Last Updated: 11/06/2023

THIS TERMS OF USE AGREEMENT (the “Agreement”) constitutes a legally binding agreement by and between 4AM Partners LLC, a limited liability company organized under the laws of the state of New York (“4AM Partners”) and the client, whether personally or on behalf of an entity (“Client”), with regard to access and use of 4AM Partners’ website: https://www.4ampartners.com (the “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 4AM Partners shall cease and be of no further force and effect between the parties, except that any obligation of Client to pay 4AM Partners for services rendered shall remain and continue to be an ongoing obligation owed by Client to 4AM Partners.

1. Intellectual Property Rights

Unless otherwise indicated, the Website is the property of 4AM Partners 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 4AM Partners and are protected by copyright and trademark laws and any other applicable intellectual property law or regulation of the United States, 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 4AM Partners’ express prior written permission. 4AM Partners reserves all rights in the Website, Content and Marks.

2. Ownership of Materials

Notwithstanding 4AM Partners’ ownership of Submissions, as described in Paragraph 4 (“Client Feedback”), all design and original source files created on Client’s behalf (“Projects”) belong to Client, and Client shall be the sole owner of the copyright for all Projects. In the event that any operation of law would cause 4AM Partners to become the owner of a Project, in whole or in part, rather than Client, 4AM Partners irrevocably and perpetually assigns its entire interest in the Project to Client, without limitation.Client warrants that any and all materials provided to 4AM Partners as examples or as material to be incorporated into a project during the design process are owned by Client and 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. 4AM Partners always reserves the right to share the Client's design work publicy (social media, website, etc.) unless agreed upon as stated in section 18 of this document.

3. Third-Party Fonts

In the event that any Project incorporates fonts that are not owned by 4AM Partners and require a commercial license in order for Client to legally reproduce, distribute, or publicly display the Project (“Third-Party Font(s)”), 4AM Partners will inform Client in writing that one or more Third-Party Fonts have been incorporated into the Project and that Client will need to purchase one or more licenses for the Third-Party Fonts from the rights-holder(s) of said Third Party Fonts in order to legally reproduce, distribute, or publicly display the Project. Said notice will include information sufficient for Client to identify which licenses are required and who to contact in order to purchase said licenses.So long as 4AM Partners has informed Client of the incorporation of Third-Party Fonts as described above, Client assumes all responsibility for any consequences as a result of a failure by Client to purchase one or more licenses for any Third-Party Fonts incorporated into a Project.

4. User Representations

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

5. Prohibited Activities

Client shall not access or use the Website for any purpose other than that for which the Website is made available to the Client. The Website may not be used in connection with any commercial endeavors except those related to the work performed by 4AM Partners on behalf of the Client. Further, Client agrees to refrain from the following:Make any unauthorized use of the Website;Retrieve data or content for the purposes of creating or compiling a database or directory;Circumvent, disable, or otherwise interfere with security-related features on the Website;Engage in unauthorized framing or linking of the Website;Trick, defraud or mislead 4AM Partners or other users;Interfere with, disrupt or create an undue burden on the Website or 4AM Partners’ networks or servers;Use the Website in an effort to compete with 4AM Partners;Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Website;Bypass any measures on the Website designed to prevent or restrict access to the Website or any portion thereof;Harass, annoy, intimidate or threaten any of 4AM Partners’ employees, independent contractors or agents providing services through the Website;Delete the copyright or other rights notice from any Content;Copy or adapt the Website’s softwareUpload or transmit, or attempt to do so, viruses, Trojan horses, or other material including anything that interferes with any party’s use of the Website or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operations or maintenance of the Website;Upload or transmit, or attempt to do so, any material that acts as a passive or active information collection or transmission mechanism;Disparage, tarnish or otherwise harm 4AM Partners;Use the Website in a manner inconsistent with any applicable laws, statutes or regulations.

6. Client Feedback