Products & Services Terms and Conditions of Use

These Terms of Service (this “Agreement”) between Meticular LLC (“we”, “us” or “Meticular”) and the Client (“you” or the “Client”) govern your access and use of our website and platform made available through https://meticular.co (this “Website”) and the subscription or other services we provide (the “Services”).

1. Acceptance By using the Website or Services in any manner, you are bound by these Terms of Service, as well as the Incorporated Terms identified below (collectively, the “Terms”). If you do not agree to the Terms, then do not use the Website or Services. If you are accepting these Terms on behalf of a company, organization, government, or other legal entity, you represent and warrant that (a) you are authorized to do so, (b) the entity agrees to be legally bound by the Terms, and (c) neither you nor the entity are barred from using the Services or accepting the Terms under the laws of the applicable jurisdiction.

We may update this Agreement from time to time. By continuing to use this Website and the Services after the update, you accept the update in its entirety. All updates are effective upon posting. We encourage you to check the “Terms of Service” link on the home page each time you visit this Website, so you are aware of any updates.

2. Scope These Terms govern your use of the Website and the Services. Except as otherwise specified, these Terms do not apply to Third-Party Products, which are governed by their own terms of service.

3. Client Accounts and Client Data You are solely responsible for all data transmitted to or that relates to any activity you have undertaken using the Website, the Services, or third-party software used to run the Services (e.g. Trello), including account information, Client Materials, Client Feedback. Meticular shall have no liability to Client for any loss or corruption of any such data and Client hereby waives any right of action against Meticular from any such loss or corruption.

4. Client-Added Users You can add users to the Meticular provided website (“Client-Added User”). The creator of Client’s subscription is the account owner (“Account Owner”). Each Client Account may have one or more people identified as administrators (each, an “Administrator”) by the Account Owner or another Administrator. The Account Owner and Administrators can add, modify or remove Users from the Client account as well as manage their permissions and access to Client Materials and Completed Requests. If the Account Owner or Administrator adds a Client-Added User to a Client Account, the Client represents and warrants that the Administrator and Client have obtained all necessary consents from that person to be added. If Client enables account management services which allows employees, independent contractors, agents, or representatives to manage the Client account, Administrators, and Client-Added Users, Client represents and warrants that all such persons are authorized to do so on behalf of Client.

If you are a Client-Added User, the Administrator may control access to, delete, or re-assign ownership to the Client Materials you upload and requests you create on the account you access for Client. Meticular is not responsible or liable for any actions taken by Administrators, Client-Added Users, or Collaborators that are unauthorized by Client. It is the responsibility of the Administrators to ensure that Client-Added Users are assigned the appropriate permissions and that unauthorized Client-Added Users are removed from Client’s account. It is the responsibility of Client-Added Users to not upload Client Materials or create requests on the Client account if the Client-Added User does not want to potentially transfer ownership or disclose such Client Materials or Designs to others on the Client account.

5. Requests You accept full responsibility for managing and maintaining your requests in your board as described below.

You may use the Services to create an unlimited number of requests (each a “Request” and collectively “Requests”) on into your queue, and as many Active Requests as allowed under the applicable subscription and as appropriate based on the scope of your subscription so long as your account is in good standing, i.e. you have paid your monthly subscription fee and have complied with the overall Terms of Service.

When you want us to start working on a Request, you may move it into the “active” column. Only requests in the “active” column on your board are counted in the queue as “Active.” The stated number of Active Requests will be the number of requests Meticular is working on at any one time. For example, if you have 2 Active Requests, Meticular will be working on 2 of the requests in your queue/list at one time. The limits of Active Requests are based on each subscription. If you need more volume at one time, you can purchase additional Active Requests as add-ons to your subscription.

Any communication or deliverables from our team will be left in comments on Requests. You may ask for revisions by replying to our comment with your own. You may ask for revisions until you are satisfied, at which point you may move the Request into the “Approved” column. Once a Request has been moved to the “Approved” column, it indicates that we may stop working on that Request.

Meticular accepts unlimited requests and revisions, however the volume and speed of turnarounds is determined by several factors including:

(i) business hours,

(ii) the number of Active Request add-ons you have

(iii) the type of subscription a client has;

(iv) the number of revision requests a client makes;

(v) the complexity of requests.

As these factors can fluctuate, Meticular makes no guarantee of a set amount of Requests that we can deliver with a single subscription period.

Each Request may have certain “Collaborators” who have access and authorization to modify the request, provide feedback, view project details, upload files, and download files from the Request. It is your responsibility to only add Collaborators who you want to have all of these permissions for each Request. Meticular is not responsible for any unauthorized actions taken by your Collaborators, including but not limited to modifications of the request, uploads of files, and downloads of files. It is the responsibility of the Administrators to ensure that Client-Added Users are assigned to the appropriate Requests and that unauthorized Client-Added Users are removed from Requests immediately.

6. Confidential Information Each of Meticular and the Client are sometime individually referred to hereinafter as a “Party,” and collectively as the “Parties.”

All non-public, confidential or proprietary information disclosed by a party to the other party in performance of the Services (“Confidential Information”) shall be protected using the same degree of care, but no less than reasonable care, as the recipient uses to protect is own Confidential Information and shall not, without the written consent of the disclosing party, be used or disclosed except for the purpose of this Agreement and only by the receiving party’s affiliates, employees and service providers who are bound to substantially similar obligations of confidentiality and have a need to know. Each Party shall be responsible for any breaches of the confidentiality obligations by its affiliates, employees or service providers. Receiving party shall keep Confidential Information confidential for 2 years from disclosure. Except as set out in this Agreement, information shall not be Confidential Information unless (a) marked “CONFIDENTIAL” or similar at disclosure; (b) disclosed orally or visually but identified as confidential at disclosure and designated as confidential in writing in 30 days of disclosure summarizing the Confidential Information sufficiently for identification, or (c) should reasonably be understood to be confidential given the nature of the information as sensitive and non-public. Confidential Information excludes information that: (a) was already known to recipient without restriction; (b) is publicly available through no fault of recipient; (c) is rightfully received by recipient from a third party without a duty of confidentiality; or (d) is independently developed. A party may disclose Confidential Information when compelled to do so by law if it provides prior notice to the other party and reasonable opportunity to contest or limit disclosure, unless a court orders that the other party not be given notice. The Agreement contents and the internal operation and performance of the Services are Consultant’s Confidential Information.

Each Party accepts full responsibility and risk for sharing confidential information on third-party software as outlined in section 12. (“Third-Party Services and Content”) and acknowledges that the governing of that data is not covered by this terms of service, but handled by the third-party’s privacy policy and terms of use as outline in section 2 (“Scope”).

6.1 Communication Before A Contract Relationship

You may send us email, but in no instance will this communication in any way be construed as initiating a professional relationship. Any email before the initiation of a paid subscription relationship should not include confidential or sensitive data because your communication will not be treated as privileged or confidential.

7. Intellectual Property Rights Unless otherwise indicated, the Website (https://meticular.co) is the property of Meticular and all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics of any nature and regardless of format (herein, collectively or individually, the “Content”) and the trademarks, service marks, and logos contained there (the “Marks”) are owned and controlled by Meticular 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 Meticular’s express prior written permission. Meticular reserves all rights in the Website, Content and Marks.

8. Ownership of Materials Notwithstanding Meticular’s ownership of feedback, as described in section 4 (“Feedback”), all final design and original source files delivered to the Client for each Request (“Completed Request”) belong to the Client, and the Client shall be the sole owner of the copyright for the Completed Request.

In the event that any operation of law would cause Meticular to become the owner of a Completed Request, in whole or in part, rather than the Client, Meticular irrevocably and perpetually assigns its entire interest in the Completed Request to the Client, without limitation.

Client warrants that any and all materials provided to Meticular as examples or as material to be incorporated into a Request 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. Meticular always reserves the right to share the Client's design work and/or logo publicly (social media, website, etc.) unless agreed upon as stated in section 18 of this document.

9. Third-Party Fonts In the event that any Project incorporates fonts that are not owned by Meticular and require a commercial license in order for Client to legally reproduce, distribute, or publicly display the Project (“Third-Party Font(s)”), Meticular will inform Client in writing that one or more Third-Party Fonts have been incorporated into the Project and that Client 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 Client to identify which licenses are required and who to contact in order to purchase said licenses.

So long as Meticular has informed Client of the incorporation of Third-Party Fonts as described above, Client assumes all responsibility and will indemnify Meticular for any consequences as a result of a failure by Client to purchase one or more licenses for any Third-Party Fonts incorporated into a Completed Request.

10. Stock Materials In the course of providing our Services, we may use certain stock materials, including but not limited to images, graphics, music, video, illustrations, and animations (“Stock Materials”). We and our licensors are, and will remain, the sole and exclusive owners of all right, title, and interest in and to any pre-existing materials (“Stock Materials”). Client does not own any copyright in any Stock Materials and Client may not sell, sublicense, assign, publish, reverse engineer, change, alter, adapt, translate, convert, modify, or make any derivative works of any Stock Materials. Client may not use the Stock Materials in any other manner than as part of the Completed Request.

In the event that any Completed Request incorporates Stock Materials that are not owned by Meticular and require a commercial license for Client to legally reproduce, distribute, or publicly display the Completed Request, Meticular will inform Client in writing that one or more Stock Materials have been incorporated into the Completed Request and that Client will need to purchase one or more licenses for the Stock Materials Fonts from the rights-holder(s) of said Stock Materials in order to legally reproduce, distribute, or publicly display the Completed Request. Said notice will include information sufficient for Client to identify which licenses are required and who to contact in order to purchase said licenses.

So long as Meticular has informed Client of the incorporation of Stock Materials as described above, Client assumes all responsibility and will indemnify Meticular for any consequences as a result of a failure by Client to purchase one or more licenses for any Stock Materials incorporated into a Completed Request.

11. Resale of Completed Requests / Agency Clients In the event that Client will sell any of the Completed Requests received from Meticular through the Services, Client will advise Meticular of this in its Request. In such cases, Meticular will ensure that all elements of your the Completed Request have the appropriate licenses for all Third-Party Fonts and Stock Materials, and/or are created as custom designs for your commercial use (i.e. resale). It is Client’s responsibility to ensure that it transfers ownership and intellectual property rights for any Resold Requests to any appropriate third party.

12. Third-Party Services and Content Meticular uses third-party products and services to fulfill its Services. Meticular assumes no responsibility for, nor does Meticular endorse or verify the content, offerings or conduct of third-parties (including but not limited to the products or services offered by third-parties or the descriptions of the products or services offered by third-parties). Meticular makes no warranties or representations with respect to the performance, accuracy, completeness or timeliness of any content posted or offered by third-parties.

Meticular does not control the linked websites, products or services, and assumes no liability or responsibility therewith. Client’s use of third-party websites and services is subject to the privacy practices and terms of use or service established by the third-party provider of such products and services, and Meticular disclaims all liability for such use. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

For clarity, a list of third-party services and websites Meticular uses to perform the Services includes, but is not limited to:

Stripe: For payment processing and Client subscription management. Trello: For capturing Client Requests, Providing deliverables for Complete Requests, and other communication between Meticular and Client 13. User Representations By using the Website, Client represents and warrants that:

A. Client has provided true, accurate, complete and updated information to create and maintain Client’s account, the brief for each request, and feedback and comments for each request;

B. Client has the legal capacity and agrees to comply with these Terms of Service;

C. Client is not a minor in the jurisdiction of their domicile;

D. Client will not access the Website through automated or non-human means;

E. Client will not use the Website for any illegal or unauthorized purpose;

F. Client’s use of the Website will not violate any applicable law or regulation.

14. 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 Meticular on behalf of the Client. Further, Client shall not:

A. Make any unauthorized use of the Website;

B. Retrieve data or content for the purposes of creating or compiling a database or directory;

C. Circumvent, disable, or otherwise interfere with security-related features on the Website;

D. Engage in unauthorized framing or linking of the Website;

E. Trick, defraud or mislead Meticular or other users;

F. Create fraudulent accounts, fraudulent requests, or engage in any other fraudulent activity on the Website;

G. Interfere with, disrupt or create an undue burden on the Website or Meticular’s networks or servers;

H. Use the Website in an effort to compete with Meticular;

I. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Website;

J. Bypass any measures on the Website designed to prevent or restrict access to the Website or any portion thereof;

K. Harass, annoy, intimidate or threaten any of Meticular’s employees, independent contractors or agents providing services through the Website;

L. Delete the copyright or other rights notice from any Completed Requests or files provided to Client by Meticular;

M. Copy or adapt the Website’s software;

N. 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;

O. Upload or transmit, or attempt to do so, any material that acts as a passive or active information collection or transmission mechanism;

P. Disparage, tarnish or otherwise harm Meticular or any other third-party;

Q. Use, copy, reproduce, distribute, publicly display, or sell Completed Requests or content from the Website that was not created for Client.

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

15. Management and Oversight Meticular reserves the right to monitor the Website for violations of these Terms of Service and to take appropriate legal action in response to a violation of the Terms of Service or any applicable law, statute or regulation. Meticular 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 Meticular, without notice or liability to Client. All decisions regarding the management of the Website shall be at the sole discretion of Meticular and shall be designed to protect Meticular’s rights and property.

16. 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. Meticular 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 Meticular without parental consent, Meticular shall delete that information as soon as reasonably practical.

17. Billing Meticular’s various subscription offerings are here. Your subscription will automatically renew for the same time period as defined in the subscription offering (e.g. a monthly subscription will renew on a monthly basis on the date of purchase.) Pricing and offerings may change from time to time.

17.1 Pausing a subscription

You may pause your subscription at any time. To pause a subscription, you must provide written notice in Trello. We will cease all work and pause your subscription in Stripe so your payment method will not be billed and credit your account the number of full calendar days left in your billing period. Accounts that have been paused for more than 12 months will be considered cancelled and any credit days will be reset.

17.2 Cancellation Terms

You may cancel your subscription at any time by logging into our Stripe Customer Portal. A link to login to your stripe customer portal will also be provided in your Trello board.

The following conditions will apply when cancelling your subscription

Any Subscription during first month of use

If you cancel within 5 calendar days of your initial order, you’ll be fully refunded. all materials produced by Meticular are owned by us and are prohibited from being used by you in any way.

Should you cancel after 5 calendar days, your payment is non-refundable, and your subscription will continue until the end of that month’s billing period, and not renew.

Month-to-month Subscriptions (after first month of use)

Upon cancelling, your subscription will continue until the end of that month’s billing period, and not renew.

Meticular reserves the right to take appropriate legal actions against you for breach of this section.

17.4 Failed Payments. We handle failed payments in one of two ways:

For new subscriptions: If work has started, we will cease work. Your access to Trello and all work product from the Services will be revoked until payment is received. Your subscription will be considered cancelled as outlined in 16.2 unless payment is received.

For renewing subscriptions: We will pause your subscription as outlined in section 16.1 until payment is received, at which point we will resume your subscription.

18. Connection Interruptions Meticular does not guarantee 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 Meticular’s control. Client agrees that Meticular 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.

19. Governing Law These Terms of Use shall be governed by and construed in accordance with the laws of the State of Utah without regard to conflict of law principals.

20. Litigation Any legal action of whatever nature shall be brought in the state courts of Utah County, Utah. The parties hereto consent to personal jurisdiction in said courts and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act are excluded from these Terms of Use.

21. Disclaimer The Website and the Services are provided on an as-is, as-available basis. Client agrees that its use of the Website and Services are at Client’s sole risk. Meticular 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. Meticular 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 Meticular 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 Meticular’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. Meticular 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.

22. Limitations of Liability and Indemnification Meticular 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, Meticular 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, Meticular reserves the right, at Client’s expense, to assume control and defense of any matter for which Client shall be required to indemnify Meticular hereunder. Client agrees to cooperate with the defense of such claims.

23. Electronic communications, transactions and signatures Client hereby consents to receive electronic communications from Meticular and Client agrees that all agreements, notices, disclosures and other communications sent via email or through the Website or Trello 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 Meticular 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.

24. Showcasing Our Work Unless you provide us with written notice to the contrary or of any reasonable restrictions or requirements, you agree that Meticular, our employees, and contractors may disclose that you are a customer and may use your name(s) and logo(s) in: (a) our digital, online, and printed marketing materials (including on our websites); and (b) external-facing presentations, including to individual clients and prospects.

25. Miscellaneous These Terms of Use and any policies posted on the Website or regarding the Website constitute the entire agreement and understanding between the Client and Meticular. Failure of Meticular to enforce any right or provision of these Terms of Use shall not operate as 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 severed from these Terms of Use but shall not otherwise affect the validity or unenforceability of the remaining provisions herein. Nothing in these Terms of Use, the Privacy Policy or on the Website shall be construed to constitute the forming of a joint venture, partnership, employment or agency relationship between Client and Meticular.

26. Contact Information For any questions or complaints regarding the Website, please contact Meticular at: hello@meticular.co.