TERMS OF USE AGREEMEN

Welcome to the DezignWall!

Dezignwall was developed for the use of the commercial design and services industry to allow businesses and individuals to: market their services and products, access a database of such services and products, share inspiration, communicate, and collaborate.

This Terms of Use Agreement ("Agreement") constitutes a legally binding contract between DezignWall, Inc., a Delaware corporation ("DezignWall," "we," "us," or "our") and you with respect to your use of our website, DezignWall’s applications for mobile devices, and the Information and Services (defined below) (collectively, the "Website"). Be advised that this Agreement contains disclaimers of warranties and limitations on liability that may be applicable to you. It is important that you carefully read and understand the terms and conditions of this Agreement. This Agreement, along with applicable policies on the Website, constitute the entire agreement between you and us, superseding any prior or contemporaneous agreements.

By using the Website or selecting “I Agree” when registering, you agree to be bound by this Agreement. If you do not agree to these terms and conditions, please do not use the Website.

Please be assured, that while this Agreement does give Dezignwall and its affiliates rights to use your Content (as defined below) we will only use this information to promote the Website.

 

We reserve the right at any time, with or without cause, to:

(1) change the terms and conditions of this Agreement;

(2) change the Website, including eliminating or discontinuing any Information or Services or other feature of the Website; or

(3) deny or terminate your use of and/or access to the Website.

Any change we make will be effective immediately as of when we make the change available on the Website, and post notice of the change on the Website, by email, or in another manner we find reasonable. You agree that your continued use of the Website after such change is effective constitutes your acceptance of such change and its applicability to any Content or Information you continue  to host on the Website. And you hereby acknowledge that you have carefully read all of the terms and conditions of our Privacy Policy (which can be accessed at http://DezignWall.com/privacypolicy) and agree to all such terms and conditions as well. Be sure to return to this page periodically to ensure familiarity with the most current version of this Agreement.

Please contact us at info@dezignwall.com to close your account or to remove Content or Information our interface does not allow you to remove manually.

 

Permitted Use of Services and Information

All services made available on, by or through the Website (collectively, the "Services"), as well as any information provided on, by, through or in connection with the Website, the Services or otherwise, including but not limited to data, text, graphics, designs, logos, images, audio/visual materials, trademarks, intellectual property, contact information, links and references (collectively, the "Information"), are provided for use in accordance with this Agreement. You have no right to any such Information, or other Dezignwall materials or property and agree to comply with all notices and requirements accompanying third-party Information. You may not, nor may you authorize any third party to, without the written consent of DezignWall, copy, reproduce, display, republish, download, post, digitize, translate, modify, transmit, distribute or commercially exploit in any way, any Information or other Dezignwall property except as expressly permitted herein. You agree to advise DezignWall promptly of any such unauthorized use of which you are aware.

DezignWall permits you to reasonably view, print, and display Information in a manner otherwise consistent with this Agreement; provided that (a) you retain all trademark, copyright, and other proprietary notices contained in the original materials, (b) you provide attribution to DezignWall, (c) the material is printed in its entirety without modification, reformatting or adaptation of any kind, and (d) any such copies are subject to the terms and conditions of this Agreement and remain the property of DezignWall. Information may not be posted on another website or used for any commercial purposes.

 

Registration

We reserve the right to decline to provide Services to any person for any or no reason. If and when you register with or provide information to DezignWall, you agree to (a) provide accurate, current and complete information about yourself as prompted (including your email address) and (b) maintain and update your information (including your email address) to keep it accurate, current and complete. You acknowledge that, if any information provided by you is untrue, inaccurate, not current or incomplete, we reserve the right to terminate this Agreement and your use of the Website, Services, and/or Information. You understand that any information you provide will be treated by DezignWall in the manner described in our Privacy Policy, which can be found at http://www.DezignWall.com/privacypolicy.

 

Your Information and Other Submissions

By posting or providing any Content on the Website, you represent and warrant to DezignWall that you own or have the right to use and permit us to use and license such Content in the manner stated in this Agreement.

As part of your use of the Website, you may post, upload, or otherwise place or create (collectively, “post” on the Website: Design Walls, photos or comments, messages, ideas or feedback, other text, photos, audio/visual works, and content or information (collectively, "Content"). Your use of the Website is voluntary and you agree that such Content  may be viewed by the general public and will not be treated as private, proprietary or confidential. Moreover, you authorize us and our affiliates, licensees and sublicensees, without compensation to you or others, a license to copy, adapt, create derivative works of, reproduce, incorporate, distribute, publicly display or otherwise use or exploit such Content for DezignWall Business Purposes (except as provided in the Privacy Policy) throughout the world in any format or media (whether now known or hereafter created) for the duration of any copyright or other rights in such Content, and such permission shall be perpetual and may not be revoked for any reason. Further, to the extent permitted under applicable law, you waive and release and covenant not to assert any moral rights that you may have in any Content posted or provided by you.

DezignWall acknowledges and agrees that you, or your licensors as applicable, retain ownership of any and all copyrights in the Content, subject to the non-exclusive rights granted to DezignWall in the paragraph above, and that no ownership of such copyrights is transferred to DezignWall under these terms. Further, with respect to Content in the form of photos or collections of photos, and subject to DezignWall product and user experience considerations DezignWall will use commercially reasonable efforts to maintain the attribution of such photos as submitted by you.

“DezignWall Business Purposes” means any use in connection with a DezignWall-branded or co-branded website, application, publication or service, or any use which advertises, markets or promotes DezignWall, or its affiliates.

We reserve the right to edit, abridge, remove, or refuse to post any Content except as provided above. We have no obligation to delete Content that you personally may find objectionable or offensive.

 

Reviews

DezignWall may enable you to post ratings or reviews of vendors, service providers and/or their products or services on the Website (your “Reviews”). Reviews are considered Content. You may not post any reviews about a vendor, service provider or any of their products or services if you are (a) an employee, contractor, officer or director of the vendor and/or service provider; (b) an employee, contractor, officer or director of a competitor of the vendor and/or service provider; or (c) related to the vendor and/or service provider in any way, including blood, adoption or by marriage. By posting a Review, you acknowledge and agree that such Content: (1) is based upon your first-hand experience with the vendor, service provider or product or service that is the subject of the Review;

and (2) is accurate, truthful and complete.

 

Third-Party Links

The Website may contain links to other websites for your convenience. We do not control the linked websites or the content provided through such websites, and we have not reviewed, in their entirety, such websites. Your use of linked websites is subject to the privacy practices and terms of use established by the specific linked website, and we disclaim all liability for such use. The fact that we offer such links does not indicate any approval or endorsement by us of any linked website or any material contained on any linked website, and we disclaim any such approval or endorsement.

 

Upgrades and Premium Features

In the course of your use of our Website and Services you may upgrade your account or purchase certain premium features. Among other upgrades and premium features we offer additional designwalls, premium placement for your Content, advertising your Content, digital business cards, and reporting. You may be asked to provide payment information in these cases, and the explicit terms provided at the time of the purchase of such services shall supersede this Agreement and the Privacy Policy.

 

Third-Party Products and Services

You may view, receive information regarding, be linked to, or be provided the opportunity to purchase products and services offered and sold by third parties (“Products”) through the Services. All purchases of Products made by you through the Services are a direct sale and purchase between you and the applicable vendor. DezignWall is not a party to such transaction, and only facilitates the transaction between you and the vendor by providing a marketplace for the marketing, offering and sale of Products. DEZIGNWALL MAKES NO WARRANTY, REPRESENTATION, ENDORSEMENT OR GUARANTEE WITH RESPECT TO PRODUCTS AND SERVICES OFFERED BY THIRD-PARTY SELLERS ON THE WEBSITE, AND DEZIGNWALL SPECIFICALLY DISCLAIMS ANY WARRANTY, REPRESENTATION OR GUARANTEE WITH RESPECT TO THE QUALITY, SAFETY, LEGALITY OR OTHER CHARACTERISTICS OF SUCH PRODUCTS AND SERVICES, OR WITH RESPECT TO THE CONDUCT OF ANY THIRD-PARTY SELLER IN CONNECTION WITH SUCH OFFERS OR SALES.

 

Acceptable Use

You agree not to use the Information, Services or the Website to take any action or actions that:

a) are contrary to DezignWall's public image, goodwill or reputation;

b) infringe on our or any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;

c) express or imply that any of your statements, activities or causes are endorsed by us, without our prior written consent in each instance;

d) violate any applicable law, statute, ordinance or regulation, or encourage any conduct that could constitute a criminal offense or give rise to civil liability;

e) are libelous, defamatory, threatening, harassing, invasive of privacy, abusive, tortious, hateful, discriminatory, pornographic or obscene;

f) transmit any trade secret or other material, non-public information about any person, company or entity without the authorization to do so;

g) restrict or inhibit any other visitor from using the Website, including, without limitation, by means of "hacking" or defacing any portion of the Website;

h) modify, adapt, sub-license, translate, sell, reverse engineer, decompile, or disassemble any portion of the Website, Content or Information;

i) remove any copyright, trademark, or other proprietary rights notices contained in or on the Information, Website, or Services;

j) sublicense, sell, rent, lease, transfer, assign, or convey any rights under this Agreement to any third party, or otherwise commercially exploit or profit from the Information or content of the Website, or any portion thereof, in any manner whatsoever, except as expressly permitted herein;

k) "frame" or "mirror" any part of the Website without our prior written authorization;

l) distribute any virus, worm or other similar or deleterious files, scripts or programming routines;

m) interfere with or disrupt any services or equipment with the intent of causing an excessive or disproportionate load on the infrastructure of DezignWall or its licensors or suppliers;

n) involve the preparation or distribution of junk mail, spam, chain letters, pyramid schemes, or other deceptive or unsolicited bulk or commercial email, or violate in any way the Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM Act of 2003);

o) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine" the Website or in any way reproduce or circumvent the navigational structure or presentation of the Website or its contents, authentication and security measures;

p) forge headers or otherwise manipulate identifiers in order to disguise the origin of any submission;

q) execute any form of network monitoring or run a network analyzer or packet sniffer or other technology to intercept, decode, mine or display any packets used to communicate between the Website's servers or any data not intended for you; and/or

r) harvest or collect information about any Website visitors or members without their express consent.

Improper use of the Information, Services and Website may result in termination of your access to and use of the Website, and/or civil or criminal liabilities.

 

DezignWall Links

You may link to the website provided you do not use any such links in any manner which implies or suggests that DezignWall operates, endorses, sponsors or recommends the website on which such links are used and the website on which such links are used do not violate the this Agreement or the acceptable use policy stated above.

 

No Use by Children Under 13

You hereby affirm that you are over the age of 12, as this Website is not intended for children under 13. If you are under 13 years of age, then you may not use the Website. You further affirm that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.

 

Claims of Copyright or Trademark Infringement

The Digital Millennium Copyright Act (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. DezignWall also reviews claims of trademark infringement. If you believe in good faith that materials hosted by DezignWall infringe your copyright or trademark rights, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work or trademark claimed to have been infringed (or if multiple copyrighted works or trademarks located on the Website are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow DezignWall to locate the material on the Website; (d) the name, address, telephone number, and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright or trademark owner, its agent, or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Please be advised that DezignWall will not respond to complaints that do not meet these requirements. If DezignWall determines that the materials alleged to infringe your copyright or trademark rights do not require removal, DezignWall will remove those materials only pursuant to a court order declaring the content or use of the materials unlawful.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Counter-notices must include the following information: (a) your name, address, and telephone number; (b) the source of the content that was removed; (c) a statement under penalty of perjury that you have a good faith belief that the content was removed in error; (d) a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which DezignWall may be found, and that you will accept service of process from the person who provided the original complaint; and (e) a physical or electronic signature (for example, typing your full name).

Notices and counter-notices with respect to the Website must meet the then-current statutory requirements imposed by the DMCA (see http://www.loc.gov/copyright for details) and should be sent to the agent identified below. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.

Agent to Receive Notices of Claimed Infringement

info@DezignWall.com

Complaints

DezignWall, Inc.

2414 N Tustin Ave #L8

Santa Ana CA 92705

(949) 988-0604

 

Termination

This Agreement will terminate automatically if you fail to comply with any term or provision herein. Upon termination of this Agreement your right to use the Website shall immediately cease, and you shall destroy all copies of information that you have obtained from the Website, whether made under the terms of this Agreement or otherwise. All disclaimers and all limitations of liability and all DezignWall rights of ownership shall survive any termination.

 

Disclaimers

THE WEBSITE, INCLUDING BUT NOT LIMITED TO THE INFORMATION AND SERVICES, ARE PROVIDED "AS IS" AND "WITH ALL FAULTS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND ANY WARRANTIES THAT THE INFORMATION AND WEBSITE IS CURRENT AND/OR UP-TO-DATE ARE HEREBY EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.

THERE IS NO WARRANTY, REPRESENTATION OR GUARANTEE THAT THE WEBSITE, OR YOUR USE OF THE WEBSITE, WILL BE UNINTERRUPTED, COMPLETE, ACCURATE, CURRENT, RELIABLE, ERROR-FREE, SECURE, OR THAT ANY PROBLEMS WILL BE CORRECTED, OR THAT THE WEBSITE, OR ANY INFORMATION, SOFTWARE OR OTHER MATERIAL ACCESSIBLE FROM THE WEBSITE, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATION REGARDING THE USE OF, OR THE RESULTS OF THE USE OF THE WEBSITE EITHER IN TERMS OF ITS COMPATIBILITY WITH HARDWARE OR OTHER SOFTWARE OR EQUIPMENT, AND YOU ASSUME ALL RESPONSIBILITY AND RISK FOR YOUR USE OF THE WEBSITE AND/OR SERVICES AND INFORMATION AND YOUR RELIANCE THEREON.

 

Limitation of Liability

NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND, NEITHER DEZIGNWALL NOR ANY OF ITS LICENSORS, SPONSORS, AGENTS, SUCCESSORS, OR ASSIGNS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, OR OTHER REPRESENTATIVES, ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFITS, LOST SAVINGS, OR LOSS OF DATA) OR LIABILITIES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY MANNER TO THE WEBSITE, INFORMATION, SERVICES AND/OR ANY LINKED WEBSITE, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITIES. YOUR SOLE REMEDY WITH RESPECT TO THIS WEBSITE, THE INFORMATION, SERVICES, OR ANY LINKED WEBSITE IS TO STOP USING THE WEBSITE, SERVICE, OR LINKED WEBSITE, AS APPLICABLE. NEITHER DEZIGNWALL NOR ANY OF ITS LICENSORS, SPONSORS, AGENTS, SUCCESSORS, OR ASSIGNS, NOR OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, OR OTHER REPRESENTATIVES WILL HAVE ANY LIABILITY TO YOU FOR ANY DAMAGES, EXPENSES OR OTHER LIABILITY INCURRED BY YOU AS A RESULT OF (1) ANY INACCURACY, INCOMPLETENESS OR MISREPRESENTATION OF ANY INFORMATION, CONTENT, POSTINGS OR SUBMISSIONS PROVIDED OR POSTED ON THE WEBSITE BY THIRD PARTIES OR (2) YOUR HIRING OR ENGAGEMENT OF, ASSOCIATION WITH, OR PURCHASE OF ANY PRODUCT FROM ANY THIRD PARTY ADVERTISING OR OFFERING PRODUCTS OR SERVICES THROUGH THE WEBSITE.

 

Indemnification

You agree to fully indemnify, defend, and hold DezignWall, our licensors, suppliers, agents, successors, and assigns and our and their directors, officers, and other representatives, harmless from and against any and all claims, damages, losses, costs (including reasonable attorneys' fees), and other expenses that arise directly or indirectly out of or from: (a) your breach of this Agreement, (b) any allegation that any materials you submit to us or transmit to the Website infringe or otherwise violate the copyright, patent, trademark, trade secret, or other intellectual property or other rights of any third party; (c) your activities in connection with the Website or other websites to which the Website is linked; and/or (d) your negligence or willful misconduct.

 

Jurisdictional Issues

DezignWall makes no representation that the Website operates (or is legally permitted to operate) in all geographic areas, or that the Information, Website, or Services are appropriate or available for use in other locations. Accessing the Website from territories where the Website or any content or functionality of the Website or portion thereof is illegal is expressly prohibited. If you choose to access the Website, you agree and acknowledge that you do so on your own initiative and at your own risk, and that you are solely responsible for compliance with all applicable laws.

 

Notice for California Users

Under California Civil Code Section 1789.3, California Website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210.

 

Dispute Resolution/Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California, excluding that body of law relating to conflict of laws. The parties agree that any controversy or claim arising out of or relating to this Agreement, or the breach thereof, will be settled by binding arbitration in accordance with California Code of Civil Procedure Section 1280 et seq., and the then current rules and procedures of JAMS. The arbitration shall be a confidential proceeding and will take place in San Francisco, California and be conducted in the English language. Any resulting judgment may be entered in any court having jurisdiction thereof. The parties consent to the jurisdiction of all federal and state courts in California and Venue will lie exclusively in San Francisco, California. Nothing in this paragraph shall affect DezignWall's ability to seek injunctive or equitable relief from a court at any time.

In any arbitration or other proceeding brought to enforce or interpret this Agreement or matters relating to it, the substantially prevailing party, as determined by the arbitrator's award, will be entitled to recover reasonable attorneys' fees and other costs and expenses incurred in such arbitration or proceeding from the other party, in addition to any other relief to which such prevailing party is entitled.

 

Miscellaneous

If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption, or section title contained in this Agreement is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.

 

This Website is Operated By

DezignWall, Inc.

Effective February 1, 2015

Last modified as of July 23, 2016