Terms of use

Welcome to Udesly.com, the webstore dedicated to creative and passionate users of Webflow and to web lovers as well.

On our website – www.udesly.com – You can buy lincenses to use the web design software, tools and related services  (hereafter “the Service”) for one of the following purposes:

  • building your own website or personal online portfolio;
  • building a website for a client, customizing the template/tools as you need.

By using our website and/or purchasing a product from us, you agree to be bound by the following terms and conditions and this shall serve as an agreement between Eclipse s.r.l. (hereafter “Udesly”, “Us” our “Ours”) – with its legal office in set 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.

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 Udesly.com is conditional on your acceptance to be bound by these terms. By using the Service or accessing the Sites, you agree to the Terms of Service, the Privacy Policy available at which is incorporated herein by reference. If you do not agree, do not use the Service.

Definitions

Udesly.com: the website www.udesly.com;

Item: a template or a design kit available for sale on Udesly.com;

End product: one of the following things, both requiring an application of skill and effort:

  • For an Item that is a template, the End Product is a customised implementation of the Item.
  • For other types of Item, an End Product is a work that incorporates the Item as well as other things, so that it is larger in scope and different in nature than the Item.

Adapter: the converter that allows to convert a Webflow template to a WordPress theme;

Service: the set of design resources and tools and related services provided on Udesly.com.

  1. Registration.

To buy on Udesly.com, You need to register and create an account.

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 realise there’s any unauthorized use of Your password or any breach of security please inform us promptly.

You need to be 18 years or over to buy 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 a Udesly 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.

  1. 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.

At the checkout You’ll be requested to indicate your Webflow email to receive the Item.

You can indicate only one Webflow email. Items will be delivered once within 24 hours from the time of purchase. You cannot ask for more than one delivery of the Item.

  1. 1 Items’ license extention

Templates are licensed under a single use license that allows You to use the Template to create one single End product for Yourself or one client.

Design Kits are licensed under a single use license that allows You to use the Kit to create multiple End products for any number of projects and any number of Clients.

You can charge Your client to produce the single End product but 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 of the End Product to extract the Item and use it separately from the End Product.

  1. Udesly adapter

The Adapter is a converter that allows you to convert a Webflow template to a WordPress theme. It consists of two parts:

  1. the Udesly application, a software you need to install on your pc, that converts the Webflow template to WordPress;
  2. the Udesly plugin, a free WordPress plugin that lets you use WordPress to manage the converted template.

The Adapter is included in a subscription plan. You can choose between a Starter and an Advanced plan depending on your design needs. You can find the details for each plan here

  1. 1 Udesly application license

In compliance with these Terms, we grant you the right to install the application on your devices 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: (i) circumvent or bypass any technological protection measures in or relating to the software or disassemble, decompile, or reverse engineer it; (ii) otherwise attempt to discover the source code of the software; (iii) publish, sell, copy, rent, lease, or lend the software; (iv) 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.

  1. 2 Udesly plugin license

The Udesly plugin is licensed under the terms of the GNU General Public License v3.

You can modify the Udesly plugin or any part of it 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.
  1. User conduct

You must not misuse the Service. For example, you must not:

  1. access or attempt to access the Service by any means other than our website;
  2. circumvent any access or use restrictions put into place to prevent certain uses of the Service;
  3. 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;
  4. 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.);
  5. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  6. attempt to disable, impair, or destroy the Service or any portion of it;
  7. disrupt, interfere with, or inhibit any other user from using the Service or any portion of it;
  8. use any data mining or similar data gathering and extraction methods in connection with the Services.
  1. 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.

All paid plans must enter a valid payment account. Free accounts are not required to provide payment account information. An upgrade from the free plan to any paying plan will immediately bill you.

For monthly payment plans, the Service is billed in advance on a monthly basis automatically and is non-refundable. You can cancel the recurring payment from your Paypal account at anytime. More info here. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account.

Prices and fees are not inclusive of the following taxes, which will be added as part of the total price buyers see before finalising 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 – 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).

Prices of all Items and services, including but not limited to annual subscription fees, are subject to change with notice on our website.

  1. 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.

  1. Refund policy

Given the nature of downloadable and irrevocable digital Items, 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.

  1. 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, without prior notice, change the Service, add features, stop providing the Service or features of the Service to You or to users generally, or create usage limits for the Service.

We may permanently or temporarily terminate, downgrade, suspend, or prohibit your access to the Service without prior notice and liability for any reason, including if, in our sole determination, you violate any provision of this Agreement, or for no reason. Upon termination of your use of the Service, you continue to be bound by this Agreement.

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.

  1. Indentification

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.

  1. 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 the website or the Items.

  1. 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 ITEMS. 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 ITEMS. 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 ITEMS.

  1. 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 risck 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.

  1. Intellectual property

We remain the sole owner of all rights, title, and interest in the Service, Items and Adapter. We reserve all rights not granted under these terms.

 “Udesly.com”, logos and trademarks related to our Items and Service 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 websites, any content thereon, including but not limited to the Items and the Adapter 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.

  1. Privacy policy

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

  1. Changes to Term of Use.

We reverve the right, at Our sole discretion, to amend the Terms of Use at any time by posting a revised version on our website and update the “last updated” date at the bottom of this page. The revised version will be effective at the time we post it.

You agree that your use of the Service after the effective date of the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your acceptance of the Updated Terms. Therefore, you should review these Terms of Use and any Updated Terms before using the Service. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Service from that point forward. The Terms of Use will govern any disputes arising before the effective date of the Updated Terms.

  1. 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.

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.

  1. 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.

We operate from our offices in Italy. Except as provided in a non-excludable law, the italian laws govern these user terms, and You submit to the jurisdiction of the courts in Benevento.