Prodesign is a leading online professional design services platform. The following terms and conditions govern your use of our online and/or mobile services and website (the “Site”).
Please read them carefully. By using this site or submitting an order, you indicate your acceptance of and agreement to the terms and conditions below. For the purposes of this agreement, "We" refers to Prodesign and its authorized agents."You" and "your" refer to the user of the Site. Please review the Site and these terms periodically for any updates or changes.
This Agreement applies to all visitors, users, members, contributors and others who access the Service (“Users”).
- 1. USE OF SITE
This site or any portion of this site may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any purpose, commercial or otherwise, that is not expressly permitted by Prodesign in writing.
YOU EXPRESSLY AGREE THAT USE OF THIS SITE IS AT YOUR SOLE RISK. PRODESIGN PROVIDES THIS SITE ON AN "AS IS" BASIS. PRODESIGN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE PRODUCTS OFFERED ON THIS SITE. PRODESIGN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO THE PRODUCTS SOLD ON THIS SITE, INCLUDING, BUT NOT LIMITED TO MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL PRODESIGN BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, AND/OR CONSEQUENTIAL DAMAGES.
WE EXPLICITLY DISCLAIM ANY RESPONSIBILITY FOR THE ACCURACY, CONTENT, OR AVAILABILITY OF INFORMATION FOUND ON SITES THAT LINK TO OR FROM THE SITE FROM THIRD PARTIES NOT ASSOCIATED WITH US.
You acknowledge and agree that Prodesign may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that any Content violates the rights of third-parties; or (iv) protect the rights, property, or personal safety of Prodesign, its users and the public.
You understand that the technical processing and operation of the Site, including your Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connection networks or devices.
You agree that you are responsible for actions and communications undertaken under your account. Prodesign takes no responsibility and assumes no liability for any Content uploaded or otherwise transmitted by or to you or by or to any third-party, or for any mistakes, defamation, slander, libel, omissions, falsehoods, infringement, obscenity, pornography or profanity you or a third party may encounter. You agree to waive any claims against Prodesign and its affiliates, contractors, agents and employees for losses, damages and injuries which are based on or relate to communications, Content or materials on the Site. You agree to indemnify Prodesign and its affiliates from all claims and expenses, including reasonable attorney's fees, which claims are based on or arise from your violation of any of the provisions of this Agreement.
You agree that you will use this Site and any logo and stationery, ordered on this Site in accordance with all applicable federal, state and local laws, statutes, regulations and ordinances and will not take any action that harms or violates the rights of any person or entity.
We make our best efforts to display accurate pricing, but in the event of pricing errors we will contact you before accepting and processing your order with any necessary pricing adjustments. You maybe either accept the revised pricing or
cancel your order.
- 3. EXPORT
Export operations regulated under existing legislation.
- 4. OUR RIGHTS
We may elect to electronically monitor areas of the Site and may disclose any Content, records, or electronic communication of any kind: to satisfy any law, regulation, or government request; or to protect our rights or property or the rights of
users, sponsors, providers, licensers, licensees, vendors, or merchants.
We are not responsible for screening, policing, or monitoring such Content. If notified of allegedly infringing, defamatory, damaging, illegal, or offensive content, we may investigate the allegation and determine in our sole discretion whether to
remove or request removal of such Content from the Site. If Prodesign reasonably determines that your Account is being used for illegal or fraudulent activity, then your Account may be immediately terminated. We may also report you to law
enforcement officials in the appropriate jurisdictions.
- 5. TERMINATION
YOU AGREE THAT WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SITE.
- 6. USER ACCOUNT, PASSWORD, AND SECURITY
You will create a password and user account upon completing the registration process. You are responsible for maintaining the confidentiality of the password and account, and are responsible for all activities that occur under your password or
account. You agree to (a) immediately notify Prodesign of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Prodesign cannot and will
not be liable for any loss or damage arising from your failure to comply with this Section.
- 6.1 Account Information – You agree to fully and accurately provide the information requested by us when setting up your Account and to regularly update such information. Your failure to do so may result in the cancellation of your Account and
loss of previously purchased End Products and/or future Services. You further agree (a) not to provide User IDs to anyone who is not your employee, and (b) to ensure that all individuals permitted to use the User IDs are aware of and have agreed
in writing to comply with the terms of this Agreement.
- 6.2 Product Information – Throughout the Design Process you will be providing information to create your End Product, and you are legally responsible for all information that is used to create your End Product. Prodesign is not responsible for the
content you provide, neither as to the End Product nor as to the Account. You are solely responsible for the accuracy and appropriateness of all data and content of your End Products, logos and brands; including name, taglines and details.
Prodesign will not be held responsible for inaccurate information or any potential damages caused by such inaccuracies. You further understand that Prodesign may not maintain copies of files featuring these designs and may decline at any stage
a request to change information.
- 6.3 Hosting – You hereby grant Prodesign a worldwide, royalty-free, non-exclusive license to host the designs created and warrant that you have all the rights necessary to grant us such license. You are responsible for any content and/or End Products that may be lost or unrecoverable through your use of the Services. You are encouraged to back up your End Products regularly and frequently.
- 7. USER CONDUCT
In using this Site, you agree to not:
- 7.1.Upload, download, post, email or otherwise transmit any materials including but not limited to text, data, photos, graphics, stitch files, or any of these elements in combination as a design for products available on this Site or otherwise ("Content") that are unlawful, harmful, threatening, abusive, vulgar, harassing, defamatory, obscene, pornographic, profane, indecent, inflammatory, libelous, tortious, hateful, racially, ethnically, socially, politically, legally, morally, religiously objectionable or otherwise objectionable, or invasive of another's rights including but not limited to rights of celebrity, privacy and intellectual property.
- 7.2.Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- 7.3.Upload, download, post, email or otherwise transmit any Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. As a guideline, you may contribute only original work that you have created yourself from original elements. This means you can't use images of celebrities or corporate products, nor images, text, or design that you've copied from a website without written permission from the owner. You cannot create a "new" image using elements from images other people have created. And you cannot contribute a quote or a slogan that is substantially the same as something already written by someone else. By uploading any Content, you represent and warrant that you have the lawful right to reproduce and distribute such Content and that the Content complies with all applicable federal, state and local laws, regulations and ordinances;
- 7.4.Upload, download, post, email or otherwise transmit any Content that would constitute or encourage a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law;
- 7.5.Upload, download, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, or any other form of solicitation;
- 7.6.Upload, download, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- 7.7.Upload, download, post, email or otherwise transmit false or misleading information;
- 7.8.Disrupt or interfere with the security of, or otherwise abuse, the Site, or any services, system resources, accounts, servers, or networks connected to or accessible through the Site or affiliated or linked websites.
- 7.9.Access, tamper with or use non-public areas of the Site. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution;
- 7.10.Disrupt or interfere with any other user's enjoyment of the Site or affiliated or linked websites;
- 7.11.Frame or link to the Site except as permitted in writing by Prodesign;
- 7.12.Incorporate images or names that would violate a person's right of privacy or publicity; or
- 7.13.Incorporate a celebrity, current or former leader, politician, religious figure, convicted criminal or notorious person, or other famous person's name or likeness (for Prodesign Custom Stamps).
General – In addition, you agree to all of the following:
- 1. You hereby confirm that you are at least 18 years of age and will not use Prodesign Service or End Products for any unlawful purposes or to conduct any unlawful acts, including fraud, embezzlement, money laundering or to impersonate another person.
- 3. You will not imply or claim that you are affiliated with or endorsed by Prodesign without our express written permission.
- 4. You will not access the Services or the Account by any means other than through the interfaces provided by Prodesign and you will not attempt to or actually override or sabotage our security. In addition you will not attempt or engage in any action that directly or indirectly interferes with the proper working of or places an unreasonable load on Prodesign infrastructure.
- 5. You agree that Prodesign shall not be responsible for any loss or damage of any sort, directly or indirectly, incurred as a result of using or clicking any third party links appearing on our Site.
- 6.You will not create End Products using Prodesign that are: pornographic, sexually explicit, violent, reasonably likely to cause harm, or that could be reasonably considered as slanderous or libelous.
- 8. INTELLECTUAL PROPERTY POLICY
Prodesign respects the intellectual property rights of others.
We ask our users to do the same. Prodesign may terminate the accounts of users who appear to infringe the copyright or other intellectual property rights of others.
Prodesign takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts, publishes or prints over or using the Service. You shall be solely responsible for your User Content and the consequences of posting, publishing and printing it, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content.
- 9. OUR DESIGNS:
- 9.1 Paid Designs –In order to download and/or use your End Products outside of the Site, whether for commercial or personal use, you must pay the Fee stated on the Site. You may not use any of Prodesign End Products outside of the Site, whether for commercial or personal use, without paying all applicable and respective Fees in advance. This includes both digital and physical use of the End Products.
- 9.2 Unpaid Designs-Throughout the process of design, Prodesign may show the User different designs and/or design concepts, however the User has no right or license to use or copy any of the designs other than the final one once it is paid for. This final design will be shown and available for download in the User’s Account under “My designs”. Throughout the process Prodesign will also make use of certain symbols, colors, fonts and other design elements (collectively known as “Design Resources”) that may or may not be used to design the user’s End Product. You may not use any of these Design Resources individually.
- 9.3 Third Party Design Resources – You may use purchased End Products outside of the Site, whether for commercial or personal purposes. Prior to creating and using any End Product, Prodesign highly recommends you to perform due diligence to determine that the use of the Design Resources is free of any adverse claims and is not subject to any third party rights. You shall abide by all copyright notices, trademark rules, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sub-license, rent, lend, assign, gift, sell or otherwise transfer or distribute for any purposes whatsoever any portion of the Design Resources not owned by you: (i) without the express prior written consent of the respective owners or (ii) in any way that violates any third party right. You acknowledge that some fonts and symbols used during the Design Process might have been licensed from a third party provider. Under no circumstances will Prodesign be liable in any way for any Design Resources, including, but not limited to, for any loss or damage of any kind incurred as a result of the use of any Materials or any part thereof. You agree that you must evaluate, and bear all risks associated with, the use of any Design Resources, including, without limitation, the existence of any third party rights that may exist in such resources.
- 9.4 Information – Throughout the use of the Site by the User, Prodesign may request the User to input information or answer questions in order to create the End Products (the “Design Process”).
- 9.5 Use of Prodesign Branding and Design – All of Prodesign designs that appear throughout the Design Process, as well as trademarks and service marks, logos, slogans and taglines, are the property of Prodesign. Except as otherwise specifically provided herein, nothing should be construed as granting any license or right to use any trademarks, service marks, logos, slogans or taglines displayed on the Site which are the property of Prodesign (the “Materials”). Any use of the Materials for any purpose other than as specifically permitted herein or without our prior consent or the prior written consent of our licensors, as applicable, is expressly prohibited. We reserve all rights not expressly granted in this Agreement.
- 9.6 Paid designs may downloaded at anytime from the Site, however Prodesign does not keep copies of any design resources, so designs may only be downloaded as it appears on the Site.
- 10. FEES AND TAXES
- 10.1 General – Certain Prodesign Services may be subject to payment of fees, one-time or subscription, as determined by Prodesign in its sole discretion and notified in relation to such Services (“Fee(s)” or “Paid Tool(s)”). If you wish to use these Paid Tools, or use any of Prodesign’s End Products outside of the Site, whether for commercial or personal use, you are required to pay all applicable and respective Fees in advance. If you purchase any Services or End Products that we offer for a Fee, you agree to Prodesign or our third party service providers, storing and updating your payment card information. You expressly agree (i) that we are authorized to charge you (A) the stated Fee, (B) any other Fees for Services you may purchase, and any applicable taxes in connection with your use of the Services to the payment card you provide and (ii) to reimburse us for all collection costs and interest for any overdue amounts.
- 10.2 Fee Changes – You understand that additional services or End Products that may be introduced in the future may be subject to additional fees. You further acknowledge and approve that Prodesign reserves the right to change its Fees at any time, at its sole discretion, upon notice to you if such changes affect your existing subscription. If you received a discount for a subscription fee, or any other promotional offer for a subscription fee, Prodesign shall have the right to renew your subscription automatically and without further notice at the full applicable Fee.
- 10.3 One Time Fee & Refunds – One time End Product fees are non-refundable. If a User has reason to believe that they were charged in error, they may provide a written notice to our Customer Support and request to cancel their Fee. When eligible, Fee cancellation can be performed by Customer Support only up to a period of 7 days from the Fee payment date, and only if the End Products associated with the Fee have not been downloaded or used outside of the Site, whether for commercial or personal use (“One Time Fee Refund Period”). We will not cancel Fees after that time or after an End Product has been downloaded or used outside of the Prodesign Site. Eligibility to cancel a Fee will be assessed by our Customer Support team based on a number of factors, including, without limitation, violations to our Terms of Service and improper usage of the Prodesign platform.
- 10.4 If Prodesign’s customer support team receives the refund notice during the Subscription Refund Period, you will be refunded with the amount you paid for the Service and Prodesign will cancel these Services accordingly. After the Subscription Refund Period, the Fees paid by you are non-refundable and non-cancellable. In addition, if we find that any End Products associated with the Fee have been downloaded or used outside of the Site, whether for commercial or personal use, and/or that the notice of cancellation has been given in bad faith or in an illegitimate attempt to avoid payment for services actually received and used, we reserve our right to charge the User who provided such notice for any Prodesign Services actually received, as permitted by law.
- 10.5 Taxes and Currencies – All Fees on the Prodesign Platform shall be in U.S. Dollars, except when and as specifically stated otherwise in writing by Prodesign. You have full and sole responsibility for all taxes and fees of any nature associated with our fees and services, including any sales tax related to the purchase or sale of Services and/or End Products. When buying Services and/or End Products, it is your responsibility to decide whether or not sales taxes apply to a sale and to report and remit the correct amounts to the appropriate authority. Prodesign shall not be liable for any taxes or other fees to be paid in accordance with or related to the Services and/or End Products. Any tools provided in connection with the Services indicating estimated taxes due are for illustration purposes only. You take full responsibility for all taxes and fees of any nature associated with the Services, including any sales tax related to the purchase or sale of Service and/or the End Products. Prodesign may be required to collect Value Added Tax of the European Union (“EU VAT”) from non-taxable EU customers, therefore, EU VAT shall be charged to these customers on top of our Fees if applicable.
- 11. TERMINATION
- You agree that Prodesign, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Site, and remove and discard any Content you may have contributed to the Site, at any time for any reason or no reason. Prodesign may also in its sole discretion and at any time discontinue providing the Site, or any part thereof, with or without notice. You agree that any termination of your access to the Site under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that Prodesign may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files of the Site. Further, you agree that Prodesign shall not be liable to you or any third-party for any termination of your access to the Site. Should you object to any terms and conditions of the Agreement or become dissatisfied with the Site in any way, your only recourse is to immediately discontinue your use of the Site and/or terminate your account.
- 12. LINKS
- The Site may provide, or third parties may provide, links to other websites or resources. Because Prodesign has no control of such sites and resources, you acknowledge and agree that Prodesign is not responsible for the availability of such sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources or the policies or such sites and resources. Prodesign is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
- 13. PUBLIC REPUTATION
- You acknowledge and agree that you will not use any design ordered from the Site in a way that would be damaging to Prodesign's public reputation or that of its employees, board members, shareholders, licensors, or solution partners. Additionally, you acknowledge that if you choose to display any design ordered from Prodesign, in a public setting, including on the Internet, in a way which disparages Prodesign, Prodesign's board members, employees, shareholders or partners, Prodesign reserves the right to demand immediate return of the product, to furthermore pursue all recourses and remedies available.
- 14. CORRECTION OF ERRORS AND INACCURACIES
- The information and product listings on this Site may contain typographical errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice (including after you have submitted your order). Please note that such errors, inaccuracies or omissions may relate to product description, pricing and availability. We also reserve the right to limit or restrict quantities of products (including after you have submitted your order) for any reason, including, without limitation, if the product violates any terms of this Agreement.
- 15. USE OF SERVICES
Prodesign and its contents may only be used in accordance with the terms of this Agreement. Prior to creating and using any design, Prodesign encourages you to perform due diligence to determine that the use of the image and text you upload are free of any adverse claims and are not subject to any third party rights. Design materials are provided through our third party content provider, who obtains the materials from other third party contributors (each, a “Contributor”) and all use of the material is AT YOUR OWN RISK.
You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Design Elements, and shall not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sub-license, rent, lend, assign, gift, sell or otherwise transfer or distribute for any purposes whatsoever any portion of the Design Elements or third party submissions or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners or
(ii) in any way that violates any third party right.
The rights to use the Design Elements contained in these Terms are personal to you, and may not be transferred, sub-licensed, or assigned to any other party, in whole or in part. Without limiting the foregoing, in connection with your use of Prodesign you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. Any use of the Design Elements other than as specifically authorized herein is strictly prohibited.
- 16. WARRANTY DISCLAIMER
DESIGN ELEMENTS OBTAINED THROUGH PRODESIGN ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, ORAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND PRODESIGN (ON BEHALF OF ITSELF AND ITS LICENSORS) HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE DESIGN ELEMENTS OR ANY OTHER ASPECT OF PRODESIGN, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, QUIET ENJOYMENT, OR THAT USE OF PRODESIGN WILL BE UNINTERRUPTED OR ERROR-FREE.
- 17. LIMITATION OF LIABILITY
NEITHER PRODESIGN OR ITS THIRD PARTY CONTENT PROVIDER IS LIABLE TO YOU OR ANY OTHER PERSON (I) FOR ANY PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR COMPUTER OR OTHERWISE) ARISING FROM OR IN CONNECTION WITH USE OF PRODESIGN (INCLUDING THE USE OF THE DESIGN ELEMENTS), UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF PRODESIGN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) FOR ANY DAMAGES IN EXCESS OF THE GREATER OF AMOUNTS PAID BY YOU FOR USE OF PRODESIGN OR FIVE DOLLARS ($5.00).
- 18. INDEMNITY
You hereby agree to indemnify, defend and hold harmless Prodesign and its third party content provider and each of their respective officers, directors, employees, agents, affiliates, subsidiaries, successors and assigns (collectively “Indemnified Parties”) from and against any claims, actions, suits, proceedings, losses, liabilities, judgments, settlement amounts, costs and expenses arising out of or relating to your use of the designsLogo, including, without limitation, all claims relating to your use of any Design Elements contained therein.
- Copyright © 2018 Prodesign.
- All rights reserved