Terms of use

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Welcome to Udesly.com, the website of design resources for Webflow lovers where you can find:

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resources for design (collectively “Resources”): these include the premium templates that our team designs for Webflow official marketplace;
tools for conversion (collectively “Software”): these include the Udesly Chrome extension and the Udesly app that let you convert Webflow custom projects to themes for other platforms (Shopify, Wordpress, Ghost, Jamstack, Netlify).

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Please keep in mind that our tools are built to work with Webflow exported code. We can't prevent any decision of Webflow about the users ability to export code and in no case we can be liable to you for any change Webflow may introduce to the code export feature.
We may limit, suspend or terminate providing our tools in case Webflow permanently or temporarily terminate, downgrade, suspend, or prohibit our access to their service or to some features of such service. No refunds are allowed in these cases.

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‍This document shall serve as an agreement between Eclipse s.r.l. (hereafter “Udesly”, “Us” our “Ours”) – with its legal office in “San Pasquale” street, 36, 82100, Benevento, Italy, VAT n. IT01658470628 - and you (hereafter “You”, or “User” as applicable) which may be legally enforced against both parties.These Terms of Use ("General Terms"), along with The Privacy and Cookie Policy, govern your use of our websites - udesly.com, udesly.app, university.udesly.com - customer support, services (collectively “Services”), as well as any application, plugins, scripts, source code, instruction sets, and related documentation and the other resources for design.Please read these Terms carefully and do not hesitate to contact Us at [email protected] if you are unclear about any of them because your use of our Services and products is conditional on your acceptance to be bound by these terms.

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1. Registration.

You need to be 18 years to register and create an account 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.

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

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2. Resources for design

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2.1 Templates license

Templates are exclusive for the Webflow marketplace and their use is bounded by the license terms You can read here.‍

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3. Tools for conversion

Udesly software doesn’t collect or allow to collect any content You upload to the Udesly app.

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3.1. Udesly app license

The Software is licensed, not sold, and Udesly reserves all rights to the software not expressly granted hereby, whether by implication, estoppel, or otherwise.

Depending on the Service provided, We grant You:

a free license that applies when you download the software to convert a project with no need to remove the “Udesly badge” and rebrand the End project as yours.
a single use license that applies when you purchase a premium license on our site. This gives you the ability to use the Software on an ongoing non-exclusive basis to convert Webflow projects without the Udesly banner on the End projects so that you can rebrand them as yours.

You are allowed to use the paid license only for one project. You are not allowed to use the same paid license for a duplicated project. Each use of the Software requires the purchase of a Single Use License.

You may not:

(a) circumvent or bypass any technological protection measures in or relating to the software or disassemble, decompile, or reverse engineer it;

(b) otherwise attempt to discover the source code of the software;

(c) use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any manual process to access, acquire, copy, or monitor any portion of the Service or any Content or obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service;

(d) publish, sell, copy, rent, lease, or lend the software;

(e) 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 App 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.

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4. Udesly Studio

We provide custom digital services to meet specific needs our customers may have. Our “Studio” services include the projects conversions mentioned on Udesly site as well as any other specific digital service committed by a customer.

You are responsible for choosing the service that meets your needs and making sure that all aspects of the services - including the scope, the number of revisions available and turnaround time communicated by our team by email – meet your needs. Our support team will do its best to satisfy your requests.

Please note that, in compliance with the European consumers law, refund is not issuable for custom services or products.

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5. Your Content.

"Content" means any templates or projects you upload and import into the Udesly Chrome Extention and App in connection with your use of the Services as well as any materials, assets and files you send us to create a custom project.

5.1 Ownership.

You retain all rights and ownership of your Content. We do not claim any ownership rights to your Content.

5.2 Licenses to Your content in order to operate the services and software.

We require certain licenses from you to your Content in order to operate and enable the Services and Software. When you upload Content to the Software, you grant us a nonexclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce the Content as needed to provide our Services to you. In no case we will upload or storage your Content on our server. This license is only for the purpose of operating or improving the Services and Software.

Make sure you have the necessary rights to grant us this license for any content that you upload to the Services and Software.

By uploading your Content to the Services or Software, you agree that you have all necessary licenses and permissions to Share your Content; and the rights necessary to grant the licenses in the Terms.

5.3 Termination of License.

You may revoke this license to your Content and terminate our rights at any time by removing your Content from the Service. Some copies of your Content may be retained as part of our routine backups, however.

5.4 Feedback.

You have no obligation to provide us with ideas, suggestions, or proposals (“Feedback”). If you submit Feedback to us however, then you grant us a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, import, reproduce, publicly display, distribute, modify, and publicly perform the Feedback.

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6. User conduct

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

access or attempt to access the Service by any means other than our website;
use the single-use license for more then one project, even if it’s a duplication of a project converted with the paid license;
circumvent any access or use restrictions put into place to prevent certain uses of the Service;
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;
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.);
impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
attempt to disable, impair, or destroy the Service or any portion of it; disrupt, interfere with, or inhibit any other user from using the Service or any portion of it;
use any data mining or similar data gathering and extraction methods in connection with the Services.

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7. Billing and payment

Free accounts are not required to provide payment account information. We will immediately bill you upon any upgrade from the free license to the paying one.

For premium licenses, You are invoiced at the prices and the currency displayed on the Website. Please note that your payment is not refundable (read pt. 9 “Refund Policy”).

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 – but 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).

We reserve the right to change our fees and institute new charges at anytime upon notice to you via email notice or posting of such notice on our website.

7.1. 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.

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8. 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.

Our service works with the Webflow exported code. We can't prevent any decision of Webflow about the users ability to export code and in no case we can be liable to you for any change Webflow may introduce to the code export feature. No refunds are allowed in case Webflow starts forbidding the code export.

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9. 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, with or without prior notice, to limit access to, modify, change or discontinue any aspect of the Services or products. In no event will we be liable to you for any such modification, suspension or discontinuance of the Website or Services. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you. You agree that we will not be liable to you or to any third party for any such limitation, modification, change, suspension or discontinuance of Website or Services.

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.

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10. Indemnification

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.

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11. 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 our Services.

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12. 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 PRODUCTS. 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 PRODUCTS. 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 PRODUCTS.

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13. 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 risk 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.

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14. Intellectual property

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

“Udesly.com”, logos and trademarks related to our Resources, Software and Services 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 Resources, Software and tools 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.

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15. Privacy and Cookie policy

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

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16. Changes to Term of Use.

We may revise these Terms from time to time to better reflect:

(a) changes to the law,

(b) new regulatory requirements, or

If an update affects your use of the Services or your legal rights as a user of our Services, we’ll notify you prior to the update's effective date by sending an email to the email address associated with your account or via an in-product notification. These updated terms will be effective no less than 30 days from when we notify you.

If you don’t agree to the updates we make, please cancel your account before they become effective. Where applicable, we’ll offer you a prorated refund based on the amounts you have prepaid for Services and your account cancellation date. By continuing to use or access the Services after the updates come into effect, you agree to be bound by the revised Terms.

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16. 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, Via San Pasquale, 36 - 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 on the following link.

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.

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17. 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

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Last revised on June 30 2023