If you are entering into this agreement on behalf of a company or other legal entity or an individual, you represent that, you have authority to bind such entity and its affiliates (where applicable) to this agreement, in which case the Terms "you" or "your" or “user”, “customer” or “designer” shall refer to such entity and its affiliates.
This agreement constitutes the complete understanding between you, or the entity on whose behalf you are authorized to access / use the site and the services ("hereinafter referred to as “you”, “your”, “user”, “customer” or “designer” which expression shall unless repugnant to the meaning or context thereof be deemed to include your affiliates, heirs, successors and assigns"), and LAVITA DESIGNS INDIA PRIVATE LIMITED hereinafter referred to as ““tuDESIGNstore” which expression shall unless repugnant to the meaning or context thereof be deemed to include their successors and assigns), which supersedes any proposal or prior agreement, oral or written, and any other communication relating to the subject matter of the agreement.
1.1. "Affiliate" and “Resource Partner” with respect to any entity means any other entity which directly or indirectly controls, is controlled by, or is under common control with such entity.
1.2. "Site" shall mean the tudesignstore website (www.tudesignstore.com) developed by LAVITA DESIGNS INDIA PRIVATE LIMITED hereinafter referred to as “tuDESIGNstore or tudesignstore” and accessed by You in pursuance of this Agreement.
1.3. "Communication” shall mean any communications from Company, such as Service announcements, administrative messages, SMS, emails, newsletters and other promotional materials.
1.4. "Confidential Information" shall include without limitation: (a) trade secrets, and (b) proprietary and confidential information, ideas, samples, media, techniques, drawings, works of authorship, models, inventions, know-how, processes, algorithms, and software object and source code related to the past, current and future products and services of each of the parties, including information concerning research, development, design specifications, engineering, space planning, financial matters, customers, investors, employees, business relationships, business plans, forecasts, sales and marketing plans, marketing materials and strategies; passwords and access codes; Intellectual Property of the Company and any other information regarding the foregoing that is disclosed to the User.
Confidential Information shall not include any information that (i) has become part of the public domain through no fault or breach of the User; or (ii) is already known to the User otherwise than through a breach of the confidentiality provisions of any agreements between the Parties.
1.5. "Creative Contest / Design Project / Bid / Designer Portfolio / Wallet Plan" shall mean various Design services availed by a Customer in accordance with Clause 3.1., for the purpose of selecting a Design submitted by a Designer as identified under this Agreement.
1.6. "Customer” shall include any User who is registered as a ‘Customer’ with the Site under Clause 2.1.2 and shall not include a Designer.
1.7. "Design” means and includes any design submitted by a Designer to the Customer described under the terms of this Agreement.
1.8. "Portfolio” means off–the-shelf designs (available at www.tudesignstore.com) through which the Designers may sell their Designs, and Customers may purchase such Designs as further described under the terms of this Agreement.
1.10. "Designer” shall include any User who is registered as a ‘Designer’ with the Site under Clause 2.1.1 and shall not include a Customer.
1.12. “Design Plan” shall mean the entry level, mid-level and premium level design packages/payment plans
1.13. "Intellectual Property” or “Intellectual Property Rights” means and include (i) all rights, title, and interest under any statute or under common law including patent rights, copyrights including moral rights, and any similar rights in respect of any intellectual property or other development, anywhere in the world, whether registrable or not; (ii) any licenses, permissions and grants in connection therewith; (iii) applications for any of the foregoing and the right to apply for them in any part of the world; (iv) right to obtain and hold appropriate registrations in under applicable intellectual property laws and, (v) all extensions and renewals thereof (vi) causes of action in the past, present or future, related thereto including the rights to damages and profits, due or accrued, arising out of past, present or future infringements or violations thereof and the right to sue for and recover the same.
1.14. “Party” or “Parties” shall mean and include the Company, the Designer and / or the Customer as may be relevant to the context.
1.16. “Services” shall mean the services provided by the Company to the Users as described in clause 4.1.1.
1.17. “Selected Design / Winning Design” shall mean the Design selected by the Customer for the purpose of purchase in accordance with the Design Purchase Agreement.
1.18. “Site” shall mean www.tudesignstore.com
1.19. “Third Party Systems” means hardware, software, applications and other materials owned by third parties which may be integrated with the Site.
1.20. “Third Party Systems Owners” shall mean the owners or licensors of the Third Party Systems.
1.21. “User” shall mean Designer and / or Customer as may be relevant to the context.
2.1. Each User is required to register on the Site for the purpose of accessing and using the Site and the Services (“Signup/Register/Registration”) and create a user account for the use of the Site (“User Account”) in the following manner.
2.1.1. Designer Registration: The User may choose to register as a ‘Designer’, in accordance with any of the options provided on the subscription page of the Site. The User may be provided with a range of subscription options, and prices, for Registration, as listed on the subscription page of the Site.
2.1.2. Customer Registration: The User may choose to register as a ‘Customer’, in accordance with any of the options provided on the subscription page of the Site. The User may be provided with a range of subscription options, and prices, for Registration, as listed on the subscription page of the Site.
2.2. Upon Registration, each User may log into the user account on the Site, using a user name and password chosen by the User at the time of Registration (“Registration Details”).
2.3. The User agrees and acknowledges that the User shall be solely responsible for keeping secure the Registration Details required to access the Site. The User acknowledges and agrees that for the purpose of this Agreement, all actions performed by any person using the Registration Details shall be deemed to have been committed by the User and the User will be liable for the same.
2.4. The Company reserves the right to terminate this Agreement at any time if it is found that the User has been sharing the Registration Details, or providing access to the Site, to any unauthorized user or has been using the password, the Site for any illegal or unauthorized purpose.
2.5. The Company reserves the right to refuse to permit any person to register as a User, refuse to permit any person to access the Site, terminate user accounts, and remove or edit content in its sole discretion.
3. FEATURES AND USE OF THE SITE
3.1. Features of Site specific to Customers
3.1.1. Creation and conducting a Creative Contest
18.104.22.168. Upon Registration, a Customer may log into the Site and:
(i) start a Design Project by selecting the Design category, providing a Design brief containing the Customer’s requirements, and choosing a Design Plan from the options provided on the Site; or
(ii) run a Creative Contest, by selecting the category, providing a Design brief containing the Customer’s requirements, and launching the Creative Contest choosing the appropriate options provided on the Site; or
(iii) post a Bid by selecting the Design category, providing a Design brief containing the Customer’s requirements, and fixing a Bid Amount from the options provided on the Site; or
(iv) purchasing a design from the Designer Portfolio by selecting an existing design from the options provided on the Site; or
(v) choose a Wallet Plan – COMPOSITE, from the options provided on the Site;
22.214.171.124. The Customer may be provided with optional add ons and upgrades for all the design services, as described on the Site at the time of such offer, as an additional benefit on the basis of their selection. Such add ons and upgrades may be provided free of cost, or for a specific fee, as described on the Site at the time of offering such add ons and upgrades. All such add ons and upgrades are non-refundable, and the customer waives any right of a refund on such services. Please refer to clause 5.7. to understand more about our refund policy.
126.96.36.199. At the time of creation of a Creative Contest, the Customer shall transfer to the Company the total amount the Customer shall be required to pay for the purchase of a Design through the Creative Contest as described on the Site (“Creative Contest Fee/Creative Contest Budget”). All our Creative Contests are GUARANTEED, which means that the Creative Contest Fee is completely non-refundable with the exception of the case wherein no entries are received for the Creative Contest. The Customer may also be required to pay certain additional fees for the purpose of availing any add ons, upgrades or other features or benefits made available on the Site. Such fee paid for any add on or upgrade is completely non-refundable.
188.8.131.52. Upon creation of a Creative Contest, the Contest will be listed on the contest listing page of the Site, or announced on the Site by the Company via such means as the Company may decide, and Designers will be allowed to submit their Designs in accordance with the terms of the Creative Contest, within the period/duration of time pre-selected by the Customer at the time of launching the Creative Contest. During the design submission and finalisation period, the Customer will also be able to view, rate, evaluate the Designs submitted for the Creative Contest, communicate with the participating Designers and shortlist five finalists and choose a Winner (one among the five finalists). If, during the design submission and finalisation period, the Customer has still not chosen a design as the Winning Design then the Customer may at the discretion of the Company be provided an additional period of 7 days during which the Customer may be allowed to view, rate, evaluate and choose a Winning Design and five finalists from the Designs submitted for the Creative Contest. During this period no new design entries will be allowed to be submitted by the Designers for such Creative Contest. If the Customer fails to select the finalists and winner during this extended period, tuDESIGNstore™️ has the right to LOCK the creative contest. To UNLOCK the Creative Contest, the Customer may contact the Company at firstname.lastname@example.org.
184.108.40.206. Upon choosing the five finalists and the winner of the Creative Contest, the status of the Creative Contest on the Site will change to “Creative Contest Held”, and the Customer will no longer be able to evaluate, rate or choose a Design as the Winning Design. The Creative Contest then moves to the next stage which is “Handover” stage during which, the designer of the winning entry will transfer the final design in the requested file format along with Design Transfer Agreement, to the Customer.
220.127.116.11. After the customer has confirmed receipt of the final design, tuDESIGNstore™️ will immediately release the prize money to the designer. The designer can then request a pay-out any time after that subject to applicable laws.
18.104.22.168. If a Customer fails to choose a Winning Design:
(i) Subject to applicable laws, the Prize Money may be distributed equally to each of the Designers participating in the Creative Contest.
3.1.2. At the time of starting a Design Project, the Customer shall transfer to the Company the total amount the Customer shall be required to pay for the purchase of a Design through the Design Project as described on the Site (“Design Project”). The Design Project amount is refundable if, no entries are received for the design brief posted by the customer, or if, the Design Project is GUARANTEED, which means that the Fee is completely non-refundable with the exception of the case wherein no entries are received for the Design Project. The Customer may also be required to pay certain additional fees for the purpose of availing any add ons, upgrades or other features or benefits made available on the Site. Such fee paid for any add on or upgrade is completely non-refundable.
22.214.171.124. Upon launching a Design Project after selection of Design Plan and writing the design brief, the Project will be listed on the listing page of the Site, or announced on the Site by the Company via such means as the Company may decide, and Designers will be allowed to submit their Designs in accordance with the terms of the Design Project, within the period/duration of time pre-selected by the Customer at the time of starting the Design Project.
126.96.36.199. During the design submission and finalisation period, the Customer will also be able to view, rate, evaluate the Designs submitted for the Design Project, communicate with the participating Designers and finalise the winning design. If, during the design submission and finalisation period, the Customer has not chosen a Winning Design then the Customer may at the discretion of the Company be provided an additional period of 7 days during which the Customer may be allowed to view, rate, evaluate and choose a Winning Design submitted in the Design Project. During this period no new design entries will be allowed to be submitted by the Designers for such Design Project. If the Customer fails to select the winner during this extended period, tuDESIGNstore™️ has the right to LOCK the Design Project. To UNLOCK the Project, the Customer may contact the Company at email@example.com.
188.8.131.52. Upon choosing the winner, the status of the Design Project on the Site will change to “Past Projects”, and the Customer will no longer be able to evaluate, rate or choose a Design as the Winning Design. The Design Project then moves to the next stage which is “Handover” stage during which, the designer of the winning entry will transfer the final design in the requested file format along with Design Transfer Agreement, to the Customer.
184.108.40.206. After the customer has confirmed receipt of the final design, tuDESIGNstore™️ will immediately release the prize money to the designer. The designer can then request a pay-out any time after that subject to applicable laws.
3.1.3. In case of posting a BID, the Customer shall transfer to the Company the total amount as per his budget for the purchase of a Design through the Bidding as described on the Site (“BID”). The Design Project through BID is NOT refundable even if no submission or design entries are received for the design brief posted by the customer under BID, which means that the Fee is completely non-refundable with no exception. The Customer may also be required to pay certain additional fees for the purpose of availing any add ons, upgrades or other features or benefits made available on the Site. Such fee paid for any add on or upgrade is completely non-refundable.
3.1.4. If the customer chooses to buy an off-the-shelf design from the existing “Designer Portfolio”, the Customer shall transfer to the Company the total amount for purchase of the design as described on the Site (“DESIGNER PORTFOLIO”). A Customer purchasing a Design through the Designer Portfolio may request certain modifications and customisations to such a Design. The Designer may, at his / her discretion choose to make such modifications and customisations, and charge an extra fee for any modifications and customisations made. A design purchased from the Designer Portfolio is non-refundable. Please refer to the clause ………… to understand more about our Refund Policy.
3.1.5. If the customer chooses to buy the “Wallet Plan” – COMPOSITE, the Customer shall transfer to the Company the total amount for purchase of the annual payment plan as described on the Site (“COMPOSITE”). In a Wallet Plan, the customer may choose to start a Creative Contest or Design Project or Post a Bid or buy an off-the-shelf design from Designer Portfolio, till the amount in the plan has exhausted. A wallet plan is an annual plan with no carry-forward; and is non-refundable.
3.2. Prohibited Uses
3.2.1. The following actions are prohibited in connection with the Users use of the Site / the Service:
220.127.116.11. any illegal use;
18.104.22.168. removal of any copyright and other proprietary notices connection with any content or information on the Site;
22.214.171.124. copying, decompiling, reverse engineering, or otherwise attempting to discover any source code, sell, assign or otherwise transfer any Intellectual Property in the Site and its contents;
126.96.36.199. uploading, display, publishing, transmission or sharing of any information or content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer resource;
188.8.131.52. uploading, display, publishing, transmission or sharing of any information or content that belongs to a third party and is infringing of such third party’s Intellectual Property Rights or is unsuitable;
184.108.40.206. uploading, display, publishing, transmission or sharing of any information or content that is grossly harmful, harassing, blasphemous defamatory, obscene, pornographic, paedophilic, libellous, invasive of another's privacy, hateful, or racially, ethnically objectionable, disparaging, relating to or encouraging money laundering or gambling, or harmful to minors;
220.127.116.11. uploading, display, publishing, transmission or sharing of any information or content that threatens: the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order; causes incitement to the commission of any cognisable offence; prevents investigation of any offence; is insulting any other nation; or
18.104.22.168. the access and use of the Site and / or Services in any manner other than as agreed.
3.2.2. Upon creation of a Creative Contest, Design Project and submission of a Design to for Bid or submission of a Design in Designer Portfolio, the Designer and Customer shall not be permitted to transfer, sell or purchase such submitted Designs outside and without use of the Site and Services provided by the Company.
3.3. Reporting and Lock Out
3.3.1. If any person (including a User or any member of the Company or the general public) finds that a User has engaged in prohibited uses as described in Clause 3.2, they may report / make a complaint against such User by contacting the Company at www.tudesignstore.com.
3.3.2. Upon receiving a complaint against a User, the Company may investigate such complaint and restrict such User’s access to his / her User Account for the duration of the period of such investigation. If the Company finds that the User has engaged in prohibited uses as described in Clause 3.2, the Company may terminate the User Account in accordance with Clause 14.2.
3.3.3. The User acknowledges and agrees that the acceptance of any complaint / report, the conduct of investigation, and any actions taken after such investigation shall be at the discretion of the Company, and the Company shall have no obligation to notify and / or explain the same to the User.
3.3.4. The User acknowledges that the Company may at its discretion monitor:
(i) any content posted and / or submitted on the Site by the User, in relation to a Creative Contest, Design Project, Designer Portfolio, Bid or otherwise; and
(ii) any activities undertaken by the User on the Site and / or in relation to the Services.
3.3.5. The User acknowledges that the Company shall not be obliged to undertake any monitoring activities as described in clause 3.3.4 above.
3.4. Back up of User information
3.4.1. During the use of the Site and/or the Services, the Company or any third parties may also undertake frequent back-ups of User information stored therein. Company shall not be liable or responsible if any of the User’s backed-up information is lost or becomes irretrievable nor shall it be liable or responsible for the performance / run-time of any servers which are used in accordance with this Agreement.
3.5. Open Source
3.6. Third Party Systems
3.6.2. The Company is not responsible or liable in any manner with respect to any Third Party Systems.
4. PROVISION OF SERVICE AND COMMUNICATIONS
4.1. Provision of the Service
4.1.1. The Company shall in its discretion
(i) provide Users with access to the Site;
(ii) permit and provide a platform for Designers to submit and sell their Designs on the Site, to create a design portfolio on the website and showcase their designs including personal designs.
(iii) permit and provide a platform for Customers to hold Creative Contests, start Design Projects, post Bids and purchase Designs on the Site;
(iv) provide any other services as provided on the Site. (collectively, “Services”)
4.1.2. Users are totally responsible and liable for the access and use of the Services and the Site.
4.2.1. Users acknowledge and agree that Company may send various Communications (directly or indirectly through third parties) to the Users as part of the Service.
4.2.2. The User’s acceptance of this Agreement deems acceptance and agreement to receive Communications from Company (directly or through their vendors).
5. FEES AND CONSIDERATION
5.1. Subscription Charges:
5.1.1. In order to purchase any Design(s), a Customer must first pay to the Company the Creative Contest Fees/Design Project Fees/Bid Fees/Off-the-shelf Design Purchase Fees. The Company shall retain as commission a percentage of the Creative Contest Fees/Design Project Fees/Bid Fees/Off-the-shelf Design Purchase Fees paid by the Customer to the Company. The remaining Design Fee shall then be paid to the Designer.
5.2. Upgrade Fee:
5.2.1. A Customer may be allowed to upgrade his / her Registration by making a payment for such upgrade as described on the Site (“Upgrade Fee”).
5.7.1. Notwithstanding anything to the contrary, the Company may process any refunds that may be claimed by any Users, under this Agreement, at its discretion, and subject to the terms of this Agreement, and any applicable laws.
5.7.2. Any amount refunded under this Agreement shall be subject to applicable bank and other charges. The Users agree that any such charges shall be borne by and be the responsibility of such User.
5.7.3. Design Services refunds - Customer is eligible for and can request a full 100% refund in respect of a contest if:
5.7.3.a. The Customer requests a refund in writing using their registered email id ("Refund Request");
5.7.3.b. The Customer has not selected a Winning Design from the designs submitted (if any) in response to a Customer’s Brief; It does not matter if the Customer has signed the Design Transfer Agreement or not. Once the Customer has selected a winner they waive their rights for a refund and thus can no longer ask for any refunds;
5.7.3.c. The design project is not guaranteed;
5.7.3.d. The refund request is made within 60 days of launching the Design Project/Creative Contest.
5.7.4. Exceptions - Notwithstanding the terms above Customer is not eligible for and will not receive any refund where:
5.7.4.a. It is a Creative Contest which is always guaranteed and therefore ineligible for a refund;
5.7.4.b. Customer has already requested revisions on the submissions for the Design Project and therefore ineligible for a refund.
5.8.1. The Subscription Charges, Design Services Fee, and any other fees and charges paid by the User to the Company shall be inclusive of GST.
5.8.2. Any payments made to the Designer or any refunds to the Customer by the Company in pursuance of this Agreement shall be subject to the necessary tax deductions as prescribed under applicable laws.
6.2. The Design Purchase Agreement, which will govern the terms of the sale of the Design between the Designer and the Customer, is available at www.tudesignstore.com/design-transfer-agreement. By submitting a Design, or choosing a Selected Design the Designer and the Customer agree and acknowledge that they have read the Design Transfer Agreement and agree to its terms.
7. THIRD PARTY LINKS
8. PROPRIETARY RIGHTS
8.1.1. All content on the Site, including but not limited to design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement, are either the proprietary content of the Company, or are the proprietary property of the Company’s affiliates or licensors. All rights to such content are reserved.
8.1.2. All Third Party Systems are the sole and exclusive property of the Third Party Owners or their licensors.
8.2.1. The trademarks, service marks, designs, and logos (collectively, the “Trademarks”) displayed on the Site are the registered and unregistered Trademarks of the Company and/or its licensors or Affiliates. All rights to such Trademarks are reserved.
8.3. User Rights
8.3.1. The Users are not purchasing any title to the Site or Services, but are only being granted a limited right to access and use the Site and/or the Services in accordance with the terms of this Agreement.
8.3.2. Nothing in this Agreement shall be construed as transferring or assigning to the User any title to the Site and its contents or any Intellectual Property therein and all rights not granted to the User are herein reserved by and for Company.
9.1 The Users acknowledge that during the course of this Agreement, they may have access to Confidential Information of the Company. The Users shall forever hold the Confidential Information in confidence and shall not publish, disclose or disseminate, display or otherwise make available to others any portion of Confidential Information of the Company that the User may come in possession of without the Company’s prior written consent.
9.2 The Users acknowledge that the Confidential Information is of considerable commercial and proprietary value to the Company and that the disclosure of any aspect of the Confidential Information will immediately give rise to continuing irreparable injury to the Company, which is inadequately compensable in damages at law, and the Company is entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing confidentiality undertakings, in addition to any other legal remedies which may be available. In addition, the Company may immediately terminate this Agreement, including all license rights granted herein, in the event the User breaches any confidentiality obligations herein.
9.3 Notwithstanding the aforesaid provisions, the Users may disclose Confidential Information where ordered to do so, by any government, judicial or quasi-judicial authority; provided however, that the User shall in such a case give Company a reasonable notice of any prospective disclosure and shall assist the Company in obtaining an exemption or protective order preventing such disclosure
10.1 The User hereby represents that:
10.1.1. The performance of or compliance by the User of this Agreement does not and will not violate any other agreements;
10.1.3. The User has all the rights (including any intellectual property rights) to and in any Designs submitted on the Site;
10.1.4. The User providing the Designs and / or Personal Data to the Company or the use of the Data by the Company will not violate any third party rights (including any intellectual property rights) or applicable laws (including, the Information Technology Act, 2000 and any laws relating to data protection or data privacy);
10.1.5. The User will use the Site and Services solely in compliance with the terms mentioned under this Agreement and all applicable laws;
10.1.6. The User will comply with all applicable laws in the use of the Services and the Site.
11.1 Company disclaims any warranty, express or implied, that the Site and / or Services is secure or immune from: (i) interruption (ii) access, intrusion, corruption, modification or manipulation by an unauthorised third party; or, (iii) disabling code or computer viruses; or, (iv) program errors resulting from any of the causes specified in (i) and (ii) above (collectively, “Service Breaches”). The Company shall have no liability whatsoever, in the event of occurrence of any such Service Breaches, whether due to actions undertaken by any third parties or otherwise.
11.2 You agree and acknowledge that the Company has no role and disclaims any warranty, express or implied, or liability, in the creation of a Creative Contest or Design Project; submission of Designs to a Creative Contest or Design Project; the selection and / or non-selection of a Selected Design by the Customer creating and holding any contest; the Design Level granted to / attained by a Designer; the rating and ranking of a Designer; the availability and purchase of any Design from the Designer Portfolio; and any other features or incentives availed by the Designers and Customers for the purpose of / through their interactions with each other through the Site.
11.3 You agree and acknowledge that the Company shall have no liability or obligation towards You in the event the processing or payment of any refund claimed under this Agreement is not possible.
11.4 YOU AGREE AND ACKNOWLEDGE THAT THE SERVICES, AND/OR THE SITEACCESSED BY YOU OR ANY THIRD PARTY AUTHORISED BY YOU TO USE THE SITE UNDER THIS AGREEMENT ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. FURTHER, THERE ARE NO IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN RELATION TO THE SERVICES AND/OR THE SITE. WITHOUT LIMITING THE FOREGOING, COMPANY MAKES NO WARRANTY THAT (i) THE SERVICESAND/OR THE SITE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICESAND/OR THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR SITEWILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (iv) THE BACK-UP OF YOUR INFORMATION UNDERTAKEN BY THE SITE WILL BE MAINTAINED OR STORED; (v) THE SERVERS USED WILL BE UNINTERRUPTED, TIMELY, SECURE ERROR-FREE OR SHALL MEET YOUR REQUIREMENTS; AND (vi) ANY ERRORS OR DEFECTS IN THE SITE AND/OR THE SERVICES WILL BE CORRECTED/RECTIFIED. (vi) YOU AGREE THAT YOUR RELIANCE AND/OR USE OF ANY NEWS, INFORMATION AND SUGGESTION SHALL BE AT YOUR OWN RISK
11.5 COMPANY DOES NOT CONTROL OR ENDORSE ANY THIRD PARTY SOFTWARE OR APPLICATIONS AND SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO SUCH THIRD PARTY SOFTWARE OR APPLICATIONS OR THIRD PARTY SYSTEMS AND ANY ACTIONS RESULTING FROM THEIR USE. THE USE OF OR THE DOWNLOADING OR OTHER USE OF SUCH APPLICATIONS OR SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ANY COMPUTER SYSTEM (INCLUDING MOBILE, IPADS, TABLETS AND ANY OTHER DEVICE BY WHICH YOU ACCESS APPLICATION AND OR THE DATA), LOSS OF DATA OR OTHER HARM THAT RESULTS FROM SUCH ACTIVITIES. COMPANY ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR OTHER SIMILAR SOFTWARE CODE THAT IS DOWNLOADED TO YOUR COMPUTER IN CONNECTION WITH THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR VIA COMPANY’S WEBSITE, SERVICES, DOCUMENTATION, DATA, OR APPLICATIONS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
11.6 THE COMPANY AND/OR ITS AFFILIATES ARE NOT RESPONSIBLE FOR YOUR USE OF THE SITE AND/OR SERVICES OR THE RESULTS THEREOF.
12. LIMITATION OF LIABILITY
12.1. COMPANY AND / OR ITS AFFILIATES SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE IN RELATION TO ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF INFORMATION ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES, THE SITE AND / OR ANY DESIGNS BY YOU OR ANY OTHER USER OR ANY THIRD PARTY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY ‘S AGGREGATE LIABILITY FOR ALL CLAIMS / DAMAGES ARISING UNDER OR ACCRUING FROM THIS AGREEMENT, EXCEED THE AMOUNT OF ONE THOUSAND INDIAN RUPEES.
13.1. The Designer shall indemnify, defend and hold harmless Company and its Affiliates and all their officers, directors, owners, agents, employees, content providers, partners, licensors and licensees (collectively, the “Indemnified Parties”) from and against any and all losses, damages, liabilities, and claims and all fees, costs, expenses, of any kind related thereto (including, without limitation, reasonable attorneys’ fees) incurred by the Indemnified Parties in connection with any (i) claims arising out of, based upon or resulting from the Designer’s use of the Site and/or the Services; (ii) claims arising from the breach of the Designer’s representation(s) or other covenants under this Agreement; (iii) claims arising from the Designer’s wrongful or negligent acts; and (iv) any claims of infringement of intellectual property arising in relation to any Designs submitted by the Designer to a Contest and / or the Design Shop. Company reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by the Designer and the Designer shall not in any event settle any matter without the prior written consent of Company.
13.2. The Customer shall indemnify, defend and hold harmless Company and its Affiliates and all their officers, directors, owners, agents, employees, content providers, partners, licensors and licensees (collectively, the “Indemnified Parties”) from and against any and all losses, damages, liabilities, and claims and all fees, costs, expenses, of any kind related thereto (including, without limitation, reasonable attorneys’ fees) incurred by the Indemnified Parties in connection with any (i) claims arising out of, based upon or resulting from the Customer’s use of the Site and/or the Services; (ii) claims arising from the breach of the Customer’s representation(s) or other covenants under this Agreement; (iii) claims arising from the Customer’s wrongful or negligent acts; and (iv) any claims of arising in relation to the manner in which any design services are held by the Customer, and / or the selection or non-selection of Selected Design submitted by the Designer for a Design Project / Creative Contest held by the Customer. Company reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by the Customer and the Customer shall not in any event settle any matter without the prior written consent of Company.
14. TERM AND TERMINATION
14.1. Term With respect to each User, this Agreement shall commence on the Effective Date and shall be valid unless terminated in accordance with the terms mentioned under this Agreement.
14.2.1. The Company has the right to terminate this Agreement with respect to a User and the User Account immediately in the event the User fails to comply with any provisions / terms of this Agreement;
14.2.2. The Company has the right to terminate this Agreement and the User Account at any time, without cause, upon providing one (1) days prior notice to the User.
14.3. Effect of Termination
14.3.1. The termination of this Agreement shall automatically, and without further action by Company, terminate and extinguish the rights granted to the User under this Agreement.
14.3.2. In the event of termination, the User’s access to and use of the App and the Services shall cease immediately.
14.3.3. In the event of termination, the Company shall have the right to retain a copy of any Designs or other data provided by the User during the term of the Agreement and use such Designs or other data for the purposes of the business of the Company.
14.3.4. In the event of termination of the Agreement with respect to a Customer:
(i) The Customer shall make payments of all amounts due to the Company and / or a Designer in relation to any Designs purchased whether by way of a Creative Contest or Design Project or Bid held by the Customer, or from the Designer Portfolio.
(ii) The Company, subject to applicable laws and after retaining the Company Commission, may return to the Customer any unused amounts, paid by the Customer in relation to a Contest that was proposed to be created, but not created as of the time of Termination.
Notwithstanding the foregoing, the following Clauses shall survive the expiration or termination hereof for any reason: 8 (Proprietary Rights); 9 (Confidentiality); 10 (Representations); 11 (Disclaimer); 12 (Limitation of Liability); 13 (Indemnity); 14 (Term and Termination); and 16 (General Provisions).
15. OPERATING ENVIRONMENT
You are solely responsible for acquiring, installing, operating and maintaining the terminals and hardware and software environment necessary to access and use the Site and the Company disclaims all liabilities in relation to the same.
16. GENERAL PROVISIONS
16.1. Notification Of Changes
The Company reserves the right to modify the terms of this Agreement at any time without giving the User prior notice. The User’s use of the Services and the Site following any such modification constitutes the User’s agreement to follow and be bound by such modifications. The last date this Agreement was revised may be set forth at the end of this Agreement. The User’s continued use of the Services, and the Site after notice of any change to the Agreement will be deemed to be the User’s consent to the amended terms.
16.2. Force Majeure
The Company shall not be liable for any downtime or delay or unavailability of the Services or Site caused by circumstances beyond the Company’s reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labour problems, internet service provider failures or delays, or denial of service attacks.
16.3. Entire Agreement
Company shall have the right to place advertisements and publicity materials of its choice, including that pertaining to parties other than itself for commercial use, either physically or through electronic means during the use of the Site and Services.
If one or more of the provisions contained in this Agreement is held invalid, illegal or unenforceable in any respect by any court of competent jurisdiction, such holding will not impair the validity, legality, or enforceability of the remaining provisions.
The failure of either party to exercise any right provided for herein shall not be deemed a waiver of any further right hereunder.
The User may not assign or sub-license, without the prior written consent of Company, the rights, duties or obligations under this Agreement, in whole or in part, to any person or entity.
16.8. Dispute Resolution and Governing Law
16.8.1. The Parties hereby agree that they intend to discharge their obligations in utmost good faith. They therefore agree that they will, at all times, act in good faith, and make all attempts to resolve all differences howsoever arising out of or in connection with this Agreement by discussion. If within 15 days of the commencement of the discussions the dispute is not resolved the dispute shall be referred to arbitration in accordance with the arbitration rules under the India Arbitration and Conciliation Act, 1996. The arbitral panel shall comprise of a sole arbitrator mutually appointed by the Parties. In the event the Parties are unable to agree on a sole arbitrator within 30 (thirty) business days following the date of dispute / breach, the matter will be referred to a panel of arbitrators (“Panel”) to be appointed within 10 (ten) calendar days from the expiry of the 30 (thirty) business days period for the appointment of the sole arbitrator. Both parties to the dispute (that is the Party instituting the arbitration proceeding and the respondent Party (ies)) shall appoint one arbitrator each to the Panel and the two (2) arbitrators so appointed by the parties shall together appoint the third arbitrator to the Panel. The arbitration proceedings shall take place in Pune, India and the language for such proceedings shall be English.
16.8.2. Notwithstanding the above, the Parties shall be entitled to approach the court of appropriate jurisdiction for the grant of any interim or equitable relief.
16.8.3. This Agreement shall be governed and construed in accordance with the laws of the Republic of India, without regard to its conflict of law principles.
16.9. Relationship of Parties
It is expressly agreed that Company and the User are acting hereunder as independent contractors, and nothing contained or implied under this Agreement creates a joint venture, agency or partnership between the User and the Company.
The Company shall have the right to introduce new features, models, updates and upgrades to the Site for the purpose of incentivizing Customers and Designers to participate in Contests, to make the Site more interactive, and to provide better benefits to the Users. Such new features may include but shall not be limited to selection of Top Designers and a tuDESIGNstore™️ blog. By agreeing to the terms of this Agreement, and Registering on the Site, you agree to be bound by any terms that may be applicable to such new features, models, updates or upgrades.
tuDESIGNstore™️ is a product of LAVITA DESIGNS INDIA PRIVATE LIMITED, a company registered under Companies Act, 1956 having its registered office at 202 Power One, Pune 411036, MH, India. is the sole owner of tuDESIGNstore™️ and reserves all the rights related to it. If You have any questions, contact us at firstname.lastname@example.org.