Last updated: 26 October 2024

These terms and conditions (Terms or Agreement) govern your membership with Square Lemon Studio Pty Ltd ACN 681 768 650 (Square Lemon Studio, our, we or us ) to provide the services to you or the company which you represent (the Client or ‘you’) as described on our Website www.squarelemon.studio (Subscription). Your Subscription is for the package, as determined by your use of the Subscription in a particular period during the Subscription Period, the details of which are set out in your Order, on the Website and in clause 4 (Subscription Package).

By using our Website, paying for your Subscription or otherwise accepting the benefit of any part of the Subscription, you agree to be bound by these Terms which form a binding contractual agreement between you or the company you represent and Square Lemon Studio. You represent and warrant that you have valid authority to enter into these Terms on behalf of any entity you may represent.

Please note that your Subscription will continue to renew indefinitely, and you will continue to incur Subscription Fees, unless you notify us that you want to cancel your Subscription in accordance with clause 5. Please ensure you contact us if you want to cancel your Subscription or by following the prompts on your Account.

We may change these Terms at any time by notifying you, and your continued use of the Subscription following such an update will represent an agreement by you to be bound by the Terms as amended.


1. THE SERVICES

1.1 ORDER

1. submitting an order for the purchase of a Subscription on the Website, or by responding to a quote, order or form from us, indicating that you would like us to provide any services to you (Order), you represent and warrant that:

   1. you have the legal capacity and are of sufficient age to enter into a binding contract with us; and

   2. you are authorised to use the debit or credit card you provide with your Order.

2. Submitting or agreeing to an Order constitutes your intention and offer to enter into these Terms.

3. These Terms will apply to all your dealings with Square Lemon Studios, including being incorporated in all agreements, quotations or orders under which Square Lemon Studios is to provide services to you (all being ‘Orders’), together with any additional terms included in such Orders (provided such additional terms are recorded in writing).

4. In the event of any inconsistency between these terms and conditions and any Order, the clauses of these Terms will prevail to the extent of such inconsistency, except that any “Special Conditions” (being terms set out and described as such in an Order) will prevail over the other terms of this agreement to the extent of any inconsistency.

   
   

1.2 YOUR SUBSCRIPTION 

1. (Scope of Subscription) Your Subscription includes the benefits and limitations of your Subscription Package as set out on our Website and in your Order (as may be amended from time to time by notice to you).

2. (Service Limitations) Not all features are available on every Subscription Package. The lower-package pricing includes 1 request at a time until complete and the higher-package pricing includes 2 requests at a time. Certain advanced features like motion graphics, animated social posts, animated ad creatives, UI design and brand development/branding services are only available in higher-Package plans and you are responsible for selecting the appropriate Subscription Package for your needs.

3. (Fair use) To the extent that the scope of a Subscription Package is limited by a ‘fair use’ policy, decisions about what constitutes ‘fair use’ will be made by Square Lemon Studios, in its absolute discretion.

4. (No Sublicensing or Reselling) Unless otherwise agreed in writing, nothing in an Order or any licence to the Subscription under these Terms will include a right for you to sublicense or resell the Subscription to any third party (other than to your direct subsidiaries).

5. (Stock Assets) Depending on your Subscription Package, your requests may include the use of stock assets, including:

   1. Stock Music (Artlist)

   2. Stock Icons

   3. Motion Array Stock

   4. Canva Templates

   5. Framer templates

   6. Envato templates

   7. Other Templates

6. All stock assets used in your designs are subject to the licensing terms of the respective third-party providers. Square Lemon Studio assumes no liability for any misuse or copyright infringement related to third-party stock assets.

   
   

1.3 ACCOUNTS

1. (Accounts) To submit an Order or to use the Subscription, you may be required to sign-up, register and receive an account through the Website (an Account).

2. (Provide Information) As part of the Account registration process and as part of your continued use of the Website, you may be required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, bank account information, and other information as determined by us from time to time.

3. (Warranty) You warrant that any information you give to us in the course of completing the Account registration process will always be accurate, honest, correct and up-to-date.

4. (Acceptance) Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Website and provide you with an Account.

5. (Cancellation) We may, in our absolute discretion, suspend or cancel your Account for any reason, including for any failure by you to comply with these Terms.

6. (Account Hold) You have the option to cease your Subscription and to place your Account on hold at any time. In doing so, you acknowledge and agree that a recurring monthly fee is payable in order for Square Lemon Studios to retain and save any previously generated decision trees.  

7. (Account Reactivation) If you choose to cease your Subscription and cancel your Account but elect to reactivate your Account at a later date, you acknowledge and agree to pay the Account Reactivation fee, as reasonably determined by Square Lemon Studios. 

   
   

1.4 PROPOSALS

1. These terms will also apply to all the Client's dealings with Square Lemon Studio, including being incorporated in all agreements, quotations or orders under which Square Lemon Studio is to provide services to the Client (each a Proposal) together with any additional terms included in such Proposal (provided such additional terms are recorded in writing).

2. The Client must respond to any Proposal within 10 business days of receiving it, confirming that they either accept or reject what Square Lemon Studio proposes. If the Client does not respond to a Proposal within 10 business days, Square Lemon Studio may, at its discretion, cancel the Proposal or require that a new Proposal is issued for the project.

   
   

1.5 SERVICES

1. In consideration for the payment of the Fees, Square Lemon Studio will provide the Client with the services as set out in the Order for your Subscription, in a Proposal, or as agreed by us in writing from time to time; and additional services from time to time, as set out in any Order accepted by us (Services).

2. Unless otherwise agreed, Square Lemon Studio may, in its discretion:

   1. not commence work on any Services until the Client has paid any Fees or Deposit payable in respect of such Services; and

   2. withhold delivery of Services until the Client has paid the invoice in respect of such Services.

      
      

2. RIGHT TO DENY REQUESTS 

1. Square Lemon Studio reserves the right to decline any job or design request that, in our professional opinion, is too closely similar to or imitative of an existing design, artwork, or brand. This includes but is not limited to requests that may infringe upon intellectual property rights, violate copyright or trademark laws, or otherwise compromise the originality and integrity of our work.

2. We are committed to creating unique and original designs, and as such, we may refuse any project that we believe poses legal, ethical, or creative risks due to its resemblance to existing works. In such cases, Square Lemon Studio will work with the client to explore alternative design Subscriptions that align with our standards of creativity and originality.

3. ADDITIONAL PROPOSALS

1. During the term of this agreement, the Client may submit a written request (by email or any other mechanism agreed by the parties) to Square Lemon Studio for a Proposal to provide additional Services setting out the scope of Services to be provided, any deliverables to be provided by Square Lemon Studio, and a timeline for the delivery of the Services.

2. Upon receiving a request for a Proposal, Square Lemon Studio must provide a quote for the Fees and confirm the scope of the Proposal. Square Lemon Studio will not commence with delivery of any Services under a Proposal until the Client has provided specific written approval of any Fees payable for the Services under that Proposal.

3. Once approved by the Client, the parties agree that terms of this agreement will apply to the Services delivered under any Proposal and the terms of any Proposal will be binding on the parties.

4. Any additional Proposals agreed between the parties will not otherwise affect the obligations of either party under this agreement or an existing Proposal.

5. The Client acknowledges and agrees that Square Lemon Studio may update Square Lemon Studio’s Hourly Fee which will apply to when quoting the Fees for any additional Proposals from time to time without providing written notice to the Client.

6. The Client will be taken to have accepted the terms of a Proposal if they communicate their acceptance to Square Lemon Studio by email, pay the Fees, or otherwise accept the Services or any works in connection with that Proposal.

4. THIRD PARTY TERMS & CONDITIONS

1. Most of Square Lemon Studio’s Services include acquiring services supplied by third parties, such as Adobe, Framer, Figma, Chatgpt, Trello and Google on the Client's behalf, the Client acknowledges that third party terms & conditions (Third Party Terms) may apply.

2. Clients may be required to purchase third-party fonts or specific assets necessary for the completion of the project. Square Lemon Studio will notify the Client if such purchases are required, and the costs associated with these assets will be the Client’s responsibility.

3. The Client agrees to any Third Party Terms applicable to any third party goods and services that are used in performing the Services or providing the Deliverables, and Square Lemon Studio will not be liable for any loss or damage suffered by the Client in connection with such Third Party Terms.

4. The Client acknowledges and agrees that Third Party Terms may place limitations on how the Client may use the final Deliverables. Square Lemon Studio will endeavour to flag to the Client such limitations but it is the Client’s responsibility to ensure that any third party services Square Lemon Studio acquires for the Client meet the Client’s needs and Square Lemon Studio will not be liable to the Client, if this is not the case. 

5. SPECIFIC SERVICES

5.1 MARKETING AND ADVERTISING 

1. While Square Lemon Studio may offer marketing, advertising, and business consultation services to assist in growing your brand or business, it is important to note that these services are provided as guidance only. Any strategies, campaigns, or consultations are intended to support your business development but do not guarantee specific results, such as increased revenue, customer engagement, or market share.

2. The effectiveness of marketing and advertising efforts depends on numerous factors beyond our control, including market conditions, customer preferences, competition, and the client’s execution of recommended strategies. Square Lemon Studio disclaims any liability for outcomes, losses, or damages resulting from the use of our marketing, advertising, or consultation services.

3. It is the client’s responsibility to implement and monitor any marketing or business strategies suggested by Square Lemon Studio. We recommend seeking additional professional advice, particularly in legal, financial, or business operations matters, to complement the services provided.

4. By engaging our services, you acknowledge and accept that Square Lemon Studio is not liable for any direct, indirect, incidental, or consequential damages that may arise from the use of our marketing or consultation services.

5. If, in the provision of the Marketing and Advertising Services, Square Lemon Studio is required to use any intellectual property belonging to a third party, then the Client must:

   1. pay any licence fees to the third party; and

   2. acquire a license to use the intellectual property.

      
      

5.2 WEB DESIGN SERVICES

In relation to any Services involving web design services, including building, designing and/or customising websites and landing pages (Web Design), the following conditions will apply unless otherwise agreed between the parties in writing:

1. Square Lemon Studio reserves the right to determine the choice of programming language(s) used in the Web Design; 

2. unless specifically agreed otherwise in a Proposal, Square Lemon Studio will not provide any graphics for the Web Design, and if Square Lemon Studio requires the Client to provide graphics, the Client must provide Square Lemon Studio with graphic files in an editable, high resolution, vector digital format; and

3. Square Lemon Studio will only test mobile responsiveness on iOS Safari and Google Chrome in Android Emulator.

   
   

5.3 GRAPHIC DESIGN SERVICES

1. The Client acknowledges and agrees that any graphic design services provided by Square Lemon Studio will contain elements of artistic expression and may vary from any references supplied by the Client. 

2. If, in the provision of the graphic design services, Square Lemon Studio is required to use the graphic design belonging to a third party, then the Client must:

   1. pay any licence fees to the third party; and

   2. acquire a license to use the graphic design.

6. CLIENT OBLIGATIONS

6.1 PROVIDE INFORMATION

The Client must provide Square Lemon Studio with all documentation, information and assistance reasonably required by Square Lemon Studio to perform the Services.

6.2 ACCESS 

The Client agrees to provide Square Lemon Studio with access to:

1. the Client's website (but only where Square Lemon Studio is providing Services that involve making updates or changes to the Client's website); and 

2. any other third party or other accounts used by the Client (including login details and passwords), as reasonably required by Square Lemon Studio to perform the Services.

   
   

6.3 COMPLIANCE WITH LAWS

The Client agrees that it will not by receiving or requesting the Services:

1. breach any applicable laws, rules and regulations (including any applicable privacy laws); or

2. infringe the intellectual property rights or other rights of any third party or breach any duty of confidentiality.

   
   

6.4 SIGN OFF 

The Client agrees to promptly approve and/or provide feedback on any milestones, deliverables and/or Services.

7. TIMING

As part of the Proposal or Subscription, or in the course of Square Lemon Studio performing the Services, the parties may agree on a schedule for providing certain Services and Deliverables, including estimated dates of completion, deadlines, or schedules (Schedules). Square Lemon Studio commits to providing Deliverables within a 2-3 business day timeframe from the initiation of the request, including any revisions required by the Client.

Square Lemon Studio will use its best efforts to meet these Schedules; however, they are subject to change if unforeseen complexities arise. In such cases, Square Lemon Studio will strive to minimise the impact of such changes on the overall timeline.

Additionally, Square Lemon Studio reserves the right to revise Schedules in the event that any delay is caused by the Client's failure to provide timely feedback or other information reasonably requested by Square Lemon Studio to perform the Services.

8. CHANGES

Revision Responsibilities

The Client acknowledges that it is their responsibility to monitor the agreed platform (e.g., Trello, ClickUp) for updates and to submit any revision requests in a timely manner including any changes that are outside the scope set out in the relevant Subscription or agreed Proposal (Changes).Square Lemon Studio will not be responsible for sending reminders or follow-ups regarding outstanding Changes.

Design Subjectivity

The Client understands that design Services are inherently subjective, and Square Lemon Studio will use its best efforts to meet the Client's expectations based on the initial brief and any subsequent feedback provided. If the Services do not align with the Client's vision during the first initial design phase or subsequent Changes, Square Lemon Studio will continue to make adjustments under the terms of the fixed monthly subscription fee. However, if the Client wishes to significantly alter the design beyond the original brief or feedback, such requests may be treated as a new project, which may incur additional fees.

Unlimited Changes

As part of the monthly subscription Package, the Client is entitled to unlimited changes and revisions within the agreed scope of the project. However, this does not include complete redesigns or requests that significantly deviate from the original brief without prior discussion and agreement on potential additional costs.

9. FIXED FEE SERVICES - AMENDMENTS

1. All fixed fee Proposal or Subscription or Subscriptions from Square Lemon Studio includes two (2) rounds of revisions for the Services as described in the Proposal or Subscription or Subscription.

2. If more amendments are needed beyond the included two rounds, they'll be charged at Square Lemon Studios Additional Work Daily Rate, as communicated to you by Square Lemon Studio.

3. Square Lemon Studio requires the Client to provide feedback within 10 business days upon receiving any revised designs or works to avoid delays.

10. ERRORS IN DELIVERABLES

The Client acknowledges and agrees that: 

1. Square Lemon Studio will not be liable for any minor errors in the Deliverables, such as spelling mistakes in ad campaigns with multiple search terms involved; 

2. Square Lemon Studio will not be liable for any errors that arise as a result of an act or omission of the Client; 

3. the Client must report any errors in a Deliverable within three (5) Business Days of such Deliverable being submitted to the Client in writing and Square Lemon Studio will use its best endeavours to remedy such an error within a reasonable time; 

4. Square Lemon Studio will have no obligations to fix any errors that the Client reports later than three (3) Business Days of a Deliverable being submitted to the Client but may do so at its absolute discretion; and

5. For the avoidance of doubt, a Deliverable in this clause 8 includes a stage or milestone of a particular Service. 

11. PAYMENT

11.1 FEES

The Client must pay to Square Lemon Studio fees and any other consideration (including equity) in the amounts and at the times set out in the Proposal or Subscription (Fees) or as otherwise agreed in writing.

11.2 SUBSCRIPTION FEES

1. You must pay subscription fees to us in the amounts specified on the Website for your Subscription Package, or as otherwise agreed in writing (Subscription Fees). 

2. All Subscription Fees must be paid in advance and are non-refundable for change of mind.

3. By subscribing to the services offered by Square Lemon Studio, the Client agrees to pay the monthly Subscription Fees for the entire billing cycle. The Subscription will automatically renew at the end of each billing cycle unless cancelled by the Client in accordance with the cancellation policy outlined below.

4. The Client may cancel their subscription at any time; however, cancellations must be submitted in writing through the agreed platform (e.g., Trello, ClickUp) at least 48 hours prior to the end of the current billing cycle to avoid being charged for the following cycle. Upon cancellation, the Client will continue to have access to the services until the end of the current billing cycle.

5. The Client acknowledges that all payments made for the subscription are non-refundable. If the Client cancels their subscription, they will not be entitled to a refund for any portion of the subscription fee paid for the current billing cycle.

6. In the event that the Client initiates a chargeback or dispute through their payment processor (e.g., Stripe) for services rendered, the Client agrees that Square Lemon Studio may take necessary actions to contest the chargeback. The Client further acknowledges that initiating a chargeback without prior communication may result in the suspension of services and potential legal action to recover any outstanding amounts owed.

   
   

11.3 AUTOMATIC RECURRING BILLING

Subject to clause 11.4:

1. Your Subscription will continue to renew on an automatic indefinite basis unless you notify us that you wish to cancel in accordance with this clause.

2. While your Subscription is maintained, your Subscription Fees will continue to be debited at the beginning of each Renewal Period from the payment method you nominated when you registered for an Account.

3. By signing up for a recurring Subscription, you acknowledge and agree that your Subscription has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to your cancellation of your Subscription. 

   
   

11.4 SUBCRIPTION PAUSE 

1. Clients may request to pause their monthly subscription by submitting a written request via email to Square Lemon Studio. The pause will only be effective once the request has been reviewed and confirmed in writing by Square Lemon Studio. Until confirmation is provided, the Subscription will remain active, and regular billing will continue.

2. The Subscription can be paused for a maximum period of [insert period, 30 days. During this time, no design requests or revisions will be processed. After the agreed pause period, the subscription will automatically resume unless another written request is made to extend the pause, subject to Square Lemon Studio’s approval. 

3. Square Lemon Studio reserves the right to end the pause and resume the subscription at any time, provided that the Client receives a minimum of 7 days notice. Upon resuming, regular billing will recommence at the standard rate.

4. While a Subscription is paused, the Client will not have access to Square Lemon Studio’s services, including revisions or new design requests. Any requests submitted during the pause period will only be reviewed once the Subscription is active again.

5. Square Lemon Studio retains the right to terminate or modify the pause feature at any time, including the ability to deny future pause requests or modify the duration allowed. Any changes to the pause feature will be communicated in writing to active subscribers.

   
   

11.5 CHANGES TO SUBSCRIPTION FEES

We may, from time to time, change our Subscription Fees and provide you with 10 Business Days’ notice prior to the changes. During this time, you have the opportunity to cancel your Subscription with us. 

11.6 LATE PAYMENTS

We reserve the right to suspend all or part of the Subscription indefinitely if you fail to pay any Fees in accordance with this clause.

11.7 CARD SURCHARGES

We reserve the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).

11.8 ONLINE PAYMENT PARTNER

1. We may use third-party online payment partner, currently Stripe (Online Payment Partner) to collect Subscription Fees. 

2. Provided that the Service Provider has notified the Client of such Third Party Terms and provided the Client with a copy of those terms, you acknowledge agree that:

   1. the processing of payments by the Online Payment Partner will be, in addition to this agreement, subject to the terms, conditions and privacy policies of the Online Payment Partner, which can be found: https://stripe.com/au/privacy 

   2. you release us and our Personnel in respect of all liability for loss, damage or injury which may be suffered by any person arising from any act or omission of the Online Payment Partner, including any issue with security or performance of the Online Payment Partner’s platform or any error or mistake in processing your payment; and

   3. We reserve the right to correct, or to instruct our Online Payment Partner to correct, any errors or mistakes in collecting your payment. 

3. You have the right to reject any terms and conditions of the Online Payment Partner. If you reject those terms, we cannot provide you with the Subscription

   
   

11.9 EXPENSES

Unless otherwise agreed:

1. the Client will bear all travel, accommodation, office stationery, computer storage, media and related expenses reasonably incurred by Square Lemon Studio in connection with a Proposal or Subscription or Subscription; and

2. any third-party costs incurred by Square Lemon Studio in the course of performing the Services may be billed to the Client, unless specifically otherwise provided for in the Proposal or Subscription or Subscription.

   
   

11.10 GST

Unless otherwise indicated, amounts stated in a Proposal or Subscription or Subscription do not include GST. In relation to any GST payable for a taxable supply by Square Lemon Studio, the Client must pay the GST subject to Square Lemon Studio providing a tax invoice.

12. REFERRAL PROGRAM

1. If a Client who has a Subscription Package with Square Lemon Studio (Referrer) recommends Square Lemon Studio to another individual or entity (Referee) and the Referee subscribes to Square Lemon Studio’s services, the Referrer shall receive a commission equal to 5% of the monthly recurring revenue generated from the Referee's subscription for as long as the Referee remains a paying Client with an active Subscription Package.

2. To qualify for the referral incentive, the Referrer must provide the name and contact information of the Referee to Square Lemon Studio prior to the Referee’s subscription. The referral must be verifiable and cannot be self-referrals or existing clients of Square Lemon Studio.

3. Commissions will be calculated at the end of each calendar month and will be paid to the Referrer within 15 business days of the end of the month. Payments will be made through the payment method agreed upon by Square Lemon Studio and the Referrer.

4. Square Lemon Studio reserves the right to modify or terminate this referral program at any time without prior notice. Any changes will be communicated to the Client via email or through the Square Lemon Studio website.

5. The Referrer is responsible for any tax obligations that may arise from the receipt of commissions under this referral program.

13. ACCREDITATIONS AND SELF PROMOTION

Unless otherwise agreed:

1. all displays or publications of any deliverables provided to the Client as part of the Services (Deliverables) must, if requested by Square Lemon Studio, bear an accreditation and/or a copyright notice including Square Lemon Studio's name in the form, size and location as directed by Square Lemon Studio; and

2. Square Lemon Studio retains the right to describe the Services and reproduce, publish and display the Deliverables in Square Lemon Studio's portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Services and Deliverables in connection with such uses.

3. Square Lemon Studio retains the right to use and reproduce all Works for the purposes of:

   1. promoting Square Lemon Studio’s skills and services, including by entering the works in competitions or design publications relating to professional quality and recognition in Square Lemon Studio’s industry; and

   2. display of the works in Square Lemon Studio’s portfolio of work, including for the purpose of soliciting new work from third parties.

14. CONFIDENTIALITY 

Except as contemplated by this agreement or a Proposal or Subscription or Subscription, a party must not and must not permit any of its officers, employees, agents, contractors or related companies to use or to disclose to any person any Confidential Information disclosed to it by the other party without its prior written consent. 

This clause does not apply to:

1. information which is generally available to the public (other than as a result of a breach of these terms or another obligation of confidence); 

2. information required to be disclosed by any law; or

3. information disclosed by Square Lemon Studio to its subcontractors, outsourced workers, employees, cloud storage providers or agents for the purposes of performing the Services or its obligations under this agreement.

For the purposes of this clause 13, "Confidential Information" means information of or provided by a party to the other party under or in connection with this agreement or a Proposal or Subscription that is by its nature confidential information, is designated by the party as confidential, or the other party knows or ought to know is confidential, but does not include information which is or becomes, without a breach of confidentiality, public knowledge.

15. INTELLECTUAL PROPERTY

15.1 CLIENT CONTENT

The Client grants to Square Lemon Studio (and its subcontractors, employees or agents) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use the Client Content to the extent reasonably required to perform any Services.

The Client:

1. warrants that Square Lemon Studio's use of Client Content as contemplated by a Proposal or Subscription or Subscription will not infringe any third-party Intellectual Property Rights; and 

2. will indemnify Square Lemon Studio from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.

   
   

15.2 SQUARE LEMON STUDIO IP

Unless otherwise expressly agreed in a Proposal or Subscription, the Client will not under these terms or any Proposal or Subscription acquire Intellectual Property Rights in any Square Lemon Studio IP. 

Square Lemon Studio grants to the Client a non-exclusive, royalty free, non-transferable, worldwide and revocable licence to use Square Lemon Studio IP to the extent required for the Client to use, enjoy the benefit of or exploit the Services and/or Deliverables.

15.3 DEVELOPED IP

[if IP owned by the Client] All Intellectual Property Rights in the Developed IP will pass on to the Client once the Client has paid all applicable Fees under a Proposal or Subscription or Subscription. The Client grants to Square Lemon Studio (and its subcontractors, employees or agents) a non-exclusive, royalty free, transferable, worldwide and irrevocable licence to use the Developed IP for any purpose required by Square Lemon Studio.

[if IP owned by Square Lemon Studio] All Intellectual Property Rights in the Developed IP will belong to Square Lemon Studio. Square Lemon Studio grants to the Client (and its subcontractors, employees or agents) a non-exclusive, royalty free, transferable, worldwide and irrevocable licence to use the Developed IP for any purpose required by the Client.

15.4 DEFINITIONS

For the purposes of this clause 14:

1. "Client Content" means any documents or materials supplied by the Client to Square Lemon Studio under or in connection with this agreement or a Proposal or Subscription or Subscription, including any Intellectual Property Rights attaching to those materials.

2. "Developed IP" means any materials produced by Square Lemon Studio in the course of providing Services or Deliverables including documentation, reports, data, designs, concepts, know-how, information, advice, opinions, emails, notes whether in draft or final form, in writing, provided orally, either alone or in conjunction with the Client or others, and any Intellectual Property Rights attaching to those materials. 

3. "Square Lemon Studio IP" means all materials owned or licensed by Square Lemon Studio that is not Developed IP and any Intellectual Property Rights attaching to those materials.

4. "Intellectual Property Rights" means any and all present and future intellectual and industrial property rights throughout the world, including copyright, trade marks, designs, patents or other proprietary rights, confidential information and the right to have information kept confidential, or any rights to registration of such rights whether created before or after the date of this agreement, whether registered or unregistered.

16. ASSIGNMENT OF COPYRIGHT

1. The ownership of copyright in all works produced by Square Lemon Studio which are not ultimately used remains with Square Lemon Studio. Square Lemon Studio also retains copyright in the following:

   1. draft concepts;

   2. working notes and any other internal written materials;

   3. preliminary drafts, drawings illustrations, photographs, and designs;

   4. preliminary electronic works including website drafts, programs, and multimedia applications;

   5. draft videos, sound recordings, outtakes, storyboards, scripts, screenplays, and character lists;

   6. designs which are rejected by the Client; and

   7. source files.

2. No copyright or any other intellectual property rights in the materials will be licensed to the Client until Square Lemon Studio has been paid in full all of the Fees.

3. Unless otherwise agreed by the parties, once the Fees are paid in full by the Client, Square Lemon Studio will licence to the Client copyright in the works, limited to the purpose and media described in the Services set out in a Proposal or Subscription. 

4. The Client acknowledges that:

   1. the Fees are based upon this limited licence of copyright; and

   2. if the Client requires a more encompassing licence or assignment, this must be the subject of further negotiations between the Client and Square Lemon Studio provides this in writing.

In all other respects, Square Lemon Studio retains copyright and all other all other intellectual property and moral rights (including the right of adaptation) in the works.

17. TYPEFACES

1. If, in its provision of the Services, Square Lemon Studio is required to create an original typeface for use in the works, then Square Lemon Studio retains all rights in relation to that typeface.

2. Square Lemon Studio may, at its discretion, licence any original typeface referred to in the preceding clause to be used by the Client or any third party. Any such licence is not and does not form part of this agreement.

3. If, in the provision of the Services, Square Lemon Studio is required to use an original typeface belonging to a third party, then the Client must:

   1. pay any licence fees to the third party owner of the typeface; and

   2. acquire a license to use the typeface (or authorise the design to acquire a licence on their behalf at the Client’s cost).

18. TRADE MARKS

1. Where Square Lemon Studio assigns the Intellectual Property Rights in any Developed IP to the Client, it becomes the sole responsibility of the Client. The Client is thereafter responsible for managing any conflicts, addressing copyright infringement claims, and ensuring compliance with relevant laws and regulations.

2. Square Lemon Studio will make every reasonable effort to prevent and verify that the works created as part of the Services do not infringe upon existing copyrights. However, after the works have been handed over and Developed IP assigned to the Client, no warranty or guarantee can be provided by Square Lemon Studio regarding potential copyright issues. 

3. It is strongly recommended that the Client takes proactive steps to safeguard their intellectual property within the works. This can include actions such as registering trademarks, where applicable, to enhance legal protection and prevent potential unauthorised use or infringement.

4. The Client agrees to indemnify and hold Square Lemon Studio harmless against any claims, disputes, or legal actions arising from the use of the works, including but not limited to copyright infringement claims, except where such claim is a result of negligence committed by Square Lemon Studio. This responsibility extends to any third-party claims.

5. Square Lemon Studio shall not be held liable for any damages, losses, or legal consequences resulting from the use, distribution, or modification of the works after the Developed IP has been transferred to the Client, except in the event of negligence by Square Lemon Studio.

19. SUBCONTRACTING

Square Lemon Studio may subcontract the provision of the Services. Square Lemon Studio will be responsible for the acts or omissions of its subcontractors as if they were the acts or omissions of Square Lemon Studio.

20. LIABILITY

1. (Limitation of liability) To the maximum extent permitted by applicable law, the maximum aggregate liability of the Square Lemon Studio to the Client in respect of loss or damage sustained by the Client under or in connection with this agreement is limited to the total Fees paid to the Square Lemon Studio by the Client in the 3 months preceding the date of the first event giving rise to the relevant liability. 

2. (Indemnity) The Client agrees at all times to indemnify and hold harmless the Square Lemon Studio and its officers, employees and agents ("those indemnified") from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those indemnified where such loss or liability was caused or contributed to by the Client or the Client's officers’, employees’ or agents’: 

   1. breach of any term of this agreement; or

   2. negligent, fraudulent or criminal act or omission.

3. (Consequential loss) The Square Lemon Studio will not be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with this agreement or any goods or services provided by the Square Lemon Studio, except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth) or any other applicable law.

21. RIGHT TO REFUSE 

1. Square Lemon Studio reserves the right to refuse any job brief or project for any reason deemed necessary, including but not limited to, conflicts with personal values, ethical considerations, or the nature of the work requested. In such cases, Square Lemon Studio will communicate the decision to the Client promptly and may suggest alternatives or modifications to align with the studio's values and standards.

2. If a project is declined, the Client will be notified in writing, and no fees will be charged for the refused project. Any fees already paid for the project will be refunded to the Client within a reasonable timeframe.

22. CANCELLATION 

22.1 CANCELLATION BY US

1. We may terminate these Terms or any Subscription in whole or in part immediately by written notice to you, at any time for any reason, including if:

   1. you, a member of your Personnel, or a User, are in breach of any term of these Terms; or

   2. you become subject to any form of insolvency or bankruptcy administration.

2. If we terminate these Terms under this clause 20.1 in circumstances where you have not breached any of these Terms, we will issue you with a refund of a pro-rata amount of the remainder of the current Subscription of Renewal Period’s Subscription Fee in which you will not have access to your Subscription.

   
   

22.2 CANCELLING YOUR SUBSCRIPTION

1. You may cancel your Subscription for convenience by following the prompts on the Website, or by contacting us in writing. The termination of your Subscription will take effect at the end of the then current Subscription Period or Renewal Period (Cancellation Period). 

2. Any Subscription Fees that would otherwise have been payable during the Cancellation Period will remain payable and, to the maximum extent permitted by law, no Subscription Fees already paid for the Cancellation Period will be refundable.  

3. We will continue to provide you the Subscription during the Cancellation Period (including your licence to the Software) and you may retrieve any necessary data during this time. 

   
   

22.3 TERMINATION FOR CAUSE

1. If a party (the Notifying Party) considers that the other party is in breach of this agreement (the Breach), the Notifying Party may provide a notice to the other party the nature and details of the Breach.

2. The other party will have 10 Business Days (or longer, in the Notifying Party’s discretion) to rectify the Breach (the Rectification Period).

3. After the Rectification Period, the Notifying Party will notify the other party that:

   1. where the Breach has been successfully rectified, that the agreement will continue; or

   2. where the Breach has not been successfully rectified, that this agreement is terminated (Termination for Breach Notice).

4. Following a Termination for Breach Notice:

   1. your Subscription will immediately terminate and you and your Users will no longer have access to the Subscription, User Data or your Account; and

   2. if you are the Notifying Party, no further fees will be payable by you (unless later found that such termination was invalid); or 

   3. if we are the Notifying Party, you must pay any outstanding Fees for the Subscription provided (or that would have been provided but for the termination notice) up to the date of termination. 

      
      

22.4 EFFECT OF TERMINATION

Upon termination of this agreement:

1. the Client must pay all amounts owed for services already provided as at the date of termination;

2. Square Lemon Studio will assess refund requests on a case-by-case basis. If a refund is requested within the first month of use, all materials produced by Square Lemon Studio will remain the property of Square Lemon Studio and are prohibited from being used by the Client in any manner. If a refund is deemed appropriate, a fee of 15% of the remaining billable period will be applied. Square Lemon Studio retains the right to determine whether a refund is appropriate;

3. each party must return all property of other parties to those respective parties;

4. each party must immediately return to each other party, or (if requested by that party) destroy, any documents in its possession or control containing Confidential Information of the other party; and

5. no rights, liabilities or remedies of any party will be invalidated by the termination.

   
   

22.5 SURVIVAL

Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of this agreement will survive and be enforceable after such termination or expiry.

23. DISPUTE

1. A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.

2. A party that requires reSubscription of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its reSubscription under this clause.

3. Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.

24. FORCE MAJEURE 

1. If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of:

   1. reasonable details of the Force Majeure Event; and

   2. so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation. 

2. Subject to compliance with clause 22(a) the relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.

3. The Affected Party must use its best endeavours to overcome or remove the Force Majeure Event as quickly as possible.

4. For the purposes of this agreement, a ‘Force Majeure Event’ means any:

   1. act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;

   2. strikes or other industrial action outside of the control of the Affected Party; 

   3. war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or

   4. any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of the Affected Party, to the extent it affects the Affected Party’s ability to perform its obligations.

25. NOTICES

1. A notice or other communication to a party under this agreement must be:

   1. in writing and in English; and

   2. delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (hello@squarelemon.studio). The parties may update their Email Address by notice to the other party.

2. Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party's Email Address, notice will be taken to be given:

   1. 24 hours after the email was sent; or

   2. when replied to by the other party,

whichever is earlier.

26. GENERAL

26.1 GOVERNING LAW AND JURISDICTION

This agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

26.2 AMENDMENTS

This agreement may only be amended in accordance with a written agreement between the parties.

26.3 WAIVER

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

26.4 SEVERANCE

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

26.5 JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

26.6 ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

26.7 COUNTERPARTS

This agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this agreement and all together constitute one agreement.

26.8 COSTS

Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.

26.9 ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

26.10 INTERPRETATION

1. (singular and plural) words in the singular includes the plural (and vice versa);

2. (gender) words indicating a gender includes the corresponding words of any other gender;

3. (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

4. (person) a reference to "person" or "you" includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;

5. (party) a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;

6. (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;

7. (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;

8. (headings) headings and words in bold type are for convenience only and do not affect interpretation;

9. (includes) the word "includes" and similar words in any form is not a word of limitation; and

10. (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.