2.
Eligibility, Access, Use and Service.
(a) Eligibility
Requirements. To register as a Client, you much be at least 18 years of age, agree
to these Terms and Conditions and the Privacy Policy, and complete the registration
procedure. By registering as a Client, you represent and warrant that you meet
these eligibility requirements, that the information you include as part of the
registration process is complete and accurate and, if you are registering on behalf
of an entity, that you are authorized to bind that entity to these Terms and Conditions.
Logosymbol.com may accept or reject your registration in its sole discretion.
The Service is not directed to children.
(b) Authorization
to Use; Permitted Uses. You may access and use the Service solely in accordance
with these Terms and Conditions and any posted policies and procedures that appear
on the Web Site. You may provide Creative Briefs and obtain Responses only if
you register as a Client. Any use of the Web Site is at your sole risk and responsibility.
Subject to these Terms and Conditions, you may (i) display the Web Site on an
internet access device, and (ii) on an occasional, infrequent and ad hoc basis,
and (iii) Ahmedabad Jurisdiction, print copies of insubstantial portions of the
Web Site. Except as expressly authorized by the foregoing sentence and as otherwise
permitted herein, you may not display or print the Web Site and in no event may
you broadcast, circulate, distribute, download, perform, publish, rent, reproduce,
sell, store, transmit or create decorative works from the Web Site.
(c)
Prohibited Uses Generally. You are required to comply with all applicable laws
(including, without limitation, any applicable export controls) in connection
with your use of the Service, and such further limitations as may be set forth
in any written or on-screen notice from Logosymbol.com. Without limiting the foregoing,
you agree not to transmit, distribute, post, communicate or store information
or other material on, to or through the Web Site that (i) is copyrighted, unless
you are the copyright owner; (ii) reveals trade secrets, unless you own them;
(iii) infringes on any other intellectual property rights of others or on the
privacy or publicity rights of others; (iv) is obscene, defamatory, threatening,
harassing, abusive, hateful, or embarrassing to any other person or entity; (v)
is sexually-explicit; (vi) constitutes advertisements or solicitations of business,
chain letters or pyramid schemes; or (vii) contains viruses, Trojan horses, worms,
time bombs, or other computer programming routines or engines that are intended
to damage, detrimentally interfere with, surreptitiously intercept or expropriate
any system, data or information. You further agree not to (i) use any incomplete,
false or inaccurate biographical information or other information for purposes
of registering as a Client; (ii) delete or revise any material or other information
of any other user or Logosymbol.com; (iii) take any action that imposes an unreasonable
or disproportionately large load on the Web Site's infrastructure; (iv) use any
device, software or routine to interfere or attempt to interfere with the proper
working of this Service or any activity being conducted on this site; (v) use
or attempt to use any engine, software, tool, agent or other device or mechanism(including
without limitation browsers, spiders, robots, avatar's or intelligent agents)
to navigate or search this Web Site other than the search engine and search agents
available from Logosymbol.com on this Web Site and other than generally available
third party web browsers (e.g., Netscape Navigator and Microsoft Internet Explorer);
or (vi) attempt to decipher, decompile, disassemble or reverse engineer any of
the software comprising or in any way making up a part of the Web Site. You are
prohibited from violating or attempting to violate the security of the Web Site,
including, without limitation, (i) accessing data not intended for you or logging
into a server or account that you are not authorized to access; (ii) attempting
to probe, scan or test the vulnerability of a system or network or to breach security
or authentication measures without proper authorization; (iii) attempting to interfere
with service to any user, host or network, including, without limitation, by way
of submitting a virus to, or overloading, "flooding", "spamming",
"mailbombing" or "crashing", the Web Site; (iv) sending unsolicited
e-mail, including promotions and/or advertising of products or services; or (v)
forging any TCP/IP packet header or any part of the header information in any
e-mail or posting. Violations of system or network security may result in civil
or criminal liability. Logosymbol.com will investigate occurrences that may involve
such violations and may involve, and cooperate with, law enforcement authorities
in prosecuting users who are involved in such violations. Logosymbol.com reserves
the right to review postings on the Web Site, to remove any postings, and to terminate
your ability to communicate with, or post to, the Web Site at any time without
notice, in its sole discretion. Logosymbol.com will take commercially reasonable
efforts not to disclose any information you communicate with, or post to, the
Web Site but reserves the right to disclose such information to the extent necessary
to satisfy any applicable law, regulation, legal process or governmental request,
or to edit, refuse to post or to remove any information or materials, in whole
or in part.
(d) Operation of Web Site. Logosymbol.com
shall not be responsible for any delays or interruptions of, or errors or omissions
contained in, the Web Site. Logosymbol.com reserves the right, but shall not be
required, to correct any delays, interruptions, errors or omissions. Although
Logosymbol.com intends to use commercially reasonable efforts to make the Web
Site and Service accessible, Logosymbol.com makes no representation, warranty
or covenant that the Web Site or Service will be available at all times or at
any time. Various circumstances may prevent or delay availability. Logosymbol.com
may at any time discontinue the Web Site in whole or in part, may change or eliminate
any transmission method, and may change transmission speeds or other signal characteristics.
Logosymbol.com shall not be responsible for any loss, cost, damage or liability
that may result.
3. Responsibility for Content; Other Representations,
Warranties and Covenants.
(a) Company. Logosymbol.com
shall not be responsible for any use that is or is not made of the Web Site or
the Service. Without limiting the foregoing, Logosymbol.com makes no representations,
warranties or covenants regarding, and does not guarantee, the truthfulness, accuracy,
or reliability of any information or other material (including, without limitation,
any Creative Brief, Term Sheets, Responses or User Identity (as defined below))
that are communicated through, or posted to, the Service, whether by Members,
Clients, Logosymbol.com or otherwise, nor does Logosymbol.com endorse any opinions
expressed by any user of the Web Site, including any Member or Client. Without
limiting the foregoing, Logosymbol.com makes no representations, warranties or
covenants regarding the validity of the rights to Responses granted pursuant to
this Agreement. You acknowledge that any reliance on information or other material,
including, without limitation, any Job, Term Sheet, Response or User Identity,
communicated through the Service, or posted to the Web Site will be at your own
risk. Without limiting the foregoing, each Client agrees and acknowledges that
it uses each Response at its own risk and that it is responsible for taking any
actions it deems reasonable to determine whether its use of a Response will infringe
any third party intellectual property, privacy or publicity rights.
4. Ownership; Rights to Use.
(a) Web Site and Service
Generally. Except as expressly contemplated under this Agreement, as between Logosymbol.com
and you, Logosymbol.com will own all right, title and interest in and to all copyright,
trademark, service mark, patent, trade secret or other intellectual property and
proprietary rights in and to the Web Site and Service, in all media now known
or later devised, to the full extent provided under United States and international
law. You shall not remove, conceal or alter any copyright notice, byline information,
disclaimer, restriction or other notice on the Web Site or any portion thereof.
You shall not use or permit any third party to use the name, trademarks, trade
names, or trade dress of Logosymbol.com, including "Logosymbol.com",
without the prior written consent of Logosymbol.com in its sole discretion for
each such use.
(b) Creative and Response Briefs.
Upon submission a Creative or Response Brief or any other information or media
provided by Client in connection with Client's use of the Service (collectively,
the "Client Information"), Logosymbol.com and its agents shall have
all rights and licenses necessary to use such Client Information for purposes
of obtaining Responses and for archival purposes. Each Member to whom a Client
project is made available has the right to review and display the Term Sheet solely
for purposes of preparing a Response.
(c) Rights
of Logosymbol.com. Upon Client's submission of Client Information to the Service,
Client grants Logosymbol.com and its agents (including "SAPAN JHAVERI")
a royalty-free, perpetual, irrevocable, sublicenseable, exclusive, worldwide right
(including any moral rights) and license to use, reproduce, modify, adapt, publish,
translate, create derivative works from, distribute, communicate to the public,
perform and display (in whole or in part), and/or incorporate in other works,
in any form, media, or technology now known or later developed, such Client Information,
for the full term of any intellectual property rights that may exist in such Client
Information to the extent necessary to provide Client with the Service and Responses.
(d) Rights of Clients. Subject to Client's compliance with
the terms and conditions of this Agreement, Client shall own final Response compositions
provided to Client by Logosymbol.com hereunder. Client shall not, however, own
any materials, media or other content generated during any revision cycles leading
up to the final Response composition, with such right, title and interest expressly
reserved to Logosymbol.com. Client acknowledges and hereby grants to Logosymbol.com
the right to use Creative and Revision Briefs, as well as individual Responses
provided to Client, for internal and archival purposes, and in order to display
and promote the Logosymbol.com Service. Client acknowledges that its rights under
this Agreement shall be limited solely to the final Response compositions, and
that no trade or service marks in or to such final Response compositions are being
conveyed under this Agreement. Client acknowledges that Logosymbol.com shall have
no obligation or duty to perform trade or service mark searches or inquiries,
or the like, in order validate the propriety or legality of the Response compositions.
Accordingly, Client is encouraged to perform its own independent searches with
regard to the Response compositions. Furthermore, Client acknowledges that Logosymbol.com
shall have no responsibility or obligation of any kind to assist Client in seeking
state or federal intellectual property protection (i.e., without limitation, trademark
registration) for the Responses, nor shall Logosymbol.com be responsible in otherwise
assisting Client in any way in Client's perfection of Client's rights in or to
the Responses.
5. Registration, Password, User Identity.
(a) Your User Identity. When you register as a Client, you
will create a user identity (your "User Identity"), which will be your
identity for purposes of interacting with other users through the Web Site. Your
User Identity will include certain personal information, such as, the industry
in which you operate. However, your user name need not be your real name. During
the registration process, the fields requesting information that will be made
available to others as part of your User Identity are identified. You are responsible
for ensuring that you are comfortable making such information available to other
Web Site users.
(b) Access Numbers, Passwords, and
Password Access. You shall keep confidential, shall not disseminate, and shall
use solely in accordance with these Terms and Conditions, your User Identity,
registration identification and password for the Web Site. You shall immediately
notify Logosymbol.com if you learn of or suspect: (i) any loss or theft of your
User Identity, registration identification or password, or (ii) any unauthorized
use of your registration identification or password or of the Web Site. In the
event of such loss, theft, or unauthorized use, Logosymbol.com may impose on you,
at Logosymbol.com's sole discretion, additional security obligations.
(c) Security Breaches and Revision. If any unauthorized person
obtains access to the Web Site as a result of any act or omission by you, you
shall use your best efforts to ascertain the source and manner of acquisition
and shall fully and promptly brief Logosymbol.com. You shall otherwise cooperate
and assist in any investigation relating to any such unauthorized access.
6. Nondisclosure and Privacy.
(a) Privacy. Logosymbol.com
intends to use commercially reasonable efforts to follow its privacy policy, as
such privacy policy may be changed from time to time at Logosymbol.com's sole
discretion. Notwithstanding the foregoing, Logosymbol.com cannot and does not
assume any responsibility or liability for any information submitted to the Web
Site or for the use or misuse of any information submitted by you or any other
person, including, without limitation, any information accessed by a hacker or
by any other malicious act.
7. Disclaimers; Limitations of Liability.
(a) Generally; Release from Claims. The Service serves
solely as a venue for the creation of work and Logosymbol.com does not screen
or censor any information or material posted to the Web Site. Although Logosymbol.com
makes commercially reasonable efforts to determine the identity of Clients, Logosymbol.com
cannot and does not confirm that any Client or other user is who they claim to
be or that any Client or other user has the qualifications he or she claims to
have. Because Logosymbol.com does not and cannot be involved in user-to- user
dealings or control the behavior of participants on the Web Site, if you have
a dispute with one or more users, you release Logosymbol.com (and our affiliates,
agents and employees) from claims, demands and damages (actual and consequential,
direct and indirect) of every kind and nature, known and unknown, suspected and
unsuspected, disclosed and undisclosed, arising out of or in any way connected
with such disputes.
(b) Disclaimer of Warranties.
THE SERVICE AND THE RESPONSES ARE PROVIDED "AS IS." LOGOSYMBOL.COM MAKES
NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER TO YOU OR ANY OTHER PERSON
RELATING IN ANY WAY TO THE WEB SITE, INCLUDING ANY PART THEREOF, OR ANY WEB SITE
OR OTHER CONTENT OR SERVICE THAT MAY BE ACCESSIBLE DIRECTLY OR INDIRECTLY THROUGH
THE WEB SITE, INCLUDING ANY RESPONSE, JOB, TERM SHEET, USER IDENTITY OR LINKED
CONTENT (ASHEREINAFTER DEFINED). LOGOSYMBOL.COM DISCLAIMS TO THE MAXIMUM EXTENT
PERMITTED BY LAW, ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES. WITHOUT LIMITING
THE GENERALITY OF THE FOREGOING, LOGOSYMBOL.COM DISCLAIMS TO THE MAXIMUM EXTENT
PERMITTED BY LAW ANY AND ALL (i) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE, (ii) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PARTY
INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (iii)WARRANTIES RELATING TO DELAYS,
INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE WEB SITE, OR ANY PART THEREOF, (iv)
WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE WEB SITE, AND (v) WARRANTIES
OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OROMISSIONS BY
LOGOSYMBOL.COM OR ANY THIRD PARTY. FURTHER, AND WITHOUT LIMITING THE GENERALITY
OF ANYOF THE FOREGOING, THERE IS NO WARRANTY THAT THE WEBSITE WILL MEET YOUR NEEDS
OR REQUIREMENTS OR THENEEDS OR REQUIREMENTS OF ANY OTHER PERSON.(c) Limitation
of Remedy. NEITHER LOGOSYMBOL.COM NOR ANY THIRDPARTY SHALL BE LIABLE TO YOU OR
ANY OTHER PERSON FORANY REMEDY, LIABILITY, DAMAGES, COSTS, OR LOSSESWHATSOEVER
RELATING IN ANY WAY TO THE WEB SITE, INCLUDING ANY PART THEREOF, OR ANY OTHER
CONTENT, WHETHER ARISING UNDER THESE TERMS OR APPLICABLE LAW,INCLUDING CONTRACT,
TORT, STATUTORY, OR ANY OTHERLAW.(d) Exclusion of Consequential Damages. IN NO
EVENT SHALL THECOMPANY OR ANY THIRD PARTY BE LIABLE TO YOU OR ANYOTHER PERSON
FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES
ARISING UNDER OR IN ANY WAY RELATED TO THE WEB SITE,INCLUDING ANY PART THEREOF,
OR ANY OTHER CONTENT,(INCLUDING LOST PROFITS, LOSS OF BUSINESS OR DATA, BUSINESS
INTERRUPTION, TRADING LOSSES, AND DAMAGES THAT RESULT FROM INACCURACY OF THE INFORMATION
OR INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THESERVICE) EVEN IF LOGOSYMBOL.COM
OR ANY THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
8. Indemnification. Upon a request by Logosymbol.com,
you agree to defend, indemnify and hold harmless Logosymbol.com and its subsidiaries,
affiliates, officers, agents, co-branders or other partners and employees from
all liabilities to, claims of any third party due to or arising out of your violation
of any of these Terms and Conditions or your use of the Web Site, and any expenses,
including, without limitation, reasonable attorneys fees, incurred in connection
therewith.
9. Links to Third Party Services.
The Web Site may contain links to third party web sites or other services (the
"Linked Content"). The Linked Content is not under the control of Logosymbol.com
and Logosymbol.com is not responsible for the Linked Content, including, without
limitation, links contained in the Linked Content, or any changes or updates to
Linked Content. Logosymbol.com is providing Linked Content to you only as a convenience,
and the inclusion of such Linked Content is not an endorsement by Logosymbol.com
of such Linked Content. If you decide to access any Linked Content, you do so
at your own risk.
10. Termination. Logosymbol.com
reserves the right, in its sole discretion, to terminate Client's access to all
or a portion of the Service, at any time, with or without notice. In the event
of such termination, Logosymbol.com will work with Client to determine the amount
of any refund (if any) to be paid to Client as a result of such termination. Should
Client's use of the Service result from Client's material breach of the terms
and conditions of this Agreement, or any other agreement to which Logosymbol.com
and Client are a party, Client shall not be entitled to any refund, unless otherwise
mutually agreed upon by the parties.
11. Email
communications. Logosymbol.com will generally use email to communicate with Client.
By using the Logosymbol.com service you agree to receive status notifications,
a monthly newsletter, and carefully selected special offers and promotions for
our services, or for third-party services Logosymbol.com believes could be of
value to Client. This is essential to maintaining the low-cost of our services.
At no time will you receive more than two special offers a month and you are free
to unsubscribe at anytime. Logosymbol.com may or may not use a third party to
send email, however, your personal identifying information will never be disclosed
or shared with another party without your explicit permission as outlined in our
privacy statement and as required by law.
12.
General. These Terms and Conditions set forth the entire agreement and understanding
of the parties with respect to the subject matter hereof and supersede any and
all prior oral or written agreements and understandings, and any and all contemporaneous
oral agreements and understandings (excluding any associated agreements required
by Logosymbol.com (e.g., privacy policy) as a condition precedent to Client's
use of the Service), between you and Logosymbol.com regarding the subject matter
of these Terms and Conditions. No modification, amendment, or waiver of these
Terms and Conditions or Use or any part of them shall be binding unless evidenced
in writing and signed by Logosymbol.com. If any provision of these Terms and Conditions
is held by a court of competent jurisdiction to be invalid, void, or unenforceable,
then such provision shall be deemed null and void, but the remaining provisions
shall continue in full force without being impaired or invalidated in any way.
The language of these Terms and Conditions shall be deemed to be the language
mutually chosen by the parties and no rule of strict construction shall be applied
against or in favor of either party hereto. The section headings and other headings
contained in these Terms shall not affect the meaning or interpretation of these
Terms and Conditions. Without reference to any choice of law rules that would
result in the application of the substantive law of any other jurisdiction. The
parties agree that any disputes arising out of or relating to these Terms and
Conditions shall be submitted to the federal courts having jurisdiction in Salt
Lake City, Utah, or state courts having jurisdiction in the area in which such
federal courts have jurisdiction, and the parties consent to the personal jurisdiction
of such courts in respect of such disputes. You may not assign or otherwise transfer
(by operation of law or otherwise) any of your rights or duties hereunder unless
Logosymbol.com agrees in writing after receiving prior written notice. Any attempted
assignment or other transfer without the requisite consent shall be null and void
ab initio. Logosymbol.com may assign or otherwise transfer any of its rights or
the performance of any of its duties. The waiver by Logosymbol.com of a breach
or a violation of any provision of these Terms and Conditions shall not operate
as or be construed to be a waiver of any subsequent breach or violation of any
provision of these Terms and Conditions.
