Terms of service
THIS TERMS OF SERVICE AGREEMENT (the "Agreement") constitutes a legally binding agreement by and between WONDERUP, LLC, a limited liability company organized under the laws of the State of Delaware ("WonderUp," "we," "us," or "our"), and the client, whether personally or on behalf of an entity ("Client," "you," or "your"), with regard to your access to and use of WonderUp's website located at https://wonderup.io/ (the "Website"), the subscription-based design and development services offered by WonderUp (the "Services"), and any other media form, channel, mobile website, or mobile application related, linked, or otherwise connected thereto.
By accessing the Website or subscribing to the Services, you acknowledge that you have read, understood, and agree to be bound by all of the terms and conditions of this Agreement. If you do not agree with any part of this Agreement, you must discontinue use of the Website and Services immediately.
Any obligation of Client to pay WonderUp for Services rendered prior to termination shall survive and remain an ongoing obligation owed by Client to WonderUp.
1. Definitions
"Content" means all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics of any nature, regardless of format, available on or through the Website.
"Marks" means the trademarks, service marks, and logos owned by WonderUp and displayed on the Website.
"Projects" means all design and original source files created by WonderUp on Client's behalf pursuant to the Services.
"Services" means the subscription-based web design, Webflow development, and related creative services offered by WonderUp.
"Submission" means any question, comment, suggestion, feedback, or other communication provided by Client to WonderUp.
"Subscription" means the recurring plan selected by Client to access the Services, as described in Section 9.
2. Intellectual Property Rights
Unless otherwise indicated, the Website is the proprietary property of WonderUp, and all Content and Marks are owned or controlled by WonderUp and are protected by copyright, trademark, and other applicable intellectual property laws 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. Except as expressly provided in this Agreement, no part of the Website, Content, or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever without WonderUp's express prior written permission.
WonderUp reserves all rights not expressly granted to Client in this Agreement.
3. Ownership of Project Materials
All Projects created by WonderUp on Client's behalf shall be the sole property of Client, and Client shall own the copyright for all such Projects, subject to the following conditions:
(a) Ownership of Projects transfers to Client upon receipt of full payment for the applicable billing period in which the Project was created.
(b) In the event that any operation of law would cause WonderUp to become the owner of a Project, in whole or in part, WonderUp irrevocably and perpetually assigns its entire interest in the Project to Client, without limitation.
(c) Client represents and warrants that any and all materials provided to WonderUp as examples or as material to be incorporated into a Project ("Client Materials") are owned by Client and do not infringe on or misappropriate any third party's rights, including all intellectual property rights and any right of publicity.
(d) WonderUp reserves the right to showcase and share Client's design work publicly, including on social media, the Website, and other digital channels, as further described in Section 19.
4. Third-Party Fonts and Licenses
In the event that any Project incorporates fonts not owned by WonderUp that require a commercial license for Client to legally reproduce, distribute, or publicly display the Project ("Third-Party Fonts"), WonderUp will inform Client in writing of the following:
(a) Which Third-Party Fonts have been incorporated into the Project;
(b) Which licenses are required; and
(c) The rights-holder(s) from whom Client may purchase the required licenses.
Upon receipt of such notice, Client assumes all responsibility for obtaining the necessary licenses and for any consequences arising from a failure to do so.
5. Client Representations
By using the Website or subscribing to the Services, Client represents and warrants that:
(a) Client has the legal capacity to enter into this Agreement and agrees to comply with these Terms of Service;
(b) Client is not a minor in the jurisdiction of their domicile;
(c) Client will not access the Website through automated or non-human means, whether through a bot, script, or otherwise;
(d) Client will not use the Website or Services for any illegal or unauthorized purpose; and
(e) Client's use of the Website and Services will not violate any applicable law or regulation.
6. Prohibited Activities
Client shall not access or use the Website for any purpose other than that for which the Website and Services are made available. The Website may not be used in connection with any commercial endeavor except those related to the Services performed by WonderUp on behalf of Client. Client agrees to refrain from the following:
(a) Making any unauthorized use of the Website, including collecting usernames and/or email addresses by electronic or other means;
(b) Retrieving data or content for purposes of creating or compiling a database or directory;
(c) Circumventing, disabling, or interfering with security-related features of the Website;
(d) Engaging in unauthorized framing or linking of the Website;
(e) Tricking, defrauding, or misleading WonderUp or other users;
(f) Interfering with, disrupting, or creating an undue burden on the Website, WonderUp's networks, or servers;
(g) Using the Website in an effort to compete with WonderUp or to build a competing product or service;
(h) Deciphering, decompiling, disassembling, or reverse engineering any software comprising any part of the Website;
(i) Harassing, annoying, intimidating, or threatening any WonderUp employees, contractors, or agents;
(j) Uploading or transmitting viruses, Trojan horses, or other malicious material;
(k) Deleting copyright or proprietary rights notices from any Content; and
(l) Using the Website in a manner inconsistent with any applicable laws, statutes, or regulations.
7. Client Feedback and Submissions
Client acknowledges and agrees that any Submissions provided to WonderUp shall become the sole property of WonderUp. WonderUp is under no obligation to maintain the confidentiality of any Submission and shall be the sole and exclusive owner of all rights related to the Submission, except to the extent that rights are granted to Client under Section 3 (Ownership of Project Materials).
WonderUp may, at its sole and unrestricted discretion, use and disseminate any Submission for any lawful purpose without permission, acknowledgment, or compensation to Client. Client represents that it has the right to provide such Submissions and hereby waives all claims against WonderUp arising from WonderUp's use of any Submission.
8. Website Management and Oversight
WonderUp reserves the right, but not the obligation, to: (a) monitor the Website for violations of this Agreement; (b) take appropriate legal action against anyone who, in WonderUp's sole discretion, violates the law or this Agreement; (c) refuse, restrict, or disable access to the Website at WonderUp's sole discretion, without notice or liability to Client. All decisions regarding the management of the Website shall be at the sole discretion of WonderUp.
9. Subscription Terms and Billing
9.1 Subscription Plans
WonderUp offers subscription-based Services at various tiers, each with defined scope, deliverables, and pricing as described on the Website. By selecting a Subscription plan, Client agrees to pay the recurring fees associated with that plan at the intervals specified (monthly or as otherwise agreed).
9.2 Billing and Payment
Client authorizes WonderUp to charge the payment method on file at the beginning of each billing cycle. All fees are quoted and payable in U.S. Dollars unless otherwise agreed in writing. Fees are non-refundable except as expressly stated in Section 10.
9.3 Failed Payments
In the event of a failed payment, WonderUp will notify Client and provide a grace period of five (5) business days to update payment information. If payment is not received within the grace period, WonderUp reserves the right to suspend the Services until the outstanding balance is resolved. Continued failure to pay may result in termination of the Subscription and this Agreement.
9.4 Price Changes
WonderUp reserves the right to modify Subscription pricing. Any price changes will be communicated to Client at least thirty (30) days prior to the next billing cycle. Continued use of the Services after a price change takes effect constitutes acceptance of the new pricing.
10. Pausing, Cancellation, and Refunds
10.1 Pausing a Subscription
Client may pause their Subscription at any time by providing written notice to WonderUp at hello@wonderup.io or through the Website dashboard, where applicable. Upon pausing:
(a) Client's billing cycle will be suspended effective at the end of the current billing period;
(b) Any active design or development requests will be placed on hold until the Subscription is resumed;
(c) Client's current plan and pricing will be retained for a period of up to ninety (90) days from the date of pausing;
(d) If the Subscription is not resumed within ninety (90) days, it will be automatically canceled; and
(e) Unused time or requests within a billing period do not roll over and are not refundable.
10.2 Cancellation
Client may cancel their Subscription at any time by providing written notice to WonderUp at hello@wonderup.io or through the Website dashboard, where applicable. Upon cancellation:
(a) Client will retain access to the Services through the end of the current billing period;
(b) No refunds will be issued for partial billing periods;
(c) All completed Projects and deliverables remain Client's property pursuant to Section 3, subject to full payment of all outstanding fees;
(d) Any work in progress at the time of cancellation will be delivered to Client in its then-current state within ten (10) business days; and
(e) WonderUp will provide Client with all final source files and assets within ten (10) business days of the effective cancellation date, provided all outstanding fees have been paid.
10.3 Refunds
Refund requests are assessed on a case-by-case basis at WonderUp's discretion, subject to the following guidelines:
(a) No refunds will be issued for completed work or for billing periods in which Services were rendered;
(b) If Client cancels within the first fourteen (14) days of their initial Subscription and no deliverables have been produced, Client may request a full refund;
(c) If a refund is issued during the first month of use before any deliverables have been finalized, all materials and work product produced by WonderUp during that period shall remain the property of WonderUp and may not be used by Client in any way; and
(d) WonderUp reserves the right to take appropriate legal action against Client for unauthorized use of materials following a refund under subsection (c).
11. Termination
11.1 Termination by Client
Client may terminate this Agreement at any time by canceling their Subscription in accordance with Section 10.2.
11.2 Termination by WonderUp
WonderUp may terminate this Agreement and Client's access to the Website and Services at any time, with or without cause, upon written notice to Client. Grounds for termination include, but are not limited to: (a) Client's material breach of this Agreement; (b) Client's failure to pay fees when due; (c) Client's engagement in Prohibited Activities as described in Section 6; or (d) Client's insolvency or bankruptcy.
11.3 Effects of Termination
Upon termination of this Agreement: (a) Client's right to access the Website and Services shall immediately cease; (b) each party shall return or destroy all confidential information of the other party; (c) Client's obligation to pay all outstanding fees shall survive termination; and (d) Sections 2, 3, 7, 14, 15, 16, and 17 shall survive termination.
12. Privacy Policy
By using the Website, Client agrees to be bound by WonderUp's Privacy Policy, which is incorporated herein by reference. The Website is hosted in the United States of America. Access to the Website from the European Union, Asia, or other regions may result in the applicability of laws governing personal data that differ from those of the United States.
Client's continued use of the Website and transfer of data to the United States constitutes Client's express consent to the transfer and processing of data in the United States. WonderUp does not knowingly accept or solicit information from individuals under the age of 18. In accordance with the Children's Online Privacy Protection Act (COPPA), upon receiving actual knowledge that an individual under the age of 13 has provided personally identifiable information to WonderUp without parental consent, WonderUp shall delete such information as soon as reasonably practical.
13. Modifications to Terms
WonderUp reserves the right to modify this Agreement at any time. Material changes to this Agreement will be communicated to Client via email or through a prominent notice on the Website at least fifteen (15) days prior to the changes taking effect. Continued use of the Website or Services after the effective date of any modifications constitutes Client's acceptance of the revised Agreement. If Client does not agree to the modified terms, Client must cancel their Subscription and discontinue use of the Website and Services before the changes take effect.
14. Service Availability and Interruptions
WonderUp does not guarantee that the Website or Services will be available at all times without interruption. Issues with hardware, software, third-party providers, or other circumstances may result in delays or errors beyond WonderUp's control. Client agrees that WonderUp shall not be liable for any loss, damage, or inconvenience caused by Client's inability to access or use the Website or Services during any period of interruption.
15. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations under this Agreement where such failure or delay results from circumstances beyond the reasonable control of that party, including but not limited to: acts of God, natural disasters, pandemics, epidemics, government actions, war, terrorism, labor disputes, power failures, internet or telecommunications failures, or cyberattacks ("Force Majeure Event").
The affected party shall provide prompt written notice to the other party of the Force Majeure Event and shall use commercially reasonable efforts to mitigate the effects of such event. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate this Agreement upon written notice.
16. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.
17. Dispute Resolution
17.1 Informal Resolution
Before initiating any formal dispute resolution proceedings, the parties agree to first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiation for a period of thirty (30) days following written notice of the dispute.
17.2 Arbitration
If the parties are unable to resolve a dispute through informal negotiation, any dispute, controversy, or claim arising out of or relating to this Agreement shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in the State of Delaware or, at the mutual agreement of the parties, virtually. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
17.3 Litigation
To the extent that arbitration is found to be inapplicable or unenforceable, any legal action of whatever nature shall be brought exclusively in the state or federal courts located in the State of Delaware. The parties consent to personal jurisdiction in said courts and waive all defenses of lack of personal jurisdiction and forum non conveniens. The application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are expressly excluded from this Agreement.
17.4 Class Action Waiver
To the fullest extent permitted by law, Client agrees that any dispute resolution proceeding will be conducted only on an individual basis and not in a class, consolidated, or representative action.
18. Disclaimer of Warranties
THE WEBSITE AND SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. CLIENT AGREES THAT USE OF THE WEBSITE AND SERVICES IS AT CLIENT'S SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WONDERUP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE, SERVICES, AND CLIENT'S USE THEREOF, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
WONDERUP MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE'S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE WEBSITE AND ASSUMES NO LIABILITY FOR ANY: (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS; (B) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM CLIENT'S ACCESS TO AND USE OF THE WEBSITE OR SERVICES; (C) UNAUTHORIZED ACCESS TO OR USE OF WONDERUP'S SECURE SERVERS AND/OR ANY PERSONAL OR FINANCIAL INFORMATION STORED THEREIN; (D) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE; OR (E) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE TRANSMITTED THROUGH THE WEBSITE BY ANY THIRD PARTY.
19. Limitation of Liability and Indemnification
19.1 Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, WONDERUP AND ITS DIRECTORS, EMPLOYEES, MEMBERS, INDEPENDENT CONTRACTORS, AND AGENTS SHALL NOT BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOST DATA, ATTORNEYS' FEES, OR OTHER DAMAGES ARISING FROM CLIENT'S USE OF THE WEBSITE OR SERVICES, REGARDLESS OF THE THEORY OF LIABILITY.
19.2 Liability Cap
IN NO EVENT SHALL WONDERUP'S TOTAL AGGREGATE LIABILITY TO CLIENT FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO WONDERUP DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
19.3 Indemnification
Client agrees to defend, indemnify, and hold harmless WonderUp and its subsidiaries, affiliates, officers, members, agents, partners, employees, and independent contractors from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, arising out of or related to: (a) Client's use of the Website or Services; (b) Client's breach of this Agreement; (c) any breach of Client's representations and warranties set forth herein; (d) Client's violation of the rights of any third party, including intellectual property rights; or (e) any harmful act toward any other user of the Website.
Notwithstanding the foregoing, WonderUp reserves the right, at Client's expense, to assume the exclusive defense and control of any matter for which Client is required to indemnify WonderUp, and Client agrees to cooperate with WonderUp's defense of such claims.
20. Client Data
Client is solely responsible for all data transmitted to or that relates to any activity Client has undertaken using the Website or Services. WonderUp shall have no liability to Client for any loss or corruption of such data, and Client hereby waives any right of action against WonderUp arising from any such loss or corruption.
21. Electronic Communications, Transactions, and Signatures
Client hereby consents to receive electronic communications from WonderUp and 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 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 WonderUp or through the Website.
22. Showcasing Design Work
WonderUp reserves the right to showcase and share design work created for Client on digital channels, including social media, the Website, portfolio platforms, and other marketing materials, unless otherwise agreed upon in writing. Client may restrict this right by executing a Non-Disclosure Agreement (NDA) with WonderUp, which shall supersede this section to the extent of any conflict.
Where WonderUp showcases Client's work, WonderUp agrees to present the work in a professional manner and, where reasonably practical, to credit Client as the brand or project owner.
23. Service Level Expectations
WonderUp will use commercially reasonable efforts to deliver Services in accordance with the turnaround times, revision policies, and communication standards described on the Website for Client's selected Subscription plan. Specific service level expectations, including estimated turnaround times, number of active requests, and revision processes, are outlined on the Website and may be updated from time to time. In the event of a conflict between the service level expectations on the Website and this Agreement, this Agreement shall prevail.
24. Miscellaneous
Entire Agreement. This Agreement and any policies posted on the Website constitute the entire agreement and understanding between Client and WonderUp and supersede all prior agreements and understandings, whether written or oral.
Severability. If any provision of this Agreement is determined to be unlawful, void, or unenforceable, that provision shall be severed and shall not affect the validity or enforceability of the remaining provisions.
Waiver. The failure of WonderUp to enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.
Assignment. WonderUp may assign its rights and obligations under this Agreement without restriction. Client may not assign this Agreement or any rights hereunder without WonderUp's prior written consent.
No Joint Venture. Nothing in this Agreement shall be construed to constitute a joint venture, partnership, employment, or agency relationship between Client and WonderUp.
Headings. The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.
25. Contact Information
For any questions, complaints, or notices regarding this Agreement or the Website, please contact WonderUp at:
WonderUp, LLC
Email: hello@wonderup.io
Website: https://wonderup.io
