Effective Date
The date of completed purchase.
Parties
This Terms of Sale and Intellectual Property Transfer Agreement ("Agreement") is entered into by and between The First Fold ("Vendor"), a business operating in the Commonwealth of Virginia, United States, and the purchasing party ("Purchaser").
Together referred to as "the Parties."
Article I — Definitions
"Brand Identity Kit" means the specific package of digital assets sold under this Agreement, including:
a. Logo Files: Primary and secondary logo designs in standard digital formats (e.g., SVG, PNG, AI).
b. Brand Guidelines: Documentation outlining brand color palette, typography, and usage rules.
c. Static Site Files: Pre-built, non-dynamic website source files (HTML, CSS, JS).
d. Font Package: If included, a compressed file containing font files. Purchaser is solely responsible for ensuring compliance with any third-party font licenses. Vendor makes no warranty that redistribution of fonts is permitted under third-party licenses.
"Ancillary Services" means any additional services offered by Vendor beyond the Brand Identity Kit (e.g., customizing or converting the static site into a live e-commerce platform, WordPress or Shopify integration).
Article II — Purchase, Payment, and Delivery
2.1. Sale. Vendor agrees to sell and Purchaser agrees to purchase the Brand Identity Kit described at checkout.
2.2. Payment. The full purchase price is due at the time of order. Payment must clear before delivery.
2.3. Delivery. Vendor shall deliver the Brand Identity Kit electronically to Purchaser’s provided email address within three (3) business days of full cleared payment.
2.4. All Sales Final; Delivery & Functional Files. Because the Brand Identity Kit is digital and delivered electronically:
Final Sale. All sales are final and non-refundable except as stated below.
Delivery & Functionality. If the files delivered by Vendor are corrupted, incomplete, or otherwise non-functional due to a vendor-side error, Purchaser must notify Vendor in writing within seven (7) calendar days of delivery. Purchaser agrees to provide Vendor a reasonable opportunity and cooperation to remedy the issue (such as re-sending or repairing files).
Purchaser Responsibility. Failure or inability to use the files due to Purchaser’s own systems, hosting environment, software, or technical skill does not constitute a defect or entitle Purchaser to a refund.
Chargebacks. Purchaser agrees not to initiate a payment dispute except in cases of true fraud or unauthorized payment. Bad-faith or fraudulent chargebacks constitute a breach of this Agreement and unauthorized use of the Brand Identity Kit. Vendor may revoke the IP assignment, issue DMCA takedowns, and seek recovery of the purchase price plus costs and attorneys’ fees.
Article III — Intellectual Property
3.1. Assignment of Rights. Upon full payment, Vendor irrevocably assigns to Purchaser all rights, title, and interest in the Brand Identity Kit, including copyright. Purchaser may use, reproduce, modify, and commercialize the assets worldwide and in perpetuity.
3.2. Portfolio Display Rights. Vendor (The First Fold) and the original developer/designer ("gridghost.dev") retain a non-exclusive, perpetual right to display the Brand Identity Kit in their professional portfolios, websites, and social channels for non-commercial self-promotion.
3.3. No Trademark Guarantee. Vendor makes no representation that any portion of the Brand Identity Kit is registrable as a trademark or free of conflicting marks. Purchaser is solely responsible for trademark searches and registrations.
Article IV — Exclusivity and Retirement
4.1. Exclusivity. Once sold, the specific Brand Identity Kit is permanently retired from Vendor’s offerings and will not be resold or substantially reused.
4.2. Non-Replication. Vendor shall not reproduce or license the Kit or substantially similar designs to any other person or entity.
Article V — Warranties and Liability
5.1. "As-Is." The Brand Identity Kit is provided "AS IS" without warranties of merchantability, fitness for a particular purpose, or non-infringement.
5.2. Limitation of Liability. Vendor’s total liability is strictly limited to the purchase price paid. Vendor shall not be liable for indirect, incidental, or consequential damages (including loss of business or profits).
Article VI — Purchaser Responsibilities and Indemnity
6.1. Implementation. Purchaser is solely responsible for implementing the Brand Identity Kit, hosting, domain registration, and any third-party services.
6.2. Indemnification. Purchaser shall defend and indemnify Vendor against claims, damages, or expenses (including reasonable legal fees) arising from Purchaser’s use of the assets, including trademark disputes.
Article VII — Governing Law, Disputes, and General Terms
7.1. Governing Law & Venue. This Agreement is governed by the laws of the Commonwealth of Virginia, United States. Any disputes shall be brought exclusively in the state or federal courts located in Fairfax County, Virginia.
7.2. Dispute Resolution. The Parties agree to attempt in good faith to resolve any dispute through informal negotiation or mediation before litigation.
7.3. Entire Agreement. This Agreement is the entire understanding between the Parties and supersedes any prior agreements or communications.
7.4. Severability. If any provision is held invalid, the remainder remains enforceable.
7.5. Force Majeure. Neither Party is liable for delays caused by events beyond reasonable control (natural disasters, war, cyberattacks, etc.).
Acceptance
BY COMPLETING PURCHASE, PURCHASER CONFIRMS THEY HAVE READ, UNDERSTOOD, AND AGREED TO THESE TERMS.