Terms and Conditions

Effective Date: September 19, 2022

Overview

These Terms and Conditions ("Terms") govern the use of any projects, templates, services, or deliverables ("Projects") provided by L&D Studio LLC ("Provider") to the client ("Client") and the use of the Provider’s website located at ldstudio.llc ("Website"). By purchasing or using any Projects from Provider or accessing the Website, Client agrees to be bound by these Terms. Do not continue to use the Website if you do not agree to these Terms.

Limited Use License

Scope of License:

• Provider grants Client a non-exclusive, non-transferable, and non-sublicensable license to use the Projects solely for Client's internal business purposes.

• The Projects, including templates and processes, are intended for use by the Client only and are not to be resold, distributed, or otherwise provided to any third party without the express written consent of Provider.

Restrictions:

• Client shall not, directly or indirectly, sell, lease, license, sublicense, distribute, or otherwise transfer or exploit the Projects or any portion thereof to any third party.

• Client shall not use the Projects to create derivative works intended for resale or distribution without prior written consent from Provider.

White Label Opportunities:

• If Client is interested in reselling the Projects or using them as part of a white-label offering, Client must contact Provider to discuss and negotiate appropriate terms for a white-label license or partnership agreement.

Intellectual Property

Ownership:

• All intellectual property rights, title, and interest in and to the Projects remain with Provider. No rights or licenses are granted except as expressly set forth herein.

Proprietary Notices:

• Client shall not remove, alter, or obscure any copyright, trademark, or other proprietary notices affixed to or contained within the Projects.

Confidentiality

Confidential Information:

• Client agrees to keep confidential and not disclose, directly or indirectly, any confidential information received from Provider, including but not limited to the Projects, trade secrets, business plans, and customer data, without Provider's prior written consent.

Exceptions:

• Confidential information does not include information that (a) is or becomes public knowledge through no fault of the Client, (b) is independently developed by Client without use of or reference to Provider's confidential information, or (c) is disclosed to Client by a third party with the right to disclose it.

Liability and Indemnification

No Warranty:

• The Projects and Website are provided "as is" without warranty of any kind, express or implied. Provider does not warrant that the Projects or Website will meet Client’s requirements or that their operation will be uninterrupted or error-free.

Limitation of Liability:

• In no event shall Provider be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, arising from Client’s use of the Projects or Website.

Indemnification:

• Client agrees to indemnify, defend, and hold harmless Provider from and against any claims, liabilities, damages, losses, and expenses, including, but not limited to, reasonable legal fees, arising out of or in any way connected with Client’s breach of these Terms or use of the Projects or Website.

Dispute Resolution

Arbitration:

• Any disputes arising out of or relating to these Terms shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration will be conducted in Florida, and judgment on the arbitration award may be entered in any court having jurisdiction thereof.

Governing Law:

• These Terms shall be governed by and construed in accordance with the laws of Florida, without regard to its conflict of law principles.

Termination

Termination for Cause:

• Provider may terminate these Terms immediately upon written notice to Client if Client breaches any provision of these Terms.

Effect of Termination:

• Upon termination, Client shall immediately cease all use of the Projects and return or destroy all copies of the Projects in Client's possession or control, and provide written certification of such destruction upon Provider's request.

Audit Rights

Right to Audit:

• Provider reserves the right to audit Client's use of the Projects to ensure compliance with these Terms. Client agrees to cooperate fully with any such audit and provide access to all records and personnel necessary for Provider to complete the audit.

Data Protection

Compliance with Laws:

• Client agrees to comply with all applicable data protection and privacy laws in its use of the Projects.

Data Security:

• Client agrees to implement and maintain appropriate technical and organizational measures to protect the Projects and any personal data processed as part of the Projects from unauthorized access, use, or disclosure.

Limitation of Use

Prohibited Uses:

• Client agrees not to use the Projects for any unlawful, harmful, or unethical purposes, including but not limited to spamming, hacking, or infringing on the intellectual property rights of others.

Export Control:

• Client agrees to comply with all applicable export control laws and regulations in its use of the Projects.

Website Use

Cookies:

• The Website uses cookies to help personalize your online experience. By accessing the Website, you agree to use the required cookies. Cookies are uniquely assigned to you and can only be read by a web server in the domain that issued the cookie to you. We may use cookies to collect, store, and track information for statistical or marketing purposes to operate our website. You have the ability to accept or decline optional cookies.

License:

• Unless otherwise stated, L&D Studio and/or its licensors own the intellectual property rights for all material on the Website. All intellectual property rights are reserved. You may access this from the Website for your own personal use subjected to restrictions set in these terms and conditions.

You must not:

• Copy or republish material from the Website.

• Sell, rent, or sub-license material from the Website.

• Reproduce, duplicate, or copy material from the Website.

• Redistribute content from the Website.

Comments:

• Parts of the Website offer users an opportunity to post and exchange opinions and information in certain areas. L&D Studio does not filter, edit, publish, or review Comments before their presence on the website. Comments do not reflect the views and opinions of L&D Studio. L&D Studio reserves the right to monitor all Comments and remove any that can be considered inappropriate, offensive, or cause breach of these Terms and Conditions.

You warrant and represent that:

• You are entitled to post the Comments on our website and have all necessary licenses and consents to do so;

• The Comments do not invade any intellectual property right, including without limitation copyright, patent, or trademark of any third party;

• The Comments do not contain any defamatory, libelous, offensive, indecent, or otherwise unlawful material, which is an invasion of privacy;

• The Comments will not be used to solicit or promote business or custom or present commercial activities or unlawful activity.

You hereby grant L&D Studio a non-exclusive license to use, reproduce, edit, and authorize others to use, reproduce, and edit any of your Comments in any and all forms, formats, or media.

Hyperlinking to Our Content

Approved Organizations:

• Government agencies, search engines, news organizations, and online directory distributors may link to our Website without prior written approval.

Other Link Requests:

• We may consider and approve link requests from commonly-known consumer and/or business information sources, dot.com community sites, associations or other groups representing charities, online directory distributors, internet portals, accounting, law, and consulting firms, and educational institutions and trade associations.

Conditions for Linking:

• Links to our Website must not be deceptive, falsely imply sponsorship, endorsement, or approval of the linking party and its products or services, and fit within the context of the linking party's site.

Content Liability:

• We shall not be held responsible for any content that appears on your Website. You agree to protect and defend us against all claims that are raised on your Website.

Reservation of Rights

• We reserve the right to request that you remove all links or any particular link to our Website. You approve to immediately remove all links to our Website upon request. We also reserve the right to amend these terms and conditions and its linking policy at any time.

Removal of Links from Our Website

• If you find any link on our Website that is offensive for any reason, you are free to contact us. We will consider requests to remove links but are not obligated to or to respond to you directly.

Disclaimer

• To the maximum extent permitted by applicable law, we exclude all representations, warranties, and conditions relating to our website and the use of this website. Nothing in this disclaimer will limit or exclude our or your liability for death or personal injury; limit or exclude our or your liability for fraud or fraudulent misrepresentation; limit any of our or your liabilities in any way that is not permitted under applicable law; or exclude any of our or your liabilities that may not be excluded under applicable law.

Miscellaneous

Amendments:

• Provider reserves the right to modify these Terms at any time. Any changes will be communicated to Client in writing and will be effective upon posting on Provider's website or other communication channels.

Acceptance of Terms:

• By clicking on this website or purchasing/using any Projects from Provider, Client acknowledges that they have read, understood, and agree to be bound by these Terms and Conditions.

Contact Information:

• For any inquiries regarding these Terms or potential white-label opportunities, please contact Provider at legal@ldstudio.llc.

By purchasing or using the Projects, Client acknowledges that they have read, understood, and agree to be bound by these Terms and Conditions.