Terms of Service

1. Agreement Overview

This Terms of Service ("Agreement") establishes a legally binding contract between Pingless, LLC, a Limited Liability Company incorporated under New Mexico state law ("Pingless"), and the individual or entity utilizing our services ("Client"). By accessing or using our services, the Client agrees to be bound by all terms, conditions, and obligations outlined herein. Non-compliance with these terms results in immediate prohibition from service use and requires discontinuation of all activities. Upon termination of this Agreement, the relationship between Client and Pingless shall cease, except for continuing obligations such as payment for completed services.

2. Service Plans

3. Cancellation and Renewal Policy

Cancellation becomes unavailable once the contract is executed and our team begins project discovery and information gathering. Due to Pingless's commitment to immediate project initiation and the significant upfront investment in understanding client requirements and developing strategic approaches, cancellation during the initial month is not permitted. Advance payment refunds are not available following contract execution, as the agreement requires clients to fulfill the initial subscription month upon service delivery. However, clients may cancel future months by providing written notice at least twenty-one (21) days before the subsequent billing cycle. This policy ensures project continuity while maintaining flexibility for future planning modifications.

4. Work Acceptance Process

Pingless provides a three (3) business day review period following design work delivery for client evaluation and feedback submission. Client input is essential for ensuring final products meet expectations. If Pingless receives no feedback or revision requests within three (3) business days post-delivery, the work is considered accepted, and our team proceeds to subsequent tasks. This acceptance is procedural and does not prevent clients from providing additional feedback or requesting iterations afterward. Pingless remains committed to accommodating further refinements; however, this will not delay ongoing project timelines or subscription billing cycles. We encourage timely feedback to maintain project momentum while understanding that iteration is integral to the creative process.

5. Intellectual Property Rights

Clients pay in advance for monthly service periods. Consequently, ownership of all works created specifically for the Client during a billing cycle transfers to the Client immediately upon that cycle's service commencement. This encompasses brand assets, website designs, customized graphics, and all materials created under the service agreement.

Pingless retains all rights to foundational content, including software, design frameworks, trademarks, logos, and pre-existing text, graphics, and media (collectively, "Foundational Content"). However, specific works produced for a Client during paid service periods become Client property upon service delivery initiation. This ownership transfer applies to all Pingless service plans.

Clients acknowledge that Pingless may utilize similar design elements across multiple projects, with each Client's work uniqueness residing in the specific combination and application of these elements to meet particular needs and brand identity requirements.

Works created and delivered within paid billing cycles are protected under Client ownership by United States copyright laws, foreign jurisdiction regulations, and applicable international conventions.

6. Material Ownership

Consistent with Intellectual Property Rights provisions, while Pingless maintains ownership of proprietary materials and general content used in creation processes, Clients obtain complete ownership of final, delivered project work. This includes all design files and original source materials created specifically for Client projects.

This ownership transfer applies exclusively to final, custom-created works and excludes Pingless's underlying tools, methodologies, and pre-existing materials.

7. Font Licensing

When projects incorporate fonts not owned by Pingless requiring commercial licenses for legal reproduction, distribution, or public display, Pingless will provide written notification to the Client. Clients must purchase appropriate licenses for third-party fonts.

Font licensing costs are excluded from base pricing across all plans and remain Client responsibility. Pingless can provide guidance on suitable font licensing options based on specific usage requirements. Clients assume full responsibility for consequences resulting from failure to purchase required licenses for third-party fonts incorporated into projects.

8. Client Representations

By utilizing our services, Clients represent and warrant that they: possess legal capacity and agree to comply with these Terms of Service; are not minors; will not access services through automated or non-human means; will not use services for illegal or unauthorized purposes; and their service use will not violate applicable laws or regulations.

9. Prohibited Activities

Clients shall use Pingless services exclusively for lawful purposes in accordance with intended service use. Creative content and materials produced by Pingless are to be used within agreed-upon project scope and consistent with selected service plan terms. Clients are prohibited from:

• Reselling, redistributing, or exploiting services or created content for unauthorized commercial purposes
• Using services or content in ways that infringe upon others' intellectual property rights, including unauthorized reproduction, modification, or distribution
• Engaging in illegal, fraudulent activities or activities violating third-party rights

Service use should respect creative process integrity and adhere to legal and ethical content creation and usage standards.

10. Feedback Protocol

Clients acknowledge that all questions, comments, suggestions, or feedback regarding Pingless services ("Feedback") must be communicated through pre-designated platforms. This ensures proper Feedback recording and addressing. Pingless retains ownership of all Feedback and has no obligation to maintain confidentiality.

Pingless assumes no liability for oversight or failure to act on Feedback not shared through designated channels. Clients are encouraged to use these platforms for all Feedback communication to ensure proper notation and appropriate response.

11. Service Oversight

Pingless reserves the right to monitor services for Terms of Service violations and take appropriate legal action against violations. Pingless further reserves the right to restrict or deny service access or disable Client service use without notice or liability.

12. Terms Modifications

Pingless reserves the right to change, alter, modify, or remove any service content at its sole discretion. Pingless reserves the right to modify or discontinue all or part of services without notice and without Client liability.

13. Service Interruptions

Service interruptions may occur due to factors beyond our control, including but not limited to unforeseen circumstances such as team member unavailability, technical difficulties, or external factors impacting service delivery capability.

During such interruptions, Pingless shall not be liable for any loss, damage, or inconvenience caused by Client inability to receive services. We are committed to minimizing disruptions and will endeavor to notify Clients of significant interruptions and resume services promptly.

14. Governing Law

These Terms of Service are governed by and construed in accordance with New Mexico state laws, without regard to conflict of law principles.

15. Liability Limitations and Indemnification

Liability Limitations: Except as provided in indemnification obligations below, under no circumstances shall Pingless, LLC, its directors, employees, members, contractors, or agents be liable for any direct, indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, data, or use, incurred by Client or third parties, whether in contract or tort actions, arising from Client access to or use of provided services.

16. Indemnification

Pingless shall indemnify, defend, and hold harmless the Client from all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from third-party allegations that design work produced by Pingless as delivered to Client and used according to Agreement terms infringes such third party's intellectual property rights.

Clients agree to indemnify, defend, and hold harmless Pingless against all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from third-party allegations that service use in unauthorized manners or Client modifications of design work infringe such third party's intellectual property rights.

Indemnification obligations are conditioned on the indemnified party: (a) promptly notifying the indemnifying party in writing of claims or actions; (b) granting the indemnifying party exclusive control and authority over defense or settlement; (c) providing assistance in connection with defense or settlement at the indemnifying party's request and expense.

Total liability under indemnification obligations shall not exceed total amounts paid to Pingless by Client within the 12-month period preceding the claim.

Indemnifications do not apply when alleged infringement arises from: (a) service use combined with data, software, hardware, equipment, or technology not provided or authorized by Pingless; (b) service modifications by parties other than Pingless; (c) Client failure to use updates or modifications provided by Pingless to avoid infringement; or (d) Client failure to secure appropriate rights, licenses, consents, or permissions for third-party assets directed for incorporation into design work.

17. Client Data Management

Clients are responsible for providing all necessary data and materials required for Pingless service performance, including specific project requirements, content, images, and other relevant completion information.

While Pingless takes reasonable measures to safeguard Client-provided data during service processes, it shall not be liable for any loss, corruption, or compromise of such data. Clients are advised to maintain backups and copies of all materials provided to Pingless. In data loss or corruption events, Pingless will endeavor to assist in recovery processes to the best of its ability but cannot guarantee restoration of lost or corrupted data.

18. Electronic Communication

Clients consent to receive electronic communications from Pingless and agree that all agreements, notices, disclosures, and other communications sent electronically satisfy legal requirements for written communication.

19. Work Showcasing

Pingless reserves the right to showcase design work on digital channels unless otherwise specified through a Non-Disclosure Agreement (NDA) protecting sensitive information.

20. Termination

These Terms of Service remain effective until terminated by Client or Pingless. Clients may terminate agreements according to cancellation policies outlined in Service Plans and Cancellation Policy sections. Pingless reserves the right to terminate this Agreement at any time with reasonable Client notice, except in breach cases including but not limited to non-payment and Terms of Service violations. Pingless may also suspend or terminate Client service access for substantial term breaches.

Upon termination, all party rights and obligations cease, except those explicitly stated as surviving termination (such as payment obligations for rendered services, confidentiality, and material ownership). Pingless will take reasonable steps to ensure smooth transitions and minimize disruption to ongoing Client projects.