THIS TERMS OF USE AGREEMENT (the “Agreement”) constitutes a legally binding agreement between Pronto Studio, a limited liability company operational out of Brisbane, Australia (“Pronto Studio”), and the client, whether personally or on behalf of an entity (“Client”), in relation to access and use of Pronto Studio's website: www.prontostudio.com.au (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 the terms, conditions, and obligations contained herein results in the express prohibition of the Client’s use of the Website. The Client is hereby instructed to discontinue use immediately. Consequently, the relationship between the Client and Pronto Studio shall cease and have no further force and effect between the parties. However, any obligation of the Client to pay Pronto Studio for services rendered shall remain and continue to be an ongoing obligation owed by the Client to Pronto Studio.

1. Intellectual Property Rights

Unless otherwise indicated, the Website is the property of Pronto Studio, and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics of any nature, regardless of format (herein, collectively or individually, the “Content”), and the trademarks, service marks, and logos contained therein (the “Marks”) are owned and controlled by Pronto Studio. They are protected by copyright and trademark laws, as well as any other applicable intellectual property law or regulation in Australia , 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 without Pronto Studio’s express prior written permission. Pronto Studio reserves all rights in the Website, Content, and Marks.

2. Ownership of Materials

Not withstanding Pronto Studio's ownership of Submissions, as described in Paragraph 4 (“Client Feedback”), all design and original source files created on the Client's behalf (“Projects”) become the property of the Client, and the Client shall be the sole owner of the copyright for all Projects. If, by operation of law, Pronto Studio would otherwise become the owner of a Project, either in whole or in part, instead of the Client, Pronto Studio unconditionally and indefinitely assigns its entire interest in the Project to the Client without any limitations. The Client confirms that any materials provided to Pronto Studio as examples or for incorporation into a project during the design process are owned by the Client and do not infringe upon or misappropriate any third party's rights, including, but not limited to, all intellectual property rights and any right of publicity. Pronto Studio always reserves the right to publicly share the Client's design work, such as on social media or the website unless otherwise agreed upon, as stated in section 18 of this document.

3. Third-Party Fonts

In the event that any Project incorporates fonts not owned by Pronto Studio and requires a commercial license for the Client to legally reproduce, distribute, or publicly display the Project (“Third-Party Font(s)”), Pronto Studio will notify the Client in writing about the inclusion of one or more Third-Party Fonts in the Project. The Client will need to purchase one or more licenses for the Third-Party Fonts from the rights-holders of said Third-Party Fonts in order to legally reproduce, distribute, or publicly display the Project. This notice will include sufficient information for the Client to identify which licenses are required and who to contact for the purchase of these licenses. As long as Pronto Studio has informed the Client about the inclusion of Third-Party Fonts as described above, the Client assumes all responsibility for any consequences arising from their failure to purchase the necessary licenses for any Third-Party Fonts incorporated into a Project.

4. User Representations

By using the Website, the 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.

5. 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 Pronto Studio 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 DesignJoy or other users;

• Interfere with, disrupt or create an undue burden on the Website or Pronto Studio’s networks or servers;

• Use the Website in an effort to compete with Pronto Studio;

• 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 Pronto Studio’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 Pronto Studio;

• Use the Website in a manner inconsistent with any applicable laws, statutes or regulations.

6. 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 Pronto Studio and Pronto Studio is under no obligation to keep a Submission confidential or take steps necessary to ensure the confidentiality of a Submission. Pronto Studio 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 Pronto Studio for its use of the Submission in accordance with the terms hereof and in its sole discretion hereafter.

7. Management and Oversight

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

8. 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 Australia. 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 Australia which govern personal data collection, use or disclosure. Client’s continued use of the Website and transfer of data to the Australia constitutes express consent of Client to the transfer and processing of data in Australia. Pronto Studio does not knowingly accept or solicit information from individuals under the age of 18. In accordance with Australia’s 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 Pronto Studio without parental consent, Pronto Studio shall delete that information as soon as reasonably practical.

9. Returns and Refunds

Pronto Studio reserves the right to deny refunds at its own discretion and without notice or liability to the Client. Refund requests are assessed on a case-by-case basis. If the Client requests a refund during the first month of use, all materials produced by Pronto Studio are the property of the company and are prohibited from being used by the Client in any way.

If a refund is deemed appropriate, a 25% fee will be applied to the remaining billable period. Pronto Studio reserves the right to take appropriate legal action against the Client for a breach of this paragraph.

10. Modification

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

11. Connection Interruptions

Pronto Studio does not guarantee or warrant that the Website will be available and accessible at all times. Issues with hardware, software, or other factors may lead to interruption delays or errors that are beyond Pronto Studio's control. The Client acknowledges that Pronto Studio shall not be held liable for any loss, damage, or inconvenience caused by the Client's inability to access or use the Website during any interruption in the connection or service.

12. Governing Law

These Terms of Use shall be governed by and construed in accordance with the laws within Australia without regard to conflict of law principles.

13. Litigation

Any legal action of any nature shall be brought in the courts within Australia. The parties herein consent to personal jurisdiction in these courts and waive all defenses of lack of personal jurisdiction and forum non conveniens concerning venue and jurisdiction. The application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act is excluded from these Terms of Use/Conditions.

14. 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. Pronto Studio 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. Pronto Studio 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 Pronto Studio 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 Pronto Studio’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. Pronto Studio 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.

15. Limitations of Liability and Indemnification

Pronto Studio and its directors, employees, members, independent contractors, or agents shall not be liable to Client or any third party for any direct, indirect, consequential, incidental, special, or punitive damages, including lost profit, lost revenue, lost data, attorneys’ fees, court costs, fines, forfeitures, or other damages or losses arising from Client’s use of the Website. Client agrees to defend, indemnify, and hold harmless Pronto Studio 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 Pronto Studio's representations and warranties set forth herein; (4) Pronto Studio's violation of the rights of any third party, including but not limited to intellectual property rights.

Notwithstanding the foregoing, Pronto Studio reserves the right, at Pronto Studio's expense, to assume control and defense of any matter for which Pronto Studio shall be required to indemnify Pronto Studio hereunder. Pronto Studio agrees to cooperate with the defense of such claims.

16. User Data

Pronto Studio is solely responsible for all data transmitted to or related to any activity Pronto Studio has undertaken using the Website. Pronto Studio shall bear no liability to Pronto Studio for any loss or corruption of such data. Pronto Studio hereby waives any right of action against Pronto Studio for any such loss or corruption.

17. Electronic Communications, Transactions, and Signatures

Pronto Studio hereby consents to receive electronic communications from Pronto Studio and agrees that all agreements, notices, disclosures, and other communications sent via email or through the Website satisfy any legal requirement for such communication to be in writing. Pronto Studio agrees to the use of electronic signatures, contracts, orders, and other records, as well as electronic delivery of notices, policies, and records of transactions initiated or completed by Pronto Studio or through the Website. Pronto Studio hereby waives any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction that necessitate an original signature, delivery, or retention of non-electronic records or payments or the granting of credits by any means other than electronic.

18. Showcasing Design Work

Pronto Studio reserves the right to share design work on digital channels, including social media and the website, unless otherwise agreed upon. The Client retains the right to issue an NDA between themselves and Pronto Studio, which would void Pronto Studio's right to share or discuss The Client's work publicly.

19. Miscellaneous

These Terms of Use and any policies posted on the Website or related to the Website constitute the entire agreement and understanding between the Client and Pronto Studio. Failure of Pronto Studio to enforce any right or provision of these Terms of Use shall not be considered a waiver of such right or provision. If any provision or part of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision shall be separated from these Terms of Use but shall not otherwise affect the validity or enforceability of the remaining provisions herein. Nothing in these Terms of Use, the Privacy Policy, or on the Website shall be construed to constitute the formation of a joint venture, partnership, employment, or agency relationship between the Client and Pronto Studio.

20. Contact Information

For any questions or complaints regarding the Website, please contact Pronto Studio at: info@prontostudio.com.au