Last updated: 13 Jul 2023
1. Acceptance of Terms
These Terms of Service (this “Agreement”) between Loom of ideas LTD the company presenting the brand Hey Lilo (“we”, “us” or “Hey Lilo”) and you govern your access and use of our web platform made available through www.heylilo.com (this “Site”) and the subscription or other services we provide (the “Services”). By using this Site and accessing our Services in any manner, you acknowledge that you have read, understood, and agree to be bound by this Agreement.
This Site is controlled and operated by us from our offices within the United Kingdom. We make no representation that materials in the Site are appropriate or available for use in other locations, and access to them from territories where its contents are illegal is prohibited. Those who choose to access this site from locations outside the United Kingdom are responsible for compliance with all applicable laws.
We may update this Agreement from time to time. By continuing to use this Site and the Services after the update, you accept the update in its entirety. All updates are effective upon posting. We encourage you to check the “Terms of Service” link on the home page each time you visit this Site, so you are aware of any updates.
2. Privacy Policy
Our privacy policy, which can be found at https://www.heylilo.com/privacy-policy (the “Privacy Policy”), describes how we may use your personal information. By continuing to use this Site, you accept the Privacy Policy, which is incorporated herein by reference. If you object to your personal information being used as described in the Privacy Policy, please leave this Site immediately. You must be at least age 18 to access this Site.
3. Agreement
This Terms of Service (the “Agreement”) constitutes a legally binding agreement by and between Loom of Ideas LTD (company number 11631555), a private limited company organised under the laws of England and Wales, presenting the brand "Hey Lilo" (hereinafter referred to as "Hey Lilo") and the client, whether personally or on behalf of an entity (“Client”), with regard to access and use of Hey Lilo’s website and any other media form, channel, mobile website or mobile application related, linked or otherwise connected thereto. Failure to agree and adhere to all of the terms, conditions and obligations contained herein results in the express prohibition of the Client’s use of the Website, and the Client is ordered to discontinue use immediately. Thereafter the relationship between Client and Hey Lilo shall cease and be of no further force and effect between the parties, except that any obligation of Client to pay Hey Lilo for services rendered shall remain and continue to be an ongoing obligation owed by Client to Hey Lilo.
4. Intellectual Property Rights
Unless otherwise indicated, the Website is the property of Loom of Ideas LTD, presenting the brand "Hey Lilo", and all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics of any nature and regardless of format (herein, collectively or individually, the “Content”) and the trademarks, service marks, and logos contained there (the “Marks”) are owned and controlled by Hey Lilo and are protected by copyright and trademark laws and any other applicable intellectual property law or regulation of England and Wales, foreign jurisdictions and international conventions. The Content and Marks are provided “As-Is” for your information and personal use only. Except as expressly provided herein, no part of the Website and no Content may be copied, reproduced, aggregated, republished, uploaded, posted, displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without Hey Lilo’s express prior written permission. Hey Lilo reserves all rights in the Website, Content and Marks.
5. Ownership of Materials
5.1 Project Deliverables: Despite Hey Lilo's ownership of Submissions, as highlighted in Section 7 ("Client Feedback"), all exported files and deliverables developed on behalf of the Client ("Project Deliverables") are provided to the Client. The Client is granted the rights to utilise these Project Deliverables. In the event that any operation of law would cause Hey Lilo to become the owner of a Project Deliverable, in whole or in part, rather than the Client, Hey Lilo irrevocably and perpetually assigns its entire interest in the Project Deliverable to the Client, without limitation. Project Deliverables do not include Licensed Content, which is subject to certain license restrictions.“Licensed Content” means stock or otherwise pre-existing content elements that we own or license from a third party, including artwork, stock photographs, audio, typeface, video, designs, and writings. While you are, and will be, the sole and exclusive owner of all right, title, and interest in and to the Deliverables, the Licensed Content incorporated in the Project Deliverables is subject to the relative license. No rights are granted to you to any Licensed Content. Hey Lilo reserves the right to share the Client's Project Deliverables publicly (social media, website, etc.) unless otherwise agreed upon. Similarly, unless otherwise agreed upon, you agree that we may disclose that you are a customer and may use your name(s) and logo(s) in: (a) our digital, online, and printed marketing materials (including on our websites); and (b) external-facing presentations, including to individual clients and prospects.
5.2 Intellectual Property and Ownership of Client-Provided Material: The Client guarantees that any and all materials provided to Hey Lilo as examples or as material to be incorporated into a project during the design process are owned by the Client. The ownership of these materials remains with the Client and is not transferred to Hey Lilo.
5.3 Responsibility for Client-Provided Material: The Client affirms that the materials they provide do not infringe on or misappropriate any third party’s rights, including, but not limited to, all intellectual property rights and any right of publicity. You grant us a worldwide, royalty free, non-exclusive license to access and use of the Client-Provided Material to provide the Services.
6. User Guidelines
6.1 In accessing and using the Website, the Client confirms the following:
6.2 By submitting any User Content or participating in an Interactive Area connected to the Websites, you agree not to upload, post, or transmit any User Content that:
(a) infringes upon the rights of others, including content that defames, harasses, stalks, or threatens others;
(b) is knowingly false, misleading, or inaccurate;
(c) contains explicit expressions of bigotry, racism, hate speech, abusiveness, vulgarity, or profanity;
(d) contains or advocates pornography, sexually explicit content, or any content that is obscene or lewd;
(e) violates any law, advocates dangerous, illegal, or predatory acts, or discusses illegal activities with the intent to commit them;
(f) advocates violent behaviour;
(g) poses a threat to personal or public safety;
(h) contains violent images of killing or physical abuse that appear to have been captured primarily for exploitative, prurient, or gratuitous purposes;
(i) is protected by copyright, trademark, trade secret, right of publicity, or other proprietary rights without the owner's express permission. You bear the responsibility of ensuring that any User Content is not protected by such rights. You will be solely liable for any damage resulting from any infringement of these rights or any other harm resulting from such a submission. Any person determined by Hey Lilo, in its sole discretion, to have violated the intellectual property or other rights of others shall be barred from submitting or posting any further material on the Websites;
(j) does not pertain to the designated topic or theme of any Interactive Area;
(k) contains any unsolicited or unauthorised advertising or promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation;
(l) uses the name or likeness of an identifiable individual without their consent.
7. Client Feedback
The Client acknowledges and agrees that any questions, comments, suggestions, or other types of feedback or submission (collectively referred to as a “Submission”) will become the exclusive property of Hey Lilo. While Hey Lilo is under no obligation to maintain the confidentiality of a Submission, it will endeavour to uphold a level of confidentiality and discretion when requested by the Client or when the nature of the Submission warrants it. If Hey Lilo chooses to use the Submission for various purposes and confidentiality has been requested, the Submission will be redacted as necessary to safeguard any sensitive or confidential information.
Despite the above, Hey Lilo retains the sole and exclusive rights related to the Submission, barring the rights granted to the Client under Section 5 (“Ownership of Materials”). Hey Lilo reserves the right to use and disseminate a Submission for any lawful purpose, without the need for permission, acknowledgement, or compensation to the Client.
The Client confirms that they have the right to make and submit the Submission. The Client also waives all claims and recourse against Hey Lilo for using the Submission in line with these terms and at Hey Lilo's discretion in the future. The Client grant us a perpetual, irrevocable, worldwide, nonexclusive, transferable, sublicensable right and license to commercially exploit in any manner any Submission that the Client provides to us.
8. Our Services in Use
8.1 Hey Lilo offers subscription-based design and digital services without project-tier limitations. While we accept unlimited requests for Deliverables and their revisions, output volume may vary based on the complexity and total volume of requests. While we endeavour to accommodate your timelines and priority items, Hey Lilo's services may not be suitable for projects with time-sensitive demands.
8.2 We strive to ensure accuracy in our final Deliverables. However, given the nature of design and digital outputs, we cannot guarantee that all final Deliverables will be completely error-free. If any corrections are required, please notify us as we will be glad to accommodate your needs and make revisions as long as the subscription is active. In case corrections are needed on deliverables from a subscription that has ended, we will make an effort to work on them, provided the issues were notified to us 7 days before the end of the billing cycle and we were unable to fulfill the request on our side.
8.3 What we can create with a single subscription depends on many factors, including, but not limited to: (i) the type of request; (ii) the complexity of requests. We do not guarantee the amount of work that we can create with a single subscription.
8.4 The Services may provide you with an option to use AI-generated content, specifically MidJourney with OpenAI, as part of your Deliverable. If you opt to utilise AI-generated content or agree to its use in your Deliverable, you commit to comply with OpenAI’s terms of use and MidJourney's terms of service pertaining to such AI-generated content (which can be found at OPEN AI LINK and MIDJOURNEY LINK respectively and are incorporated herein by reference), or any other terms identified by us when you request or consent to the use of AI-generated content.
It should be clear that OpenAI’s terms of use and MidJourney's terms of service are separate from, and in addition to (and do not supersede or replace), Hey Lilo’s Terms of Service, which continue to apply in full force and effect. As we have limited control over AI-generated content, we cannot guarantee its accuracy, completeness, reliability, ownership, or non-infringement. Therefore, by requesting or agreeing to the use of AI-generated content, you acknowledge and accept that any use of such content is at your own risk.
8.5 Use of our Services necessitates the payment of recurring fees. Before we are obliged to provide Services, you must pay the fees (as well as applicable taxes) in full, as specified during registration, and updated by you from time to time. All fees are due upon receipt of the invoice. Failure of Hey Lilo to provide an invoice does not exempt you from your obligation to pay the fees as per the terms specified during registration. Upon registering for the Services, you authorise us to charge your payment method (e.g., credit card) for the fees and applicable taxes from your registration date based on your chosen billing frequency (e.g., monthly, quarterly, annually). Overdue charges will accrue interest monthly at the rate of 1.5% of the then-outstanding unpaid balance, or the maximum rate permitted by law, whichever is lower. We reserve the right to suspend or terminate your account in the event of a failure to pay amounts owed to us when due. All amounts owed under this Agreement are non-cancellable and non-refundable, except as specifically provided in Section 9.
8.6 We reserve the right to change our fees, providing 5 days' advance notice. However, please note that by subscribing to our services, you lock in your subscription fee for as long as your subscription remains active or paused. If you cancel your subscription and then decide to re-subscribe later, you will be subject to the fees applicable at the time of the new signup, which may be higher than your previous subscription fee. We are not required to notify you of temporary promotions or reductions in fees. Continuing to use the Services after any fee changes signifies your acceptance of those changes.
8.7 You may cancel your subscription with us at any time by contacting us at heylilo@loomofideas.com. If you cancel your subscription before the next renewal cycle, you may continue using your account and accessing your design files until the end of your paid billing term. Once your subscription expires, you will lose access to our Services and all design files associated with those Services. We do not offer refunds or credits for partial months of service, downgrades, or unused time. However, we do offer a pause feature for the monthly plan.
9. Returns and Refunds
Hey Lilo reserves the right to deny refund requests at its own discretion, without notice or liability to the Client. Each refund request is assessed on a case-by-case basis. We do offer refunds, but only until files have not yet been approved and delivered. Once files have been approved and delivered, we consider the service accepted, and therefore, we are unable to issue refunds. This policy is in place to ensure fairness to both our clients and our commitment to delivering professional work.
10. Termination
This Agreement will expire and terminate upon the expiration or termination of your account or subscription to a Service; provided that all sections of this Agreement which by their nature should survive termination will survive termination, including but not limited to, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
11. Force Majeure
If we are unable to perform any obligation under this Agreement because of any matter beyond our reasonable control, including but not limited to, pandemic or widespread outbreak of infectious diseases, government shutdown, lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial/labor disputes (whether or not involving our employees), acts of government, loss of or problems with telecommunications, utility services or other third party services, and hostile network attacks (each, a “Force Majeure Event”), we will have no liability to you for such failure to perform; provided, however, that we will resume performance promptly upon removal of the circumstances constituting the Force Majeure Event.
12. Governing Law
These Terms of Use shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles.
13. Litigation
Any legal action of whatever nature shall be brought in the state courts of England and Wales.
14. Disclaimer
The Website is provided on an as-is, as-available basis. Client agrees that its use of the Website and Services are at Client's sole risk. Hey Lilo disclaims all warranties, express or implied, in connection with the Website and Client's use thereof, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Hey Lilo makes no warranties or representations about the accuracy or completeness of the Website or any content thereon, or the content of any websites linked to the Website. Hey Lilo assumes no liability for any errors, mistakes, or inaccuracies of content and materials, personal injury or property damage of any nature whatsoever, any unauthorized access to or use of Hey Lilo's secure servers and/or any personal or financial information stored therein, any interruption or cessation of transmission to or from the site, any bugs, viruses, Trojan horses, or similar issues transmitted to or through the Website by any third party, and/or any errors or omissions in content and materials, or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available through the Website. Hey Lilo does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Website, a hyperlinked website, or any website or mobile application featured in any advertising.
15. Limitations of Liability and Indemnification
Hey Lilo and its directors, employees, members, independent contractors, or agents shall not be liable to the Client or any third party for any direct, indirect, consequential, incidental, special, or punitive damages, including lost profit, lost revenue, lost data, attorneys' fees, court costs, fines, forfeitures, or other damages or losses arising from the Client's use of the Website. The Client agrees to defend, indemnify, and hold harmless Hey Lilo and its subsidiaries, affiliates, and all respective officers, members, agents, partners, employees, and independent contractors from and against any loss, damage, liability, claim, or demand, including reasonable attorneys' fees and expenses, made by any third party due to or arising out of: (1) use of the Website; (2) breach of these Terms of Use; (3) any breach of the Client's representations and warranties set forth herein; (4) the Client's violation of the rights of any third party, including but not limited to intellectual property rights. Notwithstanding the foregoing, Hey Lilo reserves the right, at the Client's expense, to assume control and defense of any matter for which the Client shall be required to indemnify Hey Lilo under this agreement. The Client agrees to cooperate with the defense of such claims.
16. User Data
Client is solely responsible for all data transmitted to or that relates to any activity Client has undertaken using the Website. Hey Lilo shall have no liability to Client for any loss or corruption of any such data and Client hereby waives any right of action against Hey Lilo from any such loss or corruption.
17. Electronic communications, transactions and signatures
Client hereby consents to receive electronic communications from Hey Lilo and Client agrees that all agreements, notices, disclosures and other communications sent via email or through the Website satisfy any legal requirement that such communication be in writing. Client hereby agrees to the use of electronic signatures, contracts, orders and other records, and to electronic delivery of notices, policies and records of transactions initiated or completed by Hey Lilo or through the Website. Client hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records or to payments or the granting of credits by any means other than electronic.
18. Referrals
Referral tracking and payouts are handled through our third-party partner, Rewardful.com.
19. Project Board
Hey Lilo utilizes Trello as the designated platform for sharing Project Deliverables, Material, Requests, and Suggestions. Clients agree to access and interact with the provided content through Trello and acknowledge that Trello's terms of use and privacy policy (available at https://www.atlassian.com/legal/cloud-terms-of-service) also apply to their usage of the platform.
20. Miscellaneous
These Terms of Use and any policies posted on the Website or regarding the Website constitute the entire agreement and understanding between the Client and Hey Lilo. Failure of Hey Lilo to enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. If any provision or part of these Terms of Use is determined to be unlawful, void or unenforceable, that provision shall be severed from these Terms of Use but shall not otherwise affect the validity or unenforceability of the remaining provisions herein. Nothing in these Terms of Use, the Privacy Policy or on the Website shall be construed to constitute the forming of a joint venture, partnership, employment or agency relationship between Client and Hey Lilo.
20. Contact Information
For any questions or complaints regarding the Website, please contact Hey Lilo at: heylilo@loomofideas.com.