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1.Site
1 Copyright/Trademark Information
Copyright © 2019, Rendex Design . All rights reserved. All trademarks, logos and service 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 may own the Marks.
2 License
Subject to the terms of this Agreement, Rendex Design grants you a non-transferable, non-exclusive, license to use the Site and Services (including Design Concepts, designs in the Project Service, design Visuals, design Concept and sketches) for your internal business purposes. Any of visual similarities will result in automatic legal consequences. For the avoidance of doubt, Designer’s license or assignment of the Sold Design to Customer is set forth in the applicable Design Transfer Agreement.
3 Purchased License Terms
Subject to the terms of this Agreement and to your election to utilize our Sold Stock functions, Rendex Design grants you a non- transferable, non-exclusive, license to use Rendex Designs licensed for the sole purpose of allowing you to: (A) use, reproduce, archive, modify or display the relevant item of Stock for marketing, promotional, internal presentation or decoration purposes, digital productions, and non-commercial uses with no reproduction or production limit; (B) distribute the relevant item of Adobe Stock as incorporated into any item of merchandise or other work of authorship; (C) use, reproduce, distribute and display the relevant item of Adobe Stock in connection with: (1) electronic templates and design template applications intended for resale, provided the recipient is only permitted to use or access the relevant item of Adobe Stock in connection with the template; (2) any goods or services intended for resale or distribution; or (3) public relations campaign to promote goods or services through the media; (D) transfer files containing the relevant item of Adobe Stock or permitted derivative works to your employees or subcontractors (which may include Rendex Design and Designers), provided that such employees and subcontractors agree in a binding written agreement to abide by the restrictions in this agreement and only use the relevant item of Adobe Stock on your behalf (and, in the case of Rendex Design and Designers, only use the relevant item of Adobe Stock in connection with the final design); and (E) create an archive, digital library, network configuration or similar arrangement to allow the relevant item of Adobe Stock to be viewed by your employees.
The website located at https://rendexdesign.com/is a copyrighted work belonging to Rendex Design American Company. Certain features of the Services or Site may be subject to additional guidelines, terms, or rules, which will be posted on the Service or Site in connection with such features. To the extent such terms, guidelines, and rules conflict with these General Terms and Conditions, these General Terms and Conditions shall govern.
These General Terms and Conditions set forth the legally binding terms for your use of the Site and Services (whether as a Customer or as a Designer). By registering for Services, you are accepting this Agreement and you represent and warrant that you have the right, authority, and capacity to enter into this Agreement. You may not access or use the Site or Services if you are not at least 18 years old. If you do not agree with all of the provisions of this Agreement, you cannot use the Services.
2.Service
1 Project Service
(a) Customers and Designers can work with each other on design projects by creating a 1-to-1 project and following the directions on the Site. Designer can create quotes for Customers. Rendex Design will invoice Customer based on Designer’s quote plus platform and other applicable fees. Customer can pay Rendex Design invoices and reserve the right to accept designs before they are considered Sold Designs. After Designer has delivered the designs, Customer will be deemed to have accepted the designs unless Customer provides notice of rejection to Rendex Design and Designer within 10 days of delivery of the designs. If the cause for the notice of rejection is not cured within 30 days of a rejection notice, Rendex Design will refund the Customer Payment and Customer will have no right to use the resulting design in any way. Rendex Design reserves the right in its sole discretion to restrict Customers or Designers from creating projects using Project Services and to remove projects. Rendex Design has no involvement in managing or providing the design to Customer and is simply providing the ability for Designer to store files for, work with Customers, and for Customers to request services from, view designs, provide feedback on projects and pay Rendex Design, using Project Services. (b)Some jurisdictions provide Customer certain Mandatory Statutory Rights (defined in Section 1.2(e) above) which remain unaffected.
2 Partner Integrations
Rendex Design may partner with third party websites and platforms that wish to integrate with Rendex Design to enable Customers to identify potential providers of design or other services and connect with Designers on the Rendex Design designs platform and to work with each other on design projects (each such integration being a "Partner Integration"). Customers who choose to acquire designs or other services from Designers through a Partner Integration will be subject to these General Terms and Conditions in respect of any design services acquired and must sign up for an account. Designers acknowledge and agree that Rendex Design may make their information available to our third party partners who may make the information available on their own sites for the purpose of such Partner Integrations.
3 Design Transfer Agreement
The Design Transfer Agreement, available at http://RendexDesign.com/, sets forth the legally binding terms between the applicable Designer and Customer for the sale of a Sold Design through the Design Contest. The Design Transfer Agreement, available at http://RendexDesign.com/, sets forth the legally binding terms between the applicable Designer and Customer for the sale of a Sold Design through the Project Service.
4 Payment Terms
The following terms apply to Customers who have purchased a Sold Design and Designers who have sold a Sold Design.
1 Customer Payment
The “Customer Payment” means (i) the price selected by Customer when Customer created a Design Contest as set forth at https://rendexdesign.com/pricing; or Rendex Design signs' invoiced price for the Sold Design issued through the Project Service by Designer to Customer.
2 Refunds
No Refunds Accepted
3 Rendex Design Credits
Rendex Design fo accept refunds. In some cases we pay the Refund Fee in the form of Rendex Design Credits.
4 Release
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, your use of the Site and/or Services, your use of Adobe Stock, any interactions or transactions of you with, or act or omission of you in relation to other Users, including Customers and Designers and Third Party Sites & Ads (excluding those directly due to Rendex Design ’ acts or the Services). This Section 5.2 does not apply to customers located in the EEA.
If applicable, you hereby waive California Civil Code Section 1542 in connection with the foregoing, which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
5 Accounts
6.1 Before you can use certain of the services or features offered on this Site, you will need to create account We provide a single sign-on functionality, which allows us to offer features such as the ability to use your log-in credentials across our sub-brands, exclusive to Rendex client. Please read the Your Account section in our Vista General Terms and Conditions.
6 User Content
1 Your User Content
“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 Contests, Design Concepts, 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 Rendex Design . Because you alone are responsible for your User Content (and not Rendex Design ), you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Rendex Design is not obligated to remove any Design Contests, Design Concepts, or Reviews from the Site unless required by applicable Law. Rendex Design is not obligated to backup any User Content and User Content may be deleted at any time. You are solely responsible for creating backup copies of your User Content if you desire.
2 License to User Content
You hereby grant, and you represent and warrant that you have the right to grant, to Rendex Design an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license for all the duration of the intellectual property rights 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 and making it available on third party platforms via Partner Integrations; and for general marketing purposes of Rendex Design ; provided that Rendex Design will only use your Design Brief and Design Concepts in accordance with the private or public settings of the Design Contest and Project Service or for the purposes of enabling and operating a Partner Integration as contemplated in section 1.4 above. 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 (this sentence does not apply to customers located in the EEA). For the avoidance of doubt, Designer’s license or assignment of the Sold Design to Customer is set forth in the applicable Design Transfer Agreement.
7 Acceptable Use Policy
The following sets forth Rendex Design ’ “Acceptable Use Policy”:
1 Privacy
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.
2 User Content
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 (including by allowing any third party to download or reuse any User Content in violation of any such third party rights, by using any work in an editorial manner without affixing the necessary credit or attribution or by posting or uploading or allowing any third party to post or upload any User Content on social media sites that grant exclusive rights or ownership in respect of such User Content to any third party); (b) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, slanderous, indecent, 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 that would otherwise imply that the creator of the User Content, or the persons or property appearing in the User Content (if any), endorse any political, economic or other opinion-based movements or parties or in a way that places any person in the User Content in a bad light or in a defamatory, unlawful, immoral or offensive manner; (c) is in violation of any laws, or obligations or restrictions imposed by any third party; or (d) would cause a material risk to the security or operations of Rendex Design or any third party.
3 Use Restrictions
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, or to offer, use, or permit the use of the Site and/or Services in a computer service business, third-party outsourcing service, on a membership or subscription basis, on a service bureau basis, on a time-sharing basis, as part of a hosted service, or on behalf of any third party, or to sell, license or distribute any work as stand-alone or as part of an online database or any other database, or any derivative product containing any work in such way that is intended to allow a third party to use, download, extract or access the work as a stand-alone file or otherwise share any work with any third party; (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, or remove, obscure, or alter any proprietary notices associated with the Site and/or Services; (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, or otherwise attempt to interact with the operating system underlying the Site and/or Services.
4 Certain Restrictions
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, customize, or otherwise commercially exploit the Site or Services, or otherwise host or sub-license the Site and/or Services (or any part thereof); (b) you shall not modify, make derivative works of, adapt, translate, disassemble, reverse compile, de compile or reverse engineer any part of the Site or Services, or otherwise attempt to discover the source code in the Site and/or Services (or any part thereof); (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. Rendex Design 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 Rendex Design 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 Rendex Design will have no obligation to provide you with any support or maintenance in connection with the Site or Services.
5 Feedback
If you provide Rendex Design any feedback or suggestions regarding the Site or Services (“Feedback”), you hereby assign and agree to assign upon our request to Rendex Design all rights in the Feedback and agree that Rendex Design shall have the right to use such Feedback and related information in any manner it deems appropriate. Rendex Design will treat any Feedback you provide to Rendex Design as non-confidential and non-proprietary. You agree that you will not submit to Rendex Design any information or ideas that you consider to be confidential or proprietary. This Section 9.3 does not apply to customers located in the EEA; customers in the EEA agree to assign Feedback to Rendex Design upon our request.
6 Ownership
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 Rendex Design or Rendex Design ’ 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. Rendex Design and its suppliers reserve all rights not granted in this Agreement.
9 Indemnity
You agree to indemnify and hold Rendex Design (and its officers, employees, and agents) harmless, including reasonable costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site or Services, (b) your User Content (including your Design Contest, Design Concept, designs in the Project Service, and Reviews), (c) your interaction with any other User, (d) your use of Adobe Stock, or (e) your violation of this Agreement or any applicable laws. Rendex Design 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 Rendex Design . Rendex Design will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. This Section 10 does not apply to customers located in the EEA.
10 Term and Termination
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), including in part or in full, or (b) terminate this Agreement, at any time for a legitimate purpose, including in part or in full, and including for any use of the Site or Services in violation of this Agreement or where any of our licensors terminates our licence to use any content (including the Adobe Stock). Upon termination of this Agreement, your Account and right to access and use the Site and Services (or relevant part thereof) will terminate immediately. Any Rendex Design Credits or payments outstanding to you at termination will be paid to you. 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 to the extent permitted under applicable law (this sentence does not apply to customers located in the EEA). Rendex Design 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 1.3(b), 4, 5, 7, 8, 9 (excluding Section 9.1), 10, 11, 13, 14, and 15.
11 Limitation on Liability
1
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 (but subject to clause 14.4), 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 greater of (a) fifty US dollars ($50) or (b) amounts you have paid Rendex Design in the prior 12 months (if any). The existence of more than one claim will not enlarge this limit. Some jurisdictions do not allow the limitation or exclusion of liability for incidental of consequential damages, so the above limitation or exclusion may not apply to you and you may also have other legal rights that vary from jurisdictions to jurisdictions.**
12 General
1 Changes to General Terms and Conditions
This Agreement (including pricing terms) 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. 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.
2 Entire Agreement
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 Rendex Design 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 Rendex Design ’ 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 assigned.
2012 RENDEX DESIGN