Terms of use

Welcome to Udesly.com, the store of design resources for passionate creatives and designers. This document shall serve as an agreement between Eclipse s.r.l. (hereafter “Udesly”, “Us” our “Ours”) – with its legal office in “Manfredi di Svevia” street, 2/A, 82100, Benevento, Italy, VAT n. 01658470628 -  and you (hereafter “You”, or “User” as applicable) which may be legally enforced against both parties. These Terms of Use ("General Terms"), along with The Privacy and Cookie Policy, govern your use of our website, customer support, services (collectively “Services”), as well as any applications, plugins, scripts, source code, instruction sets, and related documentation (collectively “Software”) and any other resources for design, specifically widgets and tools (collettively “Items”). Please read these Terms carefully and do not hesitate to contact Us at info@udesly.com if you are unclear about any of them because your use of our Services and products is conditional on your acceptance to be bound by these terms.

1. Registration

You need to be 18 years to register and create an account on Udesly.com. If You’re under 18 You will need to use the account of a parent or legal guardian who is at least 18 years of age, with their permission and this adult will be responsible for all Your activities.
If you create an account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf.
You promise that information you give us is true, accurate and complete and that You will keep Your account information up-to-date.Your account is not transferrable.
You are responsible for any use of Udesly.com that occurs in conjunction with Your username and password so keep Your password secure and don’t let any other person use Your username or password. If You realize there’s any unauthorized use of Your password or any breach of security please inform us promptly.

2. Purchase of Items

When You buy an Item on Udesly.com, You acquire the right to use that Item; You're not actually acquiring the Item itself. You acknowledge that by Your download the ownership of the Item does not get transferred to You and You must not claim that it is Yours.What You get includes a limited, non-exclusive, non transferable, worldwide license to use that Item for your personal, noncommercial use on the terms hereby provided.

2.1 Items’ license extension

To the purpose of this agreement, Items are licensed under a multiple-use license that allows You to use the them on multiple projects.
You can’t resell or re-distribute the Item on its own, or use it in a product offered for sale where the Item contributes to the core value of the product being sold.Distribution of source files is not permitted.
You are not allowed to:
- copy, modify, host, stream or sublicense the Items;
- sell, rent, share or transfer the Items or the right to use them;
- enable or allow others to use the Items using your account information.
The work You create with the Item must be used either by Yourself or by Your client.
You can’t re-distribute the Item as stock, in a tool or template, or with source files. You can’t do this with an Item either on its own or bundled with other Items, and even if You modify the Item. You can’t re-distribute or make available the Item as-is or with superficial modifications. Although You can modify the Item and therefore delete components before creating Your single End Product, You can’t extract and use a single component of an Item on a stand-alone basis.You must not permit an end user to extract the Item and use it separately.

3. Adapter

The Adapter is the application that allows you to connect Webflow to other CMSs.The Adapter is licensed on a subscription base. You can find the details for available plans here.If used to connect Webflow to WordPress and WooCommerce, the Adapter Application requires the Adapter plugin, a free WordPress plugins that let you use WordPress/WooCommerce to manage the converted template.

3.1 Adapter application license

In compliance with these Terms, we grant you the right to download the application on a worldwide basis for use by only one person, You, at a time.
The application is licensed, not sold, and Udesly reserves all rights to the software not expressly granted hereby, whether by implication, estoppel, or otherwise.
We grant you a limited, non-exclusive, non transferable, worldwide license to use the application for your personal, noncommercial use on the terms hereby provided. You may not:
(a) circumvent or bypass any technological protection measures in or relating to the software or disassemble, decompile, or reverse engineer it;
(b) otherwise attempt to discover the source code of the software;
(c) use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any manual process to access, acquire, copy, or monitor any portion of the Service or any Content or obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service;
(d) publish, sell, copy, rent, lease, or lend the software;
(e) transfer the software, its license or any rights to access or use it. You may not enable access to the software by unauthorized third-party applications.
The application may automatically update from time to time. These updates are designed to improve, enhance, and further develop the software and may take the form of bug fixes, enhanced functions, new software modules, and completely new versions. You agree to receive such updates (and permit us to deliver these to you with or without your knowledge) as part of your use of the software.

3.2 Adapter plugin license

The Adapter plugin is licensed under the terms of the GNU General Public License v3. You can modify the Udesly plugin or any part of them and distribute the modifications or new work as long as modified files contain notices regarding the existence and date of changes and any work that you distribute or publish that contains or is derived from the Plugin or any part of it is licensed as a whole at no charge to all third parties under the GPL v3.
The following additional terms apply:
- you agree to declare our copyright of the Plugin explicitly;
- you agree to add to your work a Legal notice which states the origin of the Plugin explicitly and marks that your modified version is different from the original one;
- you are not allowed to use the trade names “ECLIPSE s.r.l.”, “UDESLY”, “UDESLY PLUGIN” and “UDESLY ADAPTER” as well as the related trademarks for personal and commercial purposes.you agree to indemnify and hold harmless Us for any liability, damages, costs and expenses, arising out of or related to any agreements between you and the recipients you convey your work to.

4. Udesly Studio

We provide custom digital services to meet any specific needs our customers may have. Our “Studio” services include the projects conversions mentioned on Udesly site as well as any other specific digital service committed by a customer.
You are responsible for choosing the right services to meet your needs and making sure that all aspects of the services - including the scope, the number of revisions available and turnaround time communicated by our team by email – meet your needs. Our support team will do its best to satisfy your requests.
Please note that, in compliance with the European consumers law, refund is not issuable for custom services or products.

5. Your Content

“Content” means any templates or projects you upload and import into the Software in connection with your use of the Services as well as any materials, assets and files you send us to create a custom project.

5.1 Ownership.

You retain all rights and ownership of your Content. We do not claim any ownership rights to your Content.

5.2 Licenses to Your Content in Order to Operate the Services and Software

We require certain licenses from you to your Content in order to operate and enable the Services and Software. When you upload Content to the Software, you grant us a nonexclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce the Content as needed to provide our Services to you. In no case we will upload or storage your Content on our server. This license is only for the purpose of operating or improving the Services and Software.Make sure you have the necessary rights to grant us this license for any content that you upload to the Services and Software.By uploading your Content to the Services or Software, you agree that you have all necessary licenses and permissions to Share your Content; and the rights necessary to grant the licenses in the Terms.

5.3 Termination of License

You may revoke this license to your Content and terminate our rights at any time by removing your Content from the Service. Some copies of your Content may be retained as part of our routine backups, however.

5.4 Feedback

You have no obligation to provide us with ideas, suggestions, or proposals (“Feedback”). If you submit Feedback to us however, then you grant us a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, sell, offer to sell, import, reproduce, publicly display, distribute, modify, and publicly perform the Feedback.

6. User conduct

You must not misuse the Service/Software. For example, you must not:
- access or attempt to access the Service by any means other than our website;
- circumvent any access or use restrictions put into place to prevent certain uses of the Service; attempt to gain unauthorized access to the Service or any portion of it, any content, or any systems or networks connected to the Service, by hacking, password “mining”, or any other illegitimate means;
- share content or engage in behavior that violates anyone’s Intellectual Property Right (“Intellectual Property Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of publicity, and any other proprietary rights.);
- impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- attempt to disable, impair, or destroy the Service or any portion of it;
- disrupt, interfere with, or inhibit any other user from using the Service or any portion of it; use any data mining or similar data gathering and extraction methods in connection with the Services.

7. Billing and payment

You are invoiced at the prices and the currency indicated on the Website. Our system automatically detects of the visitor’s country (geolocation), with currency set accordingly. Please note that your payment is not refundable (read pt. 9 “Refund Policy”).
Prices and fees are not inclusive of the following taxes, which will be added as part of the total price buyers see before completing a purchase: (a) European Union countries’ VAT (if applicable) and (b) any other transactional taxes we state on the site that will be added.If You are a EU company – but not an Italian company – with a VIES registered VAT number, VAT is not charged in compliance with the reverse charge rules on EU VAT for intra-community transactions. To this purpose, You need to enter a valid VIES registered VAT number and the billing address (for further details read our FAQ). In any other case, VAT will be charged on the purchase at the rate applicable in the buyer’s country. VAT is not applied to purchases made in countries outside the European Union.Customers are responsible for the accuracy of any relevant information for tax purposes (including VIES registered VAT number and billing address).

7.1 Subscription and cancellation

Our services are licensed on a subscription base, with two billing systems:
a) Month-to-month. The monthly plan comes with a 7-day free trial after sign up. You can associate a single credit card with one trial account only. It’s not allowed to use the same credit card on different accounts to start more than one trial. Any fraudolent conduct will allow Us to block or close the user’s account and to report that conduct. We’ll automatically bill you from the date the free trial is ended. Your subscription will continue without renewal notice until you cancel which can be done, anytime and even during the free trial, through your Udesly account. Please note that your payment is not refundable and there will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. Because there’s no annual contract, your monthly rate is subject to change, but you will be notified of any change in your monthly rate with the option to cancel in accordance with these terms.
b) Annual contract, prepaid. Service begins as soon as your payment is processed. You’ll be charged the annual rate stated at the time of purchase as one lump sum, plus applicable taxes. Your subscription will continue without renewal notice until you cancel which can be done, anytime, through your Udesly account. Your payment is non-refundable and your service will continue until the end of your contracted term. You can cancel any time from your account. Renewal rates are subject to change. Subscription expires after one year from purchase. After the subscription is over, you will not receive the updates on the products, and the products that were added to your account will no longer be available to download in your account, but you will be still able to use the products that you downloaded before your subscription period was over. Once the subscription expires, you can no longer have access to our free support.You can upgrade the billing plan by paying the difference. Changes are effective immediately. We may change the fees in effect but will give the active members advance notice of these changes via a message to the email address associated with their account.

7.2 Incorrect prices or informations

Despite our reasonable efforts, items and services may occasionally be listed at an incorrect price or with incorrect information. If this happens, we may cancel or reverse a transaction, even after it is completed and a payment has been processed. If we do this, we’ll promptly arrange for any payment to be credited or refunded and You must not use the Item.

8. Refund policy

Given the nature of downloadable and irrevocable digital goods, Udesly does not issue refunds after the purchase is made. You are responsible for understanding this upon registering for our subscription or purchasing a product/service.

9. Changes to the Service, termination, and indemnity

We constantly work to innovate and find ways to provide our users with new features and services. Therefore, we may, with or without prior notice, limit access to, modify, change or discontinue any aspect of the Services or products. In no event will we be liable to you for any such modification, suspension or discontinuance of the Website or Services. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you. You agree that we will not be liable to you or to any third party for any such limitation, modification, change, suspension or discontinuance of Website or Services.
Udesly will employ reasonable efforts to make sure that the site is always available to Users, but temporary disruptions of the services available on our website may occur from time to time.

10. Indemnification

You agree to indemnify, defend, and hold Us and our employees and suppliers harmless from and against all claims, liability, damages, costs and expenses, including reasonable legal fees and expenses, arising out of or related to a breach of this Agreement, the use of our website and the use or the inability of use of any Service, Your failure to abide by any restriction regarding the use of the Service, or violation of any third party rights.

11. Liability

Except as provided in a non-excludable law, We shall not be liable to You or to any other person or entity for any general, punitive, special, direct, indirect, consequential or incidental damages, or lost profits or any other damages, costs or losses arising out of Your use of our Services.

12. Disclaimer of warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. WE MAKE NO COMMITMENTS ABOUT THE CONTENT WITHIN THE PRODUCTS. WE FURTHER DISCLAIM ANY WARRANTY THAT (A) THE ITEMS WILL MEET YOUR REQUIREMENTS OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE ITEMS WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (C) THE QUALITY OF THE ITEMS WILL MEET YOUR EXPECTATIONS; OR THAT (D) ANY ERRORS OR DEFECTS IN THE ITEMS WILL BE CORRECTED.WE SPECIFICALLY DISCLAIM ANY LIABILITY FOR ANY ACTIONS RESULTING FROM YOUR USE OF THE PRODUCTS. YOU MAY USE AND ACCESS THE ITEMS AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE USE AND ACCESS OF ANY PRODUCTS.

13. Links to Third Party Sites

The website may be linked to third-party websites which are not under the control of or maintained by Udesly.com.
You acknowledge that We are providing these links only as a convenience and that We are not responsible for the content of such sites. Your use of these other linked websites is at your own risk and subject to their own terms of use and privacy policies. You expressly release us from any and all liability arising from your use of any third-party website.

14. Intellectual property

We remain the sole owner of all rights, title, and interest in the Services, Softwares and Items. We reserve all rights not granted under these terms.
“Udesly.com”, logos and trademarks related to our Items, Software and Services are our trademarks. You may not copy, imitate or use them without our prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Udesly.com. You may not copy, imitate, or use them without our prior written consent.
All right, title and interest in and to the Udesly website, any content thereon, including but not limited to the Items, Software and tools is the exclusive property of Udesly, except for some third party photos and images that may be used with a regular license.
Photos, images and videos used in website are purely for demonstration or promoting purposes and are not included in the purchases. They’re licensed on the basis of editorial use only.

15. Privacy and Cookie policy

Our Privacy and Cookie Policy apply to the use of the Services/Software/Items and its terms are made a part of the Terms of Use by this reference. You understand and agree that by using the Services/Software/Items you consent to the collection and use of your Personal Information and aggregate data as set forth in our Privacy and Cookie Policy.

16. Changes to Term of Use

We may revise these Terms from time to time to better reflect:(a) changes to the law, (b) new regulatory requirements, or (c) improvements or enhancements made to our Services.
If an update affects your use of the Services or your legal rights as a user of our Services, we’ll notify you prior to the update's effective date by sending an email to the email address associated with your account or via an in-product notification.
The updated terms will be effective no less than 30 days from when we notify you.
If you don’t agree to the updates we make, please cancel your account before they become effective.
By continuing to use or access the Services after the updates come into effect, you agree to be bound by the revised Terms.

17. Dispute and claim

To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement (“Dispute”), you agree to first attempt to negotiate any Dispute informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon written notice. Your address for such notices is your billing address, with an email copy to the email address you have provided while registering. Our address for such notices is Eclipse srl, Manfredi di Svevia, 2A, 82100, Benevento, Italy.If We are unable to resolve a Dispute through informal negotiations, all claims arising from use of the Service by consumers based in the European Union or Norway, Iceland, and Liechtenstein will be solved through the On Line Dispute Resolution service provided by the European Union on the following link  http://ec.europa.eu/odr.
All claims arising from use of the Service by consumers based outside the European Union are subjected to the jurisdiction of the Italian courts in Benevento.

18. Applicable law

In some jurisdictions there may be consumer or fair trading laws that apply and that may give You rights that we cannot exclude, restrict or modify (‘non-excludable law’). Except as provided in a non-excludable law, we are bound only by the express promises made in these user terms and we are not bound by implied terms.