Effective Date: 19 December 2023

These Terms of Service (the “Terms”) govern your use of the Services (as defined below) and website [Name of Website] (and any successor or assignee website), (the “Website”), owned and operated by Outsourced Design LLC (“we”, or “us”) and/or its affiliates, having its registered address at 16192 COASTAL HIGHWAY LEWES DELAWARE 19958.

These Terms, together with the Privacy Policy and any of our policies made available on the Website at any time, is a binding contract between you (“Customer” or “you”) and us as modified or amended.

By visiting or using our Website and Services, you hereby agree to be bound by these Terms, Privacy Policy, and all applicable laws and/or regulations, which may be in effect from time to time, and you agree that you are responsible and liable for this compliance.

We reserve the right to change these Terms, Privacy Policy, and any other policy applicable to the use of Website and Services. These changes are effective immediately upon posting. When changes come into effect, the revised Terms and/or Privacy Policy shall supersede the previous version of the Terms and/or Privacy Policy. By continuing to use the Website and Services after modifications enter into force, the Customer indicates to agree to be bound by such modifications.

1. ACCEPTANCE OF THE TERMS

1.1 By clicking [Name of the acceptance button] on our Website, you agree to proceed on the basis of these Terms, our Privacy Policy, and all applicable laws and regulations governing the Website and Services.

1.2 You confirm that you are an authorized representatives of the applicable company that seeks to be our Customer and you are fully entitled to accept these Terms on behalf of such company. Each undertaking given by you in these Terms are undertakings given by the relevant company indicated by you upon registration.

1.3 If you do not agree to be bound by these Terms, Privacy Policy, and any applicable laws and regulations, you shall not use or access this Website and our Services. Please read them carefully.

1.4 You acknowledge and agree that we may revise these Terms at any time and in our sole discretion by posting the relevant revised and restated Terms on the Website with or without notice to you or consent from you. We reserve the right to modify, suspend or terminate the Website and/or any portion thereof, including any Service, and/or your use of the Website, or any portion thereof, at any time for any reason with or without notice to you or consent from you.

2. DESCRIPTION OF THE SERVICES; ACCOUNT REGISTRATION

2.1 We provide an online platform for design services offered in a form of software as a service through our Website (our services, regardless of the package you choose are hereinafter referred to as the “Service”). These Terms apply to any Service you purchase from us. For the avoidance of doubt, you hereby acknowledge and agree that we do not offer mechanical engineering and electronic engineering solutions, unless we inform you otherwise.

2.2 You are required to register through the Website to obtain an account (“Account”) according to the terms and conditions of the Website. There is no territorial limitation for accessing our Services, unless otherwise directed by applicable law.

2.3 You agree to provide true, accurate, current, and complete information about yourself as prompted by the Website›s registration form, and you agree to maintain and promptly update the registration data (including, without limitation, your payment information, your e-mail address and your shipping address (if applicable)) and style profile section of the Website to keep it true, accurate, current and complete. You are fully responsible for the correctness of the information you provide. Any losses or damages caused by the information provided by you will be within your responsibility.

2.4 You are fully responsible for your Account, including, without limitation, the login and password safety.

2.5 You hereby acknowledge that our Website is used only for subscription purposes and any communication between us and our Customers are held through emails or basecamp.com.

3. SUBSCRIPTION PLANS

3.1 We offer 3 (three) subscription plans based on the number of hours and services we offer. The plans we offer are: (1) Design Foundations (“Plan 1”), (2) Drafting & Development (“Plan 2”), (3) End-to-end Services (“Plan 3”, each a “Plan” and together the “Plans”). The details about the services we offer in each Plan, number of hours and relevant fees associated with each subscription plan is on the Website. You can access them here: [Please insert the link of your Website page where the subscription plans and fees will be given in details. Inserting them here will make it difficult to read these terms]. It can be changed subject to our discretion and will be applicable to each renewal term. By accepting these Terms, you confirm that you have read all the Plans we offer and have made an informed choice by opting one of them. The description of Plans given on the link above constitutes an integral part of these Terms.

3.2 By signing up for a subscription, you authorize us to bill your selected payment method for the applicable subscription fee, any orders, shipping charges (if any), any and all applicable taxes, and any other charges you may incur in connection with your use or non-use of the subscription plan. Subscriptions apply on a monthly basis.

3.3 Subscription fees are non-refundable except as expressly stated otherwise.

3.4 Subscription period shall start on the day of subscription and shall last for 30 days. Your subscription fee is due on the first day of each 30-day billing period (“Subscription Period”). You will be charged no more than [24 hours] prior to the start of the latest Subscription Period.

3.5 Your subscription plan will automatically renew for successive one-month term, unless you terminate your membership prior to renewing it or unless your membership is otherwise terminated by us. The renewal date is the day you›re billed each month.

3.6 If you would like to upgrade or downgrade your subscription plan, you can do it on the Website. The change will occur within 72 hours after confirming. You will be charged according to the number of days you used our Service in your 30-day billing period in addition to the fee of the new subscription plan. These payments will be made upon changing the subscription plan.

3.7 For convenience purposes, there is a chat box available on the Website.

4. CANCELLATION OF SUBSCRIPTION

4.1 If you wish to cancel the renewal of your monthly subscription, you may cancel it before the next billing date. The next billing date is the first day of the next 30-day billing period. [To cancel your renewal, you may log in to your account and follow the cancellation procedure or send us a message at support@rume.studio]. Please make sure that you receive confirmation email that your renewal is cancelled.

4.2 The cancelation will become effective on the last day of the [month/subscription plan].

4.3 All the due payments (if applicable) shall be paid by you before you cancel the subscription plan.

5. SLA AND FURTHER ACKNOWLEDGMENTS REGARDING SUBSCRIPTION PLANS

5.1 The description of the process (Service Level Agreement) of getting our Service is as follows: (i) Upon purchase of the subscription plan, the Customer is provided with access to a shared dashboard, (ii) Customer can upload a new request and provide the details about such request (“Requirements”), (iii) our project manager will assign a schedule and estimated delivery date for the task, (iv) once the task is completed by our team, the results are shared through the same shared dashboard and the Customer can provide feedback.

5.2 Tasks that require different specialists can be employed within the same month. For Plan 1, you can access one designer at a time per subscription. For Plan 2 and Plan 3, you can access 2 designers of different specializations at the same time, to the extent needed.

5.3 We are responsible for technical execution and supervision on a day-to-day basis. We are responsible for uploading the hours and presenting them to the Customer in a reasonable time upon written request.

5.4 Customer cannot request deliveries outside the stipulated dates that are set in advance.

5.5 The Customer hereby confirms that in case of variations in the inputs offered, delays may occur. We will not be responsible for any such delay.

5.6 Customer hereby acknowledges that each Plan entitles it to use the skills and services included in that particular Plan. Customer understands and confirms that the services and skills given in each Plan are not necessarily doable in one single month. The number of hours ascribed to each month is the period of time that we will spend in working for fulfilling your Requirements on a monthly basis. This does not mean that the tasks shall be completed within a month. The Customer will need to renew the subscription plans as many times as reasonably needed in order for us to fulfill the Requirements.

5.7 Customer hereby acknowledges that the unused hours (if any) during the monthly subscriptions do not transfer in the following month’s hours.

5.8 We offer packages of 40 (forty) extra hours to our Customers which are valid for 20 (twenty) working days following the date of purchase (“Extra Hours”). The price for Extra Hours is USD 2000 (two thousand) that shall be paid in advance.

6. PAYMENT TERMS AND REFFUND

6.1 We accept payments made by credit cards or bank transfers. We do not accept cash, money orders, pre-paid, or pre-loaded cards or personal check or travelers checks of any kind.

6.2 We charge you through our payment processing provider. We are not in any way responsible for any payment processes.

6.3 All payments are made in advance, upon purchasing the subscription plan or any of our Services.

6.4 When you confirm purchasing our subscription plan or any of our Service, you hereby authorize us and our authorized payment processor to charge your payment card or other payment instrument for the subscription fee or any other fees or taxes (including outstanding fees). We will charge such fees immediately upon your order. The total fee will be shown on the Website. Subscription fees exclude all goods and service tax, fees, customs, duties, levies, and other governmental assessments, all of which shall be paid by you directly (if applicable).

6.5 If our payment processor or we are not able to charge your payment method, you are responsible to designate another valid payment method.

6.6 We reserve the right to suspend or cancel your order or terminate your access to the Services in the event that we are unable to successfully charge the provided payment method.

6.7 You are solely responsible for any additional taxes (if applicable), commissions and any shipping expenses. All amounts in this section are given in US Dollars.

6.8 Customer acknowledges that Plan 1 includes Mock-ups up to USD 50 (fifty) and Plan 2 and Plan 3 include prototypes of up to USD 200 (two hundred). In case of a higher number, we will reasonably consult with the Customer separately.

6.9 We may fully or partially refund you the subscription fee if we are no longer able to render Services for any reason (except Force Majeure Event). In such case, we will refund you according to the unused hours of the subscription plan.

6.10 You may request a full or partial refund in case you think that the final product delivered by us does not meet your Requirements. In such case, you shall describe which particular Requirements are not met and shall provide the proof. We will discuss your request in a reasonable time and inform you whether your request for refund is considered or not and if it is considered, what amount of fee will be refunded.

6.11 You cannot request a full refund for minor non-compliances with the Requirements. Each request refund shall be reasonable. If you wish to make amendments to the final deliverable, refund cannot be requested.

7. NON-SOLICITATION

7.1 You hereby undertake that you will not and you will ensure that your Representatives do not, during the term of using our Services and for a period of 3 (three) years after termination of our relationship for any reason, directly or indirectly, without our prior written consent, solicit for employment or otherwise induce or attempt to influence any of our employees, officers, directors or contractors to terminate their relationship with us or solicit any of our customers and work with them.

7.2 You confirm that any communication between us shall be made through our project manager designated to you and through the communication channels we direct, unless we initiate communication with you. You and your Representatives shall not contact any of our designers of contractors without our project manager’s prior written consent during the term of using our Services.

7.3 You will be responsible for any breach of this section or other obligations of these Terms by your Representatives. You will compensate any of our damages that result from your or your Representatives’ breach of this section and these Terms.

8. CONFIDENTILIATY

8.1 From time to time we and the Customer may provide each other with written information pertaining to the sensitive and confidential information. All such materials, as well as any other information provided to each other or our representatives, regardless of the form in which it is provided or maintained (whether oral, written, electronic or otherwise) and whether prepared by parties or their representatives, are hereinafter referred to as “Confidential Information.” Confidential Information includes technical, financial, commercial, proprietary, or other information or data that is or are related to the disclosing party’s products or business that the receiving party or its representatives (as defined below) has or have received or will receive from the disclosing party or its representatives, regardless of whether such information or data is specifically designated as confidential and/or proprietary and regardless of whether such information is in written, oral, electronic, graphic, machine readable, or other form. Such Confidential Information may include, without limitation, trade secrets, know-how, research, inventions, invention discoveries, ideas, equipment, disclosures, specifications, testing methods, product and marketing plans, developmental strategies, formulations, prototypes, data set, samples, product schematics or drawings, prototypes, descriptive material, specifications, software (source code or object code), services, sales and customer information, the disclosing party’s business policies or practices, design, engineering, or manufacturing schemes and processes, patent applications, intellectual property strategies, and customer and supplier information as well as other intellectual property rights, The term “Confidential Information” shall not apply to: (1) information which becomes generally available to the public other than as a result of a disclosure by you in breach of the obligations imposed by these Terms (2) information which was available to receiving party on a non-confidential basis prior to its disclosure, (3) information which becomes available to receiving party from any third party not known by receiving party to be under any obligation of confidentiality and (4) information which is at any time developed by receiving party independently of Confidential Information. As used in this agreement, “person” means an individual or entity and the “Representatives” of any person means the affiliates, officers, directors, employees, attorneys, accountants, financial advisors and other agents and other representatives of such person.

8.2 Except as otherwise stated in these Terms, receiving party agrees that all Confidential Information will be kept in strict confidence by it and its Representatives and, without the prior express written consent of the disclosing party, will not (i) be made available through any medium where it is foreseeable that the Confidential Information could be accessed by any person other than receiving party or its Representatives or (ii) be disclosed, in whole or in part, by receiving party or its Representatives to any person, in any manner whatsoever other than disclosure to those of its Representatives who need to know such Confidential Information in connection with the Service; provided that in each case (i) receiving party will require its Representatives to be bound by the terms of these terms to the fullest extent as if they were parties hereto and (ii) receiving party will be responsible for any breach of these terms by its Representatives.

8.3 Receiving party and its Representatives may disclose Confidential Information to the extent required by law.

8.4 The receiving party shall return or destroy all Confidential Information received from the disclosing party upon disclosing party’s written request, except as otherwise required by law or copies stored in computer back-up systems.

9. PERMITTED USE OF THE WEBSITE AND SERVICES

9.1 During the term of your use of the Website and Services, we grant you a non-exclusive, revocable, non-transferable, non-sublicensable license to access the Website and use the Services.

9.2 Except as otherwise explicitly provided in these Terms, or as may be expressly permitted by applicable law, the Customer will not, directly or indirectly:
(i) reproduce, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of the Services or its technological features or measures;
(ii) use the Services for any illegal purpose or in violation of any laws and regulations, and your applicable laws;
(iii) rent, lease, sell, resell, loan, distribute, or sublicense access to any of the Services;
(iv) circumvent or disable any security or technological features or measures of the Services;
(v) use our intellectual property without express prior written authorization or in violation of these Terms;
(vi) use the Services with an intent to build a competitive product or service, or copy or substantially copy any ideas, features, functions, organization, structure, application program interface, graphics, or user interface of the Services;
(vii) use the Services in a manner that overburdens, or that threatens the integrity, performance, or availability of, the Services.

9.3 When using or offering the Service, we and the Customer may make available certain information and materials (“Original Information”) with each other. We and the Customer acknowledge and agree that we and the Customer, respectively, are solely responsible for Original Information. Accordingly, parties represent and warrant on their part that:
(i) they either are the sole and exclusive owner of Original Information that they make available through the Website, any communication platform we use, and Service or they have all rights, licenses, consents and releases that are necessary to grant to the other party the rights in such content, as contemplated under these Terms;
(ii) Original Information is not false, inaccurate, incomplete or misleading;
(iii) Original Information will not be fraudulent or involve the sale of counterfeit or stolen items;
(iv) Original Information will not infringe or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation;
(v) Original Information will not infringe or violate any applicable law;
(vi) Original Information is not defamatory, libelous, unlawfully threatening, or unlawfully harassing.

9.4 If the Customer breaches any of these terms and conditions, the Customer’s right to use the Services will be suspended or terminated in accordance with these Terms.

9.5 In the event that any project incorporates fonts that are not owned by us and require a commercial license in order for Customer to legally reproduce, distribute, or publicly display the Project (“Third-Party Font(s)”), we will inform Customer in writing that one or more Third-Party Fonts have been incorporated into the project and that Customer will need to purchase one or more licenses for the Third-Party Fonts from the rights-holder(s) of said Third Party Fonts in order to legally reproduce, distribute, or publicly display the project. Said notice will include information sufficient for Customer to identify which licenses are required and who to contact in order to purchase said license. As long as we have informed Customer of the incorporation of Third-Party Fonts as described above, Customer assumes all responsibility for any consequences as a result of a failure by Customer to purchase one or more licenses for any Third-Party Fonts incorporated into a project.

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

10. WEBSITE AND SERVICES AVAILABILITY

We use commercially reasonable efforts to maintain our Website and Services on a twenty-four (24) hours a day, seven (7) days a week basis. However, our Website and Services may be inaccessible or inoperable due to equipment malfunctions, periodic maintenance, repairs, or replacements that we undertake from time to time. Our Website and Services can be unavailable due to causes beyond our reasonable control, such as failure of telecommunication or digital transmission links, hostile network attacks, network congestion, or other failures. We have no obligation of notice prior to any such unavailability. We shall not be liable for any consequences associated with such events.

11. TERMINATION AND SUSPENSION

11.1 We and the Customer are both entitled to terminate our relationship at any time, subject to compliance with these Terms and paying all outstanding fees.

11.2 We may at any time and for any or no reason delete or suspend your right to use the Service with or without notice to you. If you have conducted any fraudulent and/or illegal activity, we reserve the right to take any necessary legal action and you may be liable for monetary losses to us.

11.3 Without limitation, we may delete or suspend your right to use the Service if (i) you violate these Terms (including section 7), any of our policy or any applicable laws, or (ii) you have late payments or you do not fulfill your payment obligations duly and fully, (iii) you communicate disrespectfully with any of our employees or contractors through the communication channels, (iv) if we are so requested by law, regulation or governmental or judicial order. We may also delete or suspend your right to use the Service if we have any reasons to believe that you have been engaged in inappropriate and/or offensive behavior. In each suspension case, any obligation of Customer to pay us for Services rendered shall remain and continue to be an ongoing obligation owed by Customer to us.

11.4 You may delete your Account at any time by ceasing all use of the Service.

11.5 Any and all sections which by their nature should survive the expiration or termination of these Terms shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of these Terms.

12. INTELLECTUAL PROPERTY

12.1 We are the sole owner and/or lawful licensee of all text, graphics, editorial content, data, formatting, graphs, designs, HTML, photographs, music, sounds, images, software, videos, designs, typefaces, intellectual property and other content (collectively “Proprietary Material”) available on the Website, excluding Original Information that you may provide. You acknowledge and agree that Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. We are the sole owner of all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials. The Proprietary Material is protected by the domestic and international laws of copyright, design, patents, and other proprietary rights and laws. It is expressly prohibited to use such Proprietary Material, other than as permitted therein, without our prior written consent.

12.2 We shall be the sole owner of all our service marks and trademarks. Any other trademarks, service marks, logos and/or trade names appearing via the Service are owned by their relevant right holders. You are strictly prohibited to copy or use any of these marks, logos or trade names without the express prior written authorization of their relevant right holder.

12.3 The implemented software and its respective licenses are property of Outsourced Design LLC, the plans include the following licenses: Plan (1) includes Adobe Suite, Rhinoceros 7 and Keyshot; Plan (2) includes Adobe Suite, Rhinoceros 7, Solidworks 2023, and Keyshot. Plan (3) includes Adobe Suite, Rhinoceros 7, Solidworks 2023, Keyshot, 3Ds Max and Corona Render.

12.4 Provided the Customer has fully and duly paid the applicable subscription fee for the corresponding Subscription Period and such funds have been received and cleared by us, all intellectual property and other rights in and to the work product delivered under the subscription for that Subscription Period shall vest in the Customer. Ownership shall become effective upon delivery of the work product at the end of the paid Subscription Period. Until such payment is received and cleared, all rights shall remain vested in us.

12.5 We warrant that we will not knowingly infringe any third-party intellectual property rights and will take reasonable steps to avoid such infringement in the performance of the Services. However, given the vast and continuously evolving nature of intellectual property worldwide, we cannot guarantee that any work product will be entirely free from third-party claims, nor do we undertake any ongoing monitoring of the IP landscape after delivery.

The Customer acknowledges and agrees that it shall bear final responsibility for conducting any intellectual property clearance—including, but not limited to, patent (utility or design), trademark, trade dress, copyright, industrial design registrations, or other rights applicable to product design and development—in the territories where the work product will be manufactured, marketed, distributed, or otherwise made public, prior to any public release or commercial use.

If the Customer requests that we perform or arrange such searches, this shall be subject to prior written agreement, and all related costs and any adjustments to the Service timelines shall be borne exclusively by the Customer. For clarity, such intellectual property clearance services are not included in any subscription plan and shall be quoted and agreed separately as an additional service.

The Customer further acknowledges that any third-party components, materials, data, specifications, or references supplied or specified by the Customer, as well as any modifications or uses of the work product made outside our control, remain the Customer’s sole responsibility, and the Customer shall secure all necessary rights or licenses.

13. WARRANTY DISCLAIMER

13.1 You acknowledge and agree that all access and use of the Website and Service is at your own risk. We cannot guarantee and do not warrant that the Website and Service are error-free, free of viruses, worms, free of harmful, illegal or other inappropriate language.

13.2 All content, including software, products, services, information, text and related graphics contained within or available through the Website are provided “AS IS” and “as available”. Under no circumstances shall we be liable for any errors or omissions in the content or information on the Website. We do not warrant or make any representations regarding suitability, availability, accuracy, reliability, completeness, or timeliness of any material of any kind contained on the Website for any purpose.

14. NO LIABILITY

Under no circumstances shall we, including our subsidiaries, affiliates, or licensors, be liable to you, any person or entity whatsoever for any direct, indirect, incidental, consequential or punitive damages or any damages or losses whatsoever. You agree to hold us, including our subsidiaries, affiliates, or licensors, harmless from any damage, claims and/or controversies that have arisen out of or in connection with your or any other party’s use of or inability to use the Service or any breach of these Terms by you or your Representatives.

15. NOTICES

Customer hereby consents to receive electronic communications from us and Customer 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. Customer 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 us or through the Website. Customer 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.

16. GOVERNING LAW AND DISPUTE RESOLUTION; ARGENTINA LABOR LAW

16.1 These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles.

16.2 Notwithstanding the specified agreement on jurisdiction, we and the Customer shall, if any dispute arises, attempt to settle it by mutual negotiations.

16.3 The jurisdiction and venue for actions related to these Terms will be the courts of the State of Delaware.

16.4 Any proceeding will be held in the [English] language, unless otherwise agreed to by the parties.

16.5 It is hereby agreed that the relevant clauses of Argentine labor law shall apply to our and our employees’ working hours, vacation days and other similar rights.

17. MISCELLANEOUS

17.1 Invalid Provision. If any provision of these Terms is held to be invalid, non-binding, or unenforceable, the remaining provisions shall remain valid and be enforced. In such event, such invalid provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and you will at least agree to accept a similar effect as the invalid, unenforceable, or non-binding provision, given the contents and purpose of these Terms.

17.2 Entire Agreement. These Terms constitute the entire understanding and agreement between the Customer and us regarding its subject matter (including the description of Plans) and supersedes any and all prior written or oral agreements between Customer and us.

17.3 Force Majeure. Neither party will be liable for delays or any failure to perform under these Terms (except for payment obligations) due to causes beyond its reasonable control and to the extent not occasioned by the fault or negligence of the delayed party, including: fire; pandemic; explosion; flood or other natural catastrophe; governmental legislation, acts, orders, or regulation; terrorist acts; or strikes or labor difficulties (each a “Force Majeure Event”). Any delay as a result of a Force Majeure Event shall last only as long as the Force Majeure Event remains beyond the reasonable control of the delayed party; provided, however, that the delayed party shall use its best efforts to minimize the delays caused by any such Force Majeure Event. Customer shall notify us in writing promptly after discovery of Force Majeure Event and the expected time of termination of Force Majeure Event.

17.4 Independent Contractors. The relationship of the parties established by these Terms is that of independent contractors, and nothing contained in these Terms shall be construed to give either party the power to direct or control the day-to-day activities of the other, or to create or be deemed to create an employment relationship, joint venture, partnership, or other agency between the parties.

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please contact us at:
support@rume.studio