Terms of Service

Last Modified: Jul 29th, 2024

1). Acceptance Of Terms

This Agreement, known as the “Terms of Service,” outlines the terms between Hedgehog, LLC (“we,” “us,” or “Hedgehog”) and you, which govern your use and access to our web platform available at https://hedgehog.email (referred to as “this Site”) and the various subscription or other services we offer (collectively referred to as “the Services”). By using this Site and utilizing our Services in any way, you acknowledge that you have reviewed, comprehended, and consent to be legally bound by this Agreement.

From our offices in the United States, we control and operate this Site. We cannot guarantee that materials on this Site are suitable or available for use in other areas, and it is prohibited to access them from territories where their content is illegal. Those who decide to visit this site from locations outside the United States are responsible for complying with all applicable laws.

We reserve the right to update this Agreement periodically. By continuing to use this Site and its Services after an update, you agree to accept the revised terms in their entirety. All updates take effect immediately upon publication. We recommend that you check the “Terms of Service” link on the homepage each time you visit this Site to stay informed of any changes.

2). Privacy Policy

2.1 At https://hedgehog.email/privacy-policy/ (“Privacy Policy”), we have outlined how we may use your personal information. By using this Site, you agree to the Privacy Policy, which is included herein by reference. If you do not wish for your personal information to be utilized in accordance with the Privacy Policy, please leave this Site immediately. To access this Site, you must be at least 18 years old.

3). The Services

3.1 We will provide you with the applicable Services during the duration of your subscription if you comply with this Agreement and subscribe to a suitable plan, and we receive your payment(s) promptly. We will make every reasonable effort to make the Services available to you, except during planned downtime and unscheduled emergency maintenance. We may modify, replace, or discontinue the Services at any time and without prior notice.

3.2 You may only access and use the Services in accordance with this Agreement. You agree to provide accurate and up-to-date information about yourself in any form on this Site (Registration Data), maintain the Registration Data’s accuracy, update it promptly, and maintain the security of any password and identification information. You will immediately notify us of any unauthorized use of your account and accept sole responsibility for all activities that occur under your account. Each person using the Services must have a separate username and password, and you must provide a valid email address for each person authorized to use your account. You will provide any other information we reasonably request.

3.3 You are responsible for obtaining and maintaining all the telecommunications, broadband, and computer equipment and services needed to access and use the Services and for paying all related charges.

3.4 We may terminate your account without prior notice or liability if we, at our sole discretion, find that you have violated this Agreement, are not aligned with our model, are sharing usernames or passwords, violate our core values, or are misusing our services or team, including using our services for illegal purposes.

3.5 The “Licensed Content” includes artwork, stock photographs, audio, typeface, video, designs, and writings that we own or license. While you remain the sole and exclusive owner of all rights, title, and interest in and to your creative design project, the Licensed Content incorporated into it is subject to the license outlined in Section 4 below. You have no rights other than those expressly stated in this Agreement. You grant us a perpetual, irrevocable, worldwide, nonexclusive, transferable, and sublicensable right and license to commercially exploit in any manner any feedback, suggestions, or recommendations you provide to us.

3.6 As long as you comply with this Agreement, including timely payment of associated amounts due, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Services for your internal business purposes. You may not access or use the Services to monitor its availability, performance, or functionality for competitive purposes. You may not reverse engineer (except to the extent specifically permitted by statutory law), decompile, disassemble, or attempt to discover the source code, object code, or underlying structures, ideas, or algorithms of the Services. You may not modify, translate, or create derivative works based on the Services or use the Services for any purpose other than your internal business purposes, and you must comply with all applicable laws and regulations (including, but not limited to, privacy and intellectual property laws) when using the Services.

4). Use Of The Services

4.1 Under the applicable plan, you may use the Services for any number of projects and scope appropriate for your account size. While we accept unlimited requests and revisions, the volume of our output depends on several factors, including the total request volume and complexity. We will work with you to accommodate priority items and timelines, but we recommend that you avoid using our Services for time-sensitive projects. If you had time sensitive projects, please plan and submit tasks early so we can work ahead of your timelines. 

4.2 We strive to minimize errors, but due to the nature of creative design, we cannot guarantee that all tasks delivered will be 100% error-free. When we deliver a deliverable to you (first draft), you must review and proofread the deliverable for any errors or omissions and notify us of any necessary changes or corrections. If there are changes you would like to be make to the deliverable, you can submit a revision request and we will complete it in a timely manner. All revision drafts thereafter will work the same way. 

Tasks will remain “open” until approved by the subscriber. Tasks that are approved are final and edits or updates cannot be made after the fact. Please be sure to proofread all drafts and revision drafts before approving a task.

If you do not approve a task, we will not work automatically on the next task in the queue. The task will remain open indefinitely until approved by the subscriber. 

4.3 You are the owner and/or controller of all information, data, or materials (Customer Content) that you provide to us to use the Services. By submitting Customer Content to us, you represent that you own such Customer Content and/or have the necessary rights, licenses, and authorizations to distribute it. You grant us a worldwide, royalty-free, non-exclusive license to access and use Customer Content to provide the Services.

4.4 You are the sole and exclusive owner of all rights, title, and interest in the deliverables, including all intellectual property rights therein. We acknowledge that, with respect to any deliverables that may qualify as “work made for hire” as defined in 17 U.S.C. §101, such deliverables are deemed a “work made for hire” for you. To the extent that any deliverables do not constitute a “work made for hire,” we irrevocably assign all rights, title, and interest throughout the world in and to the deliverables, including all intellectual property rights therein. However, the terms of this Section 4.5 are subject to your compliance with this Agreement, your full payment of applicable amounts due, and the terms of Sections 4.6 and 5. You grant us a limited, non-exclusive, non-sublicensable, royalty-free worldwide license to use, host, run, copy, reproduce, process, adapt, translate, publish, transmit, display, and distribute any deliverables we develop in connection with the Services solely to provide the Services to you and manage your account. We may also use the deliverables and other information about you and your use of the Services for internal purposes to improve and enhance our Services and, in an aggregated form, to illustrate the scope of our Services for marketing and advertising purposes.

4.5 During the provision of Services, we may use specific pre-existing materials. We and our licensors own all rights, title, and interest in and to any pre-existing materials, and we will remain the sole and exclusive owners. We grant you a perpetual, limited, royalty-free, non-transferable, non-sublicensable, worldwide license to use, display, and distribute any pre-existing materials to the extent incorporated, combined with, or necessary for the use of the Services or deliverables. We reserve all other rights in and to such pre-existing materials.

4.6 We do not support or tolerate discrimination of any kind, especially on the basis of race, religion, sex, sexual orientation, age, disability, ancestry, or national origin. You are not permitted to use the Service in a way that would or could promote or support such discrimination or incite hostility or violence. If we determine, in our sole discretion, that you are using the Service to discriminate, especially on the basis of race, religion, sex, sexual orientation, age, disability, ancestry, or national origin, we may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason.

5). Use Of Stock Services

5.1 Provided you comply with this Agreement and pay all applicable fees, we grant you a revocable, non-exclusive, non-transferable, royalty-free, worldwide license to use the Licensed Content for personal or professional use, including use in your own design projects. You agree not to stockpile, sell, lease, sublicense, distribute, copy, reproduce, republish, reverse engineer, download, data mine, or modify any Licensed Content, except as permitted by us.

5.2 If we license Licensed Content from third parties, such as Adobe Stock, you must comply with their relevant license. You may not sell, sublicense, assign, grant a security interest in, or otherwise transfer your rights to use the Licensed Content, except as part of a design deliverable prepared by us or for your own personal use. You may not modify, alter, adapt, translate, convert, or create derivative works of any Licensed Content or falsely represent yourself as the original creator of any Licensed Content. You may not use Licensed Content in a pornographic, defamatory, or unlawful manner, or in a way that allows others to download, extract, or redistribute the Licensed Content as a standalone file or work. You must also indicate if the Licensed Content features models or property in connection with a subject that would be unflattering or unduly controversial to a reasonable person.

5.3 Our licensors and we retain ownership over Licensed Content, whether downloaded through our Stock Services or incorporated into your creative design deliverable. We reserve the right to terminate or withdraw all licenses if you fail to comply with this Agreement. If we terminate your license, you must stop using the Licensed Content.

5.4 We do not support or tolerate discrimination on the basis of race, religion, sex, sexual orientation, age, disability, ancestry, or national origin. You may not use the Service in a way that promotes discrimination, hostility, or violence. If we determine that you are using the Service to discriminate against others, especially based on the factors listed above, we may suspend or terminate your access to the Service without notice or liability.

6). Fees

6.1 To access our Services, you must pay recurring fees which include applicable taxes, in full and according to the billing frequency specified during registration. All fees are recurring and billed automatically to your card on file. You authorize us to charge your payment method (e.g. credit card) for the fees and taxes from your registration date based on the billing frequency you choose. If your payment is overdue, we may charge interest on the outstanding unpaid balance at a monthly rate of 5% or the maximum rate permitted by law, whichever is lower. We reserve the right to suspend or terminate your account if you fail to pay the owed amounts. All amounts owed under this Agreement are non-refundable and non-cancelable, except as provided in this Section 6.

6.2 We may change our fees upon providing 5 days’ advance notice. By continuing to use our Services, you accept these changes. Temporary promotions or fee reductions are not required to be notified to you.

6.3 You can cancel your subscription at any time by contacting our support team or directly through our application. If you cancel your subscription before the next renewal cycle, you will still have access to your account and all current and past tasks until the end of your paid billing term. Once your subscription expires and you are downgraded, you will retain all past and current tasks, as well as any unused credits, which will be available to you if you subscribe again. However, you will not be able to use the platform or submit tasks in the queue unless you are currently subscribed to an active plan.

7). Confidential Information

7.1 In this Agreement, “Confidential Information” refers to information that is not public or proprietary, including but not limited to information about current or future business, products and services, research, images, development, design details and specifications, and marketing plans.

7.2 During our relationship, you may disclose your Confidential Information to us. We agree to keep your Confidential Information confidential and not disclose it to any third party, except as approved or directed in writing by you. We will only use your Confidential Information for the purpose of providing the Services and will limit access to it to only those involved in providing the Services. 

7.3 Similarly, we may disclose our Confidential Information to you during our relationship. You agree to keep our Confidential Information confidential and not disclose it to any third party, except as approved or directed in writing by us. You will only use our Confidential Information as permitted by this Agreement and will limit access to it to only those who need to know. You will be responsible for any breach of this provision by your employees, officers, directors, contractors, representatives and agents.

7.4 However, the following is not considered Confidential Information: (a) information that was public at the time of disclosure or has become public without violating this Agreement; (b) information that was already in the rightful possession of a party at the time of disclosure; (c) information that is independently developed by a party without violating this Agreement; or (d) information that is obtained from a third party without breaching this Agreement.

7.5 The confidentiality obligations in this Agreement will remain in effect for two (2) years after the termination of this Agreement.

8). Publicity

8.1 Subject to your express notification to the contrary or the imposition of reasonable limitations or stipulations, you hereby grant us the authority to disclose your status as our client and to utilize your name(s) and logo(s) in our promotional materials, encompassing digital and print formats, such as our websites and external-facing presentations, which may be directed toward individual clients and potential customers.

9). Term And Termination

9.1 Your account or subscription to a Service will determine the expiration or termination of this Agreement. However, certain provisions, such as accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability, will continue to survive even after termination.

9.2 We have the right to terminate this Agreement upon notice if you default or breach any provision of this Agreement. Upon expiration or termination of your account or subscription to a Service, you will lose all access to that Service and any related files, including Customer Content. If we terminate this Agreement for your breach, any licenses to Licensed Content will also terminate.

10). Disclaimer Of Warranties

10.1 We warrant that all deliverables will be delivered to you with good and valid title license, free from any encumbrances or liens, except for licensed content and other pre-existing materials, which may be subject to additional terms and restrictions. However, except as expressly provided in section 9.1, we provide the site and services “as is” and “as available.” We make no representations or warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement of intellectual property rights, or any other violation of rights, whether oral or written, arising by law, course of dealing, course of performance, usage of trade, or otherwise, and to the extent permitted by law, we disclaim all such warranties.

11). Liability Waiver

11.1 We shall not be liable for any loss of profits, revenues, data, financial losses or any indirect, special, consequential, exemplary, or punitive damages arising out of the use or inability to use this Site. To the extent permitted by law, our total liability for any claims under these Terms, including for any implied or expressed warranties, shall not exceed fifty dollars, regardless of the cause of action, whether in tort, contract, or otherwise. This provision shall not affect any liability that cannot be excluded or limited under applicable law.

12). Indemnification

12.1 As a condition of using our Services, you agree to defend, indemnify, and hold us harmless from any claims, liabilities, damages, losses, and expenses, including reasonable attorney’s fees and costs, arising from your use of the Services or any deliverables, or from any Customer Content you submit. You must also cooperate with us in the defense of any such claim. We reserve the right to take over the exclusive defense and control of any matter subject to indemnification by you, and you may not settle any claim without our prior written consent.

13). Links To 3rd Party Platforms

13.1 If this Site is accessible through any third-party platform or we provide links to any third-party platform from this Site, we cannot be held responsible for any content or practices of those third parties.

14). Digital Millennium Copyright Act

15). Disputes Resolution and Choice Of Form

15.1 This Agreement is governed by the laws of the State of California and will be construed accordingly, without considering any conflicts of law principles that would apply the laws of any other jurisdiction. Any legal action, claim, or proceeding related to or arising out of this Agreement must be brought in a state or federal court located in Orange County, California. The parties agree to submit to the exclusive jurisdiction of these courts in any legal action or proceeding.

15.2 The parties agree to bring any claims against each other solely on an individual basis and not as part of a class action or representative action or proceeding.

15.3 Any cause of action or claim arising out of or related to this Agreement must be commenced within one (1) year after the cause of action accrues, or it will be permanently barred.

16). Assignment

16.1 This Agreement is intended for your personal use, and you may not transfer or assign this Agreement or any of your rights or obligations under this Agreement without obtaining our prior written consent. We reserve the right to assign this Agreement, including in connection with a merger, acquisition, bankruptcy, reorganization, or sale of all or a portion of our assets or stock, without restriction.

17). Severability

17.1 In the event that a court of competent jurisdiction deems any provision of this Agreement invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect and unimpaired. The invalid, illegal, or unenforceable provision(s) will be replaced by a valid, legal, and enforceable provision(s) that reflects the parties’ original intent as closely as possible.

18). Non-Waiver

18.1 Neither party’s failure to exercise any right under this Agreement shall be considered a waiver of any further rights. A waiver by either party of any term or condition or any breach, in any single instance, will not waive such term or condition or any subsequent breach.

19). Force Majeure

19.1 If circumstances beyond our reasonable control, including but not limited to a pandemic or outbreak of infectious diseases, government shutdown, natural disasters, war, civil disorder, labor disputes, acts of government, telecommunications or utility services problems, or hostile network attacks (each, a “Force Majeure Event”), prevent us from fulfilling our obligations under this Agreement, we will not be liable to you for any such failure to perform. We will resume our obligations promptly after the Force Majeure Event has ended.

20). Refunds

21). Entire Agreement

21.1 In the event that you have signed a different agreement with us that applies to your use of this Site or our Services, the terms of that agreement shall take precedence in case of any conflict with this Agreement. In all other circumstances, this Agreement represents the complete understanding between the parties with respect to its subject matter and supersedes all prior communications and proposals.