out to Eleven12 Agency at: clients@eleventwelve.agency.