Off Menu Design Lab, LLC - Terms of Use

Last Updated: 4/02/2024

1. Agreement Overview

This Terms of Use ("Agreement") constitutes a legally binding agreement between Off Menu Design Lab, LLC, a Limited Liability Company organized under the laws of the State of Delaware ("Off Menu"), and the Customer ("Customer"). Failure to agree to and adhere to all terms, conditions, and obligations contained herein results in the prohibition of the Customer's use of the Services, requiring immediate discontinuation. Except for ongoing obligations, such as payment for services rendered, the relationship between Customer and Off Menu shall cease upon termination of this Agreement.

2. Service Plans

Single Course: Off Menu provides comprehensive branding and web design services, which include the support of one partially dedicated designer. Customers will receive updates every 48-72 hours delivered via Slack, with design walkthroughs shared via videos such as Loom. Customers can schedule a weekly call with a Project Manager to ensure all aspects of the project are aligned with their vision. Off Menu will commence work on new requests within three business days.

Prix Fixe: The Prix Fixe plan is catered to customers needing more extensive design support, offering the expertise of up to two designers as necessary. This plan is ideal for product design projects that require a range of design solutions. Like the Single Course plan, it includes support from a Project Manager, updates every 48-72 hours, and design updates via Loom videos. Weekly calls with the Project Manager can also be arranged upon request. Off Menu commits to a response time for new service items within two business days.

Both the Single Course and Prix Fixe Service Plans include the ongoing support of a Project Manager to ensure project continuity and alignment with customer goals. Off Menu reserves the right to adjust, enhance, or revise these Service Plans at its sole discretion. Customers are encouraged to review the terms regularly to stay informed of any changes.

3. Cancellation and Renewal Policy

To discontinue the Service Plans provided by Off Menu, Customers are required to give a clear and unequivocal written notice of cancellation at least twenty-one (21) days prior to their next billing cycle renewal date. This advanced notice is crucial to avoid incurring charges for the upcoming period. The necessity of a 21-day notice period is due to the significant resource allocation and planning Off Menu undertakes to ensure that dedicated designers and Project Managers are available to deliver the high-quality service our Customers expect.

In the event that a Customer fails to provide a 21-day notice of cancellation, the Customer will be subject to the full charges of the subsequent billing period. These charges are non-refundable, as they compensate for the allocation and reservation of design resources that may have been otherwise utilized for other projects. This policy ensures that Off Menu can maintain the highest level of dedicated service for all its active projects.

Customers are encouraged to consider their project timelines and plan cancellations accordingly to align with this policy. Off Menu remains committed to providing clear and transparent communication regarding renewal dates and will send reminders to Customers to aid in this process. Any intent to cancel must be communicated directly to Off Menu's designated contact channels to be considered valid.

4. Acceptance of Work

Off Menu provides a review period of three (3) business days following the delivery of design work for the Customer to evaluate and provide feedback. The Customer’s input is invaluable for ensuring the final product meets their expectations.

Should Off Menu not receive feedback or revision requests within the three (3) business days post-delivery, the work will be considered accepted, and the Off Menu team will move forward with the next task. This acceptance is procedural and does not prevent the Customer from providing additional feedback or requesting iterations afterward. Off Menu is committed to accommodating further refinements; however, it is understood that this will not delay the ongoing project timeline or the subscription billing cycle.

We encourage Customers to provide timely feedback to align with the project's momentum but understand that iteration is a natural part of the creative process. Off Menu is happy to continue iterating on the delivered work to ensure that the Customer's vision is fully realized, while also maintaining the pace of project development.

5. Pricing Plans and Refund Policy

Customers have the flexibility to cancel their subscription with Off Menu; however, a notice of cancellation must be submitted in writing at least twenty-one (21) days prior to the end of the current billing cycle. This notice period is crucial as resources, including dedicated designers and project managers, are allocated based on anticipated project continuation. Therefore, Off Menu does not offer refunds once these resources have been assigned and work has commenced.

In the event that a Customer submits a cancellation notice, Off Menu will continue to provide services until the completion of the current billing cycle. There are no refunds for any portion of the services that have been unused within this billing period. Following the submission of the cancellation notice, the subscription will not be renewed, and no further charges will be incurred after the end of the billing cycle in which the cancellation notice period concludes.

Please be advised that there are no refunds for partial months of service, and any cancellation request must adhere to the 21-day notice requirement to avoid billing for the subsequent period.

6. Intellectual Property Rights

Customers of Off Menu pay in advance for each month of service. Consequently, ownership of all works created specifically for the Customer during a given billing cycle is transferred to the Customer immediately upon commencement of that cycle's service. This includes, but is not limited to, brand assets, website designs, and customized graphics created as part of the service agreement.

While Off Menu retains all rights to its foundational and underlying Content, such as software, design frameworks, trademarks, logos, and pre-existing text, graphics, and media (collectively, the “Content”), the specific works produced for a Customer during the paid service period are the Customer's property from the point service delivery begins for that billing cycle.

These works, once created and delivered within the scope of a paid billing cycle, are protected under the Customer's ownership by copyright laws and regulations of the United States and foreign jurisdictions and international conventions, as applicable.

7. Ownership of Materials

Consistent with the Intellectual Property Rights section, while Off Menu retains ownership of its proprietary materials and general content used in the creation process, the Customer obtains full ownership of the final, delivered project work. This includes all design and original source files created specifically for the Customer’s project. Upon full payment for the respective service, the Customer shall be the sole owner of the copyright for all completed projects. It should be noted that this transfer of ownership pertains only to the final, custom-created works and does not include Off Menu’s underlying tools, methods, or pre-existing materials.

8. Fonts

In the event that any Project incorporates fonts not owned by Off Menu and requiring a commercial license for legal reproduction, distribution, or public display, Off Menu will inform the Customer in writing. The Customer will need to purchase the appropriate licenses for the Third-Party Fonts. The Customer assumes all responsibility for consequences due to failure in purchasing required licenses for any Third-Party Fonts incorporated into a Project.

9. Customer Representations

By using the Services, Customer represents and warrants that: Customer has the legal capacity and agrees to comply with these Terms of Use; Customer is not a minor; Customer will not access the Services through automated or non-human means; Customer will not use the Services for any illegal or unauthorized purpose; Customer’s use of the Services will not violate any applicable law or regulation.

10. Prohibited Activities

Customers shall use the services provided by Off Menu solely for lawful purposes and in accordance with the intended use of these services. Specifically, the creative content and materials produced by Off Menu are to be used by the Customer in a manner that aligns with the agreed-upon project scope and is consistent with the terms of the service plan selected. Customers are prohibited from:

Reselling, redistributing, or otherwise exploiting the services or content created by Off Menu for unauthorized commercial purposes.

Using the services or content created in any way that infringes upon the intellectual property rights of others, including but not limited to unauthorized reproduction, modification, or distribution.

Engaging in any activity that is illegal, fraudulent, or violates the rights of any third party.

The use of Off Menu’ services should be in a manner that respects the integrity of the creative process and adheres to the legal and ethical standards of content creation and usage.

11. Feedback

Customer acknowledges and agrees that any questions, comments, suggestions, or other feedback related to the services provided by Off Menu ("Feedback") must be communicated through designated platforms, specifically Loom or Figma. This ensures that Feedback is properly recorded and addressed. Off Menu shall retain ownership of all Feedback and is under no obligation to keep it confidential.

Off Menu is not liable for any oversight or failure to act on Feedback that is not shared through the aforementioned designated channels. Customers are encouraged to use these platforms for all communication regarding Feedback to ensure it is duly noted and appropriately responded to.

12. Oversight

Off Menu reserves the right to monitor the Services for violations of these Terms of Use and to take appropriate legal action against violations. Off Menu further reserves the right to restrict or deny access to the Services or disable the Customer’s use of the Services, without notice or liability.

13. Returns and Refunds

Off Menu maintains a strict no-refund policy on all payments made for services. This is in line with our 21-day cancellation notice requirement as detailed in the "Cancellation and Renewal Policy" section. Customers wishing to cancel their subscription must provide written notice at least twenty-one (21) days prior to their next billing cycle to prevent charges for the subsequent period.

Despite this policy, Off Menu is committed to delivering the promised services for the entirety of the current billing cycle, even if a cancellation request is received. No refunds will be issued for any cancellations, including those made within the 21-day notice period, as this timeframe is necessary for us to efficiently reallocate resources and maintain the high-quality service our customers expect.

14. Modifications to Terms of Use

Off Menu reserves the right to change, alter, modify, or remove any content on the Services at its sole discretion. Off Menu reserves the right to modify or discontinue all or part of the Services without notice and without liability to the Customer.

15. Interruptions

There may be occasions where service interruptions occur due to factors beyond our control. These may include, but are not limited to, unforeseen circumstances such as team member unavailability, technical difficulties, or external factors impacting our ability to deliver services.

In the event of such interruptions, Off Menu shall not be liable for any loss, damage, or inconvenience caused by the Customer’s inability to receive the services during these periods. We are committed to minimizing any disruptions and will endeavor to notify Customers of any significant interruptions and resume services as promptly as possible.

16. Governing Law

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

17. Limitations of Liability and Indemnification

Limitations of Liability: Except as otherwise provided in the indemnification obligations below, under no circumstances shall Off Menu Design Lab, 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 the Customer or any third party, whether in an action in contract or tort, arising from the Customer’s access to, or use of, the Services provided.

Indemnification:

Off Menu shall indemnify, defend, and hold harmless the Customer from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of any claim or action by a third party alleging that the use of the design work produced by Off Menu as delivered to the Customer and used in accordance with the terms of this Agreement infringes the intellectual property rights of such third party.

The Customer agrees to indemnify, defend, and hold harmless Off Menu against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of any claim or action by a third party alleging that the use of the Services in a manner not authorized by this Agreement, or the Customer’s modification of the design work, infringes the intellectual property rights of such third party.

The indemnification obligations set forth above are conditioned on the indemnified party: (a) promptly notifying the indemnifying party in writing of any claim or action; (b) giving the indemnifying party exclusive control and authority over the defense or settlement of such claim or action; (c) providing assistance in connection with the defense or settlement of such claim or action at the indemnifying party’s request and expense.

Notwithstanding the foregoing, the total liability of each party under the indemnification obligations shall not exceed the total amount paid to Off Menu by the Customer under this Agreement within the 12-month period preceding the claim.

The indemnifications set forth above shall not apply to the extent that the alleged infringement arises from: (a) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Off Menu or not authorized by Off Menu in writing; (b) modifications to the Services by anyone other than Off Menu; (c) the Customer's failure to use updates or modifications to the Services that Off Menu has provided specifically to avoid infringement; or (d) the Customer’s failure to secure appropriate rights, licenses, consents, or permissions required for third-party assets it directs Off Menu to incorporate into the design work.

Both parties acknowledge that the limitations and exclusions of liability and indemnity in this agreement are fundamental elements of the basis of the bargain between Off Menu and the Customer, with the exception that these limitations do not apply to the indemnifiable losses as set forth above.

18. Customer Data

The Customer is responsible for providing all necessary data and materials required for Off Menu to perform its services. This includes, but is not limited to, specific project requirements, content, images, or any other information relevant to the completion of the services.

While Off Menu takes reasonable measures to safeguard the data provided by the Customer during the service process, it shall not be liable for any loss, corruption, or compromise of such data. Customers are advised to maintain backups and copies of all materials provided to Off Menu. In the event of any loss or corruption of data, Off Menu will endeavor to assist in the recovery process to the best of its ability, but it cannot guarantee the restoration of lost or corrupted data.

19. Electronic Delivery of Materials

Customer consents to receive electronic communications from Off Menu and agrees that all agreements, notices, disclosures, and other communications sent electronically satisfy legal requirements for written communication.

20. Showcasing Work

Off Menu reserves the right to showcase design work on digital channels unless otherwise agreed upon through a Non-Disclosure Agreement (NDA) to protect sensitive information.

21. Termination

These Terms of Use remain in effect until terminated by the Customer or Off Menu. Customers may terminate their agreement in accordance with the cancellation policy outlined in the "Pricing Plans and Refund Policy" section. Off Menu reserves the right to terminate this Agreement at any time, with reasonable notice to the Customer, unless in cases of breach by the Customer, including but not limited to non-payment and violation of these Terms of Use. Off Menu may also suspend or terminate Customer's access to the Services for any substantial breach of these terms.

Upon termination, all rights and obligations of both parties, save for those explicitly stated as surviving the termination (such as payment obligations for services already rendered, confidentiality, and ownership of materials), will cease. Off Menu will take reasonable steps to ensure a smooth transition and minimize disruption to the Customer's ongoing projects.

Contact Information

For questions or comments regarding these Terms, please contact:
Off Menu, LLC
909 W Washington Blvd.
Chicago, IL 60607