Terms of Use

Last updated: 02/13/2023

THIS TERMS OF USE AGREEMENT (the “Agreement”) constitutes a legally binding agreement by and between SIDEKICK, LLC, a limited liability company organized under the laws of the state of OKLAHOMA (“Sidekick”) and the client, whether personally or on behalf of an entity (“Client”), with regard to access and use of Sidekick’s website: https://www.artsidekick.com (the “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 Sidekick shall cease and be of no further force and effect between the parties, except that any obligation of Client to pay Sidekick for services rendered shall remain and continue to be an ongoing obligation owed by Client to Sidekick.

The Website is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Website.

1. Intellectual Property Rights

Unless otherwise indicated, the Website is the property of Sidekick and all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics of any nature and regardless of format (collectively, the “Content”) and the trademarks, service marks, and logos contained there (the “Marks”) are owned and controlled by Sidekick and are protected by copyright and trademark laws and any other applicable intellectual property law or regulation of the United States, foreign jurisdictions and international conventions. The Content and Marks are provided “As-Is” for your information and personal use only. Except as expressly provided herein, no part of the Website and no Content may be copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without Sidekick’s express prior written permission. Sidekick reserves all rights in the Website, Content and Marks.

2. Ownership of Materials

Notwithstanding Sidekick’s ownership of Submissions, as described in Paragraph 8 (“Client Feedback”), all design and original source files created on Client’s behalf (“Projects”) belong to Client, and Client shall be the sole owner of the copyright for all Projects. In the event that any operation of law would cause Sidekick to become the owner of a Project, in whole or in part, rather than Client, Sidekick irrevocably and perpetually assigns its entire interest in the Project to Client, without limitation. Client warrants that any and all materials provided to Sidekick as examples or as material to be incorporated into a project during the design process are owned by Client and do not infringe on or misappropriate any third party’s rights, including, but not limited to, all intellectual property rights and any right of publicity. Sidekick always reserves the right to share the Client's design work publicly (social media, website, etc.) unless agreed upon as stated in section 21 of this document.

3. 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.

4. User Registration

You may be required to register with the Website. Client agrees to keep any passwords confidential and will be responsible for all use of Client’s account and password. Sidekick reserves the right to remove, reclaim, or change a username Client selects if Sidekick determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

If you provide any information that is untrue, inaccurate, not current, or incomplete, Sidekick has the right to suspend or terminate your account and refuse any and all current or future use of the Website (or any portion thereof).

5. Fees and Payment

Sidekick accepts the following forms of payment:

Visa

Mastercard

American Express

Discover

Client may be required to purchase or pay a fee to access services provided by Sidekick. Client agrees to provide current, complete, and accurate purchase and account information for all purchases made via the Website. Client further agrees to promptly update account purchase and account information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact Client as needed. Sidekick may change prices at any time. All payments shall be made in U.S. dollars.

Sidekick reserves the right to correct any errors or mistakes in pricing, even if Sidekick has already requested or received payment. Sidekick also reserves the right to refuse any order placed through the Website.

6. Cancellation

Client can cancel their subscription at any time by logging into Client’s account or contacting Sidekick using the contact information provided below. Client’s cancellation will take affect at the end of the current paid term.

If Client is unsatisfied with the services provided by Sidekick, please email design@artsidekick.com.

7. 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 Sidekick 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 Sidekick or other users; Interfere with, disrupt or create an undue burden on the Website or Sidekick’s networks or servers; Use the Website in an effort to compete with Sidekick; 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 Sidekick’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 Sidekick; Use the Website in a manner inconsistent with any applicable laws, statutes or regulations.

8. Submissions and Client Feedback

Client acknowledges and agrees that any questions, comments, suggestions or other feedback or submission (each a “Submission”) shall be the sole property of Sidekick and Sidekick is under no obligation to keep a Submission confidential or take steps necessary to ensure the confidentiality of a Submission. Sidekick 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 Paragraph 2 (“Ownership of Materials”), and shall at its sole and unrestricted discretion use and disseminate a Submission for any lawful purpose without permission, acknowledgment or compensation of or to the Client. Client agrees that it has the right to articulate and put forth the Submission and Client hereby waives all claims and recourse against Sidekick for its use of the Submission in accordance with the terms hereof and in its sole discretion hereafter.

9. Management

Sidekick 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. Sidekick 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 Sidekick, without notice or liability to Client. All decisions regarding the management of the Website shall be at the sole discretion of Sidekick and shall be designed to protect Sidekick’s rights and property.

10. 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. The Website is hosted in the United States of America. Access of the Website from the EU, Asia or other region of the world may result in the applicability of laws, statutes or regulations differing from those of the United States which govern personal data collection, use or disclosure. Client’s continued use of the Website and transfer of data to the United States constitutes express consent of Client to the transfer and processing of data in the United States. Sidekick does not knowingly accept or solicit information from individuals under the age of 18. In accordance with the United States’ Children’s Online Privacy Protection Act, upon the receipt of actual knowledge that an individual under the age of 13 has provided personally identifiable information to Sidekick without parental consent, Sidekick shall delete that information as soon as reasonably practical.

11. Returns and Refunds

Sidekick 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 14 days of use, all materials produced by Sidekick are ownership of the company and are prohibited from being used by the Client in any way. Sidekick reserves the right to take appropriate legal actions against Client for breach of this paragraph.

12. Modification

Sidekick reserves the right to change, alter, modify, amend or remove anything or any content on the Website for any reason at its sole discretion. Sidekick reserves the right to modify or discontinue all or part of the Website without notice and without liability to Client.

13. Connection Interruptions

Sidekick does not guaranty 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 Sidekick’s control. Client agrees that Sidekick 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.

14. Governing Law

These Terms of Use and your use of the Website are governed by and construed in accordance with the laws of the State of Oklahoma applicable to agreements made and to be entirely performed within the State of Oklahoma, without regard to its conflict of law principles.

15. Dispute Resolution

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each "Dispute" and collectively, the “Disputes”) brought by either Client or Sidekick (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Grady, Oklahoma, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use.

In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

16. 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. Sidekick 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. Sidekick 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 Sidekick 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 Sidekick’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. Sidekick 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.

17. Limitations of Liability

Sidekick 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.

18. Indemnification

Client agrees to defend, indemnify and hold harmless, Sidekick 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, Sidekick reserves the right, at Client’s expense, to assume control and defense of any matter for which Client shall be required to indemnify Sidekick hereunder. Client agrees to cooperate with the defense of such claims.

19. User Data

Client is solely responsible for all data transmitted to or that relates to any activity Client has undertaken using the Website. Sidekick shall have no liability to Client for any loss or corruption of any such data and Client hereby waives any right of action against Sidekick from any such loss or corruption.

20. Electronic communications, transactions and signatures

Client hereby consents to receive electronic communications from Sidekick 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 Sidekick 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.

21. Showcasing Design Work

Sidekick 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 Sidekick, which in turn would void the right of Sidekick to share or discuss Client's work publicly.

22. Miscellaneous

These Terms of Use and any policies or operating rules posted by us on the Website or in respect to the Website constitute the entire agreement and understanding between Client and Sidekick. Sidekick’s failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. Sidekick may assign any or all of our rights and obligations to others at any time. Sidekick shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between Client and Sidekick as a result of these Terms of Use or use of the Website. Client agrees that these Terms of Use will not be construed against Sidekick by virtue of having drafted them. Client hereby waives any and all defenses Client may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

23. Corrections

There may be information on the Website that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. Sidekick reserves the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Website at any time, without prior notice.

24. Contact Information

For any questions or complaints regarding the Website, please contact Sidekick at: design@artsidekick.com.