Last updated on 10 Feb, 2016
CrowdStudio provides an online platform that helps connect customers who wish to purchase designs (“Customers”) and designers who wish to provide such designs (“Designers”), including, for example, through Design Projects, the “Services”).
“User” means any user of the Site or Service, and may be a Designer or a Customer. To the extent you are a Customer, the provisions in this Agreement regarding Customers apply to you. To the extent you are a Designer, the provisions in this Agreement regarding Designers apply to you. To the extent you are a User, the provisions in this Agreement regarding Users apply to you.
“Selling Designer” means a winning Designer whose Design Concept is selected by Customer in a Design Project. “Buying Customer” means the applicable Customer.
Customer may create a design project (“Design Project”) by creating a design brief (“Design Brief”), paying the Customer Payment, and following the other instructions on the Site. Designers invited by CrowdStudio (in CrowdStudio’s sole discretion) to enter a Design Project may submit design concepts (“Design Concepts”) in the format specified by CrowdStudio by following the instructions on the Site. Design Concepts must comply with the Design Brief.
“Private Project” means a Design Project conducted without access to any other person other than the User and the Designer.
“Public Project” is a Design Project conducted with public access for any User.
“Sold Design” means the applicable winning Design Concept (and customized version thereof). “Sale” means the applicable sale. “IPR” means all trade secrets, copyrights, trademarks, mask work rights, patents and other intellectual property rights recognized by the laws of India.
For Design Project, Customer must select one or more winning Design Concepts by the time the Design Project closes. Customer may withdraw Design Project for a refund of the Customer Payment before entering the final round and before the close of the Prepaid Project. Customer may additionally seek a refund of the Customer Payment for a Design Project at any time up to 60 or 90 days after the date of payment for the Design Project, but only if finalists were not chosen by Customer. For the avoidance of doubt, Buying Customer has no right or license to use any Design Concepts other than the Sold Design. Customer may not: (a) Run a Design Project if Customer is tendering the creation of the same design through a service other than the Site; (b) allow or request Designers to submit Design Concepts to Customer via any means other than via the Site; and (c) colluded in relation to the awarding of a winner in a Design Project or awarding a separate account held by Customer as the successful Designer in a Design Project. Customers and Designers must deal on an arm’s length basis. Customer may not cancel any Design Project for the purpose of contracting separately with a Designer Customer meets through the Site which results in Customer avoiding paying CrowdStudio any Customer Payment or any fees and charges of CrowdStudio.
This clause will apply if a Buying Customer has purchased a Sold Design pursuant to a Design Project on an exclusive basis. Upon receipt of Customer Payment for the Sold Design, Selling Designer hereby assigns to the Buying Customer all right, title and interest in it and to the Sold Design and all IPR therein. Selling Designer cannot use the Sold Design for Selling Designer’s own purposes or sell or license the Sold Design to any other person.
This clause will apply if Buying Customer has purchased a Sold Design on a non-exclusive basis. Upon receipt of Customer Payment for the Sold Design, Selling Designer hereby grants to Buying Customer a non-exclusive, royalty free, worldwide, irrevocable, perpetual license, without the right to sublicense, to: (i) use, reproduce and distribute the Sold Design; and (ii) sell, assign and/or transfer the foregoing rights to any person. Apart from the foregoing license, Selling Designer reserves all right, title and interest in and to the Sold Design and all IPR therein. Buying Customer may not register the Sold Design as a trademark or service mark with any government authority, nor prevent CrowdStudio, the Selling Designer, or any third party from selling, licensing, or using the Sold Design.
Selling Designer represents and warrants that (a) it has all rights necessary (including any third party licenses required) to grant the foregoing assignment or license (as applicable) and (b) unless disclosed by Selling Designer when initially submitting the Sold Design to the Design Project. Selling Designer represents and warrants that the Sold Design does breach any IP Rights of any third party. Selling Designer will indemnify and hold Buying Customer harmless, including costs and attorneys’ fees, from any third party claim arising out of a breach by the Selling Design of the foregoing warranty or any third party claim that the Sold Design infringes/misappropriates such party’s IP Rights.
Upon a Sale (a) Buying Customer will pay the Customer Payment and CrowdStudio will pay Selling Designer the Designer Fee (subject to first receiving payment from the Buying Customer); and (b) Selling Designer will upload the Sold Design and CrowdStudio will deliver the Sold Design to the Buying Customer, in a format specified by CrowdStudio. The “Customer Payment” means the price selected by Customer when Customer created a Design Project as set forth above and in any case shall exclude applicable taxes, unless specified, which shall be additionally charged. The “Designer Fee” means the Customer Payment, minus the fees and charges imposed by CrowdStudio and minus any applicable Taxes. Buying Customer will not pay Selling Designer any amount in excess of the Customer Payment for the Sold Design or to pay Selling Designer separately outside the Site in relation to the supply of a Design.
Refunds will be paid to Buying Customer using the same payment methods which the Buying Customer used to remit the Customer Payment to CrowdStudio or via any other method specified by CrowdStudio from time to time. If a refund is paid to Buying Customer or a credit card charge back occurs, then: (a) Selling Designer must reimburse CrowdStudio for the applicable Designer Fee (the reimbursement will first be paid out of any CrowdStudio Credits held by Selling Designer and any remaining debt will be payable by Selling Designer to CrowdStudio on demand); and (b) Buying Customer will initially receive the amount of the Customer Payment, less the Designer Fee and will receive the Designer Fee only once the Designer Fee is reimbursed by Selling Designer to CrowdStudio. CrowdStudio may refund Buying Customers for the following reasons: (i) the Sold Design is Defective; (ii) CrowdStudio is required by law or considers that it is required by law to do so; (iii) CrowdStudio determines at its sole discretion that issuing a refund to the Customer will avoid any dispute or increased costs to CrowdStudio; (iv) CrowdStudio issues the refund to the Customer in accordance with any refund policy specified by CrowdStudio from time to time; (v) the order placed (or request made) by the Customer is found to be fraudulent; (vi) the Customer placed a duplicate order (or request) in error; or (vii) in CrowdStudio’s sole opinion, CrowdStudio considers that it is likely that the refund is necessary to avoid a credit card charge back. CrowdStudio’s determination as to whether a refund is required or not is final and conclusive and may not be challenged by you. A Sold Design will be deemed to be “Defective” if: (i) Buying Customer and Selling Designer agree it is defective and notify CrowdStudio of this fact; (ii) the Sold Design is subject to a third party claim that the Sold Design infringes/misappropriates such party’s IPR, that CrowdStudio deems (in its sole discretion) is not frivolous; or (iv) CrowdStudio deems (in its sole discretion) that the Sold Design is defective.
All payment will be in Indian Rupees. You agree that you are responsible for the collection and/or payment of all Taxes which you may be liable for in any jurisdiction arising from your sale or purchase of any Sold Designs via the Site. In the absence of specific statutory requirements, CrowdStudio will not be responsible for collecting, reporting, paying, or remitting to you any such Taxes as applicable. “Taxes” means any applicable service tax, duties, VAT or other taxes which may be levied in respect of a transaction contemplated by this Agreement. Any amount that is not paid when due will accrue interest at eighteen percent (18%) per annum or the maximum rate permitted by applicable law, whichever is less, from the due date until paid.
WE MAKE NO WARRANTIES REGARDING THE DESIGN PROJECT, DESIGN CONCEPTS, DESIGN TEMPLATES, ANY OTHER PRODUCTS OR SERVICES PROVIDED BY DESIGNERS, CUSTOMERS, OR OTHER USERS AND EACH OF THE FOREGOING ARE PROVIDED BY US “AS IS”. SELLING DESIGNERS SELL AND BUYING CUSTOMERS BUY SOLD DESIGNS AT THEIR OWN RISK. YOU SHOULD MAKE WHATEVER INVESTIGATION YOU FEEL NECESSARY OR APPROPRIATE BEFORE PROCEEDING WITH ANY TRANSACTION WITH ANY OTHER USER. YOUR INTERACTIONS WITH OTHER USERS ARE SOLELY BETWEEN YOU AND SUCH USER AND CROWDSTUDIO WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE INCURRED AS THE RESULT OF ANY SUCH INTERACTIONS. IF THERE IS A DISPUTE BETWEEN YOU AND ANY USER, WE ARE UNDER NO OBLIGATION TO BECOME INVOLVED. NOTWITHSTANDING THE FOREGOING, CROWDSTUDIO WILL USE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE THE SERVICES DESCRIBED IN THIS AGREEMENT. THE FOREGOING DISCLAIMER SHALL NOT LIMIT THE MORE GENERAL DISCLAIMERS IN SECTIONS 12 AND 13.
You hereby release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and hereby waive and release, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions or transactions with, or act or omission of, other Users, including Customers and Designers and Third Party sites & Ads.
In order to use the Service, you must register for an account with CrowdStudio (“Account”) and provide certain information about yourself as prompted by the Site registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, Send an email to firstname.lastname@example.org. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify CrowdStudio of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. CrowdStudio cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. Designers may not have more than one Account.
“User Content” means any and all information and content that a User submits to, or uses with, the Site or Services. User Content includes Design Projects, Design Concepts, Design Templates, and reviews and/or testimonials (“Reviews”). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby represent and warrant that your User Content does not violate the Acceptable Use Policy (defined below). You may not state or imply that your User Content is in any way provided, sponsored or endorsed by CrowdStudio. Because you alone are responsible for your User Content (and not CrowdStudio), you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. CrowdStudio is not obligated to remove any Design Projects, Design Concepts, Design Templates, or Reviews from the Site unless required by applicable Law. CrowdStudio is not obligated to backup any User Content and User Content may be deleted at anytime. You are solely responsible for creating backup copies of your User Content if you desire.
You hereby grant, and you represent and warrant that you have the right to grant, to CrowdStudio an irrevocable, non-exclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, solely for the purposes of including your User Content in the Site and Services; provided that CrowdStudio will only use your Design Brief and Design Concepts to run the applicable Design Project in accordance with the private or public settings of the Design Project. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. For the avoidance of doubt, Selling Designers license or assignment of the Sold Design to the Buying Customer is set forth in Section 2 above and is not governed by the foregoing license.
The following sets forth CrowdStudio’ “Acceptable Use Policy”:
You agree that you will only use the personal information of other Customers or Designers made available to you only for the purposes of interacting with them in relation to the Services. You must not use their personal information for any other purpose, including for marketing purposes. You represent and warrant that you will comply with applicable privacy laws and data protection laws in relation to the storage, use and transfer of personal information.
You agree not to use the Site or Services with any User Content or to provide any products or services that (a) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; or (c) is in violation of any Laws, or obligations or restrictions imposed by any third party.
You agree not to use the Site or Services to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site or Services or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Site or Services, other computer systems or networks connected to or used together with the Site or Services, through password mining or other means; (f) harass or interfere with another user’s use and enjoyment of the Site or Services; (g) introduce software or automated agents or scripts to the Site or Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Site or Services; (h) impersonate any person or entity or falsify or misrepresent yourself or your affiliation with any person or entity; or (i) display, mirror, or frame the Site.
We reserve the right (but have no obligation) to review any User Content, investigate, and/or take appropriate action against you in our sole discretion (including removing or modifying your User Content, terminating your Account, and/or reporting you to law enforcement authorities) if you violate the Acceptable Use Policy or any other provision of this Agreement or otherwise create liability for us or any other person.
Subject to the terms of this Agreement, CrowdStudio grants you a non-transferable, non-exclusive, license to use the Site and Services (excluding the Design Concepts and Design Templates) for your internal business purposes. For the avoidance of doubt, Selling Designers license or assignment of the Sold Design to the Buying Customer is set forth in Section 2 above and is not governed by the foregoing license.
The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, Customer, or otherwise commercially exploit the Site or Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site or Services; (c) you shall not access the Site or Services in order to build or promote a similar or competitive service; and (d) except as expressly stated herein, no part of the Site or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Site or Services shall be subject to the terms of this Agreement. All copyright and other proprietary notices on any Site or Services content must be retained on all copies thereof. CrowdStudio reserves the right, at any time, to modify, suspend, or discontinue the Site or Services or any part thereof with or without notice. You agree that CrowdStudio will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site or Services or any part thereof. You acknowledge and agree that CrowdStudio will have no obligation to provide you with any support or maintenance in connection with the Site or Services.
If you provide CrowdStudio any feedback or suggestions regarding the Site or Services (“Feedback”), you hereby assign to CrowdStudio all rights in the Feedback and agree that CrowdStudio shall have the right to use such Feedback and related information in any manner it deems appropriate. CrowdStudio will treat any Feedback you provide to CrowdStudio as non-confidential and non-proprietary. You agree that you will not submit to CrowdStudio any information or ideas that you consider to be confidential or proprietary
Each User owns its own User Content. Excluding your User Content, you acknowledge that all the IPR in the Site and Services are owned by CrowdStudio or CrowdStudio’s licensors. The provision of the Site and Services does not transfer to you or any third party any rights, title or interest in or to such IPR. CrowdStudio and its suppliers reserve all rights not granted in this Agreement.
You agree to indemnify and hold CrowdStudio (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (i) your use of the Site or Services, (ii) your User Content (including your Design Project, Design Concept, Design Template, and Reviews), (iii) your interaction with any other User, or (iv) your violation of this Agreement or any applicable laws. CrowdStudio reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of CrowdStudio. CrowdStudio will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
The Site might contain links to third party websites, services, and advertisements for third parties (collectively, “Third Party Sites & Ads”). Such Third Party Sites & Ads are not under the control of CrowdStudio and CrowdStudio is not responsible for any Third Party Sites & Ads. CrowdStudio provides these Third Party Sites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites & Ads. You use all Third Party Sites & Ads at your own risk. When you link to a Third Party Site & Ad, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices, you should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Sites & Ads.
Subject to this Section, this Agreement will remain in full force and effect while you use the Site or Services. We may (a) suspend your rights to use the Site and/or Services (including your Account) or (b) terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Site or Services in violation of this Agreement. Upon termination of this Agreement, your Account and right to access and use the Site and Services will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated therewith from our live databases; however we reserve the right to continue to use your User Content. CrowdStudio will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Account or deletion of your User Content. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Sections 2, 4, 6, 7, 8 (excluding Section 8.(a)), 9, 10, 12 and 13..
THE SITE AND SERVICES ARE PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE OR SERVICES: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.
IN NO EVENT SHALL WE (AND OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE AND SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR (AND OUR SUPPLIERS’) LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE AMOUNTS YOU HAVE PAID AS CUSTOMER PAYMENT EXCLUDING DESIGNER FEES AND TAXES. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
This Agreement is subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any) and/or by prominently posting notice of the changes on our Site. The date on which this agreement was revised will also be indicated on the top of this agreement. Any changes to this agreement will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Site or Services. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Site or Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
Except for either party’s claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret, any and all disputes between you and CrowdStudio arising under or related in any way to this Agreement, must be resolved through binding arbitration as described in this section. This agreement to arbitrate is intended to be interpreted broadly. It includes, but is not limited to, all claims and disputes relating to your use of any of the CrowdStudio Site and Service.
The arbitration will be governed in accordance with the rules and procedures as set out in the Arbitration and Conciliation Act, 1996 of India. The arbitrator’s ruling is binding and may be entered as a judgment in any court of competent jurisdiction. Claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall be exclusively brought in the courts located in Ernakulam, India. This Agreement shall be governed by and construed solely and exclusively in accordance with the laws of India without giving effect to any law that would result in the application of the law of another jurisdiction.
This Agreement constitutes the entire agreement between you and us regarding the use of the Site and Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word including means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to CrowdStudio is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without CrowdStudio’ prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.
Copyright © 2016, CrowdStudio. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which/who may own the Marks.
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