This Agreement is a legal document that governs the relationship between us and you. In case of breach of this Agreement, we reserve the right to take any action against you in accordance with the relevant applicable law.
You acknowledge and agree that for the purposes of Section 4 and Appendix 1 of this Agreement, the Service Provider and Service Buyer are each third-party beneficiaries of this Agreement, and that, upon acceptance of this Agreement, the Service Provider and Service Buyer will have the right (and will be deemed to have accepted the right) to enforce this Agreement against each other, each as beneficiaries hereof.
1. Defined Terms
“Designs” includes files, text, drawings, design files, images, works and other digital content;
“Project” means a project submitted by a Service Buyer as a request for proposals through“Public”, “Private” or “Invitation Only” features, for Service Providers to review and bid on, including such criteria, description and specifications that the Service Buyer may choose to submit to the Website, and the term “Project” includes all Designs submitted, input or uploaded by the Service Buyer or a Service Provider in response to the Project proposal;
“Service Buyer” means a user of the Website who submits a Project for the purpose of engaging SLDD to provide CAD design, drafting, or illustration services or similar services that might be applicable to the Website functionality from time to time.
This Website is intended to be used by individuals or entities that are eligible to enter into a valid contract under the applicable law. Minors are, therefore, not allowed to become registered members of this Website. Applicants who lack capacity to enter into a valid contract are also expressly prohibited from joining this Website. We reserve the right to accept or reject your application to use the Website.
This Website provides a platform for Service Buyers and SLDD to interact with, finalize, and pay for Projects. You agree to payment for use of the Website and Services as set forth in Section 8 of this aggreement.
4. Rights as Between SLDD and Service Buyers
The Service Buyers send SLDD their requirements in a Project, and we complete the project according to the Service Buyer's specifications upon signed quotation.
For all intellectual property rights as between a Service Buyer and a SLDD, you agree as follows:
a) Any Designs submitted by a Service Buyer will be owned by the Service Buyer or its licensors. SLDD claims no rights in such Designs;
b) Other than the foregoing, the terms of Appendix 1 shall govern the intellectual property rights and confidentiality terms as between the Service Buyer and SLDD;
c) You agree that any agreement between the Service Providers and SLDD in relation to a Project has to be consistent with the terms of this Agreement.
You are given a worldwide, limited, non-exclusive, non-transferable, and non-assignable license to use this Website under the terms in this Agreement. You expressly agree not to: sublicense, redistribute or otherwise commercially exploit the content, services, screenshots or features available on or through this Website; hack, decrypt, or otherwise reverse engineer the Website; frame or incorporate any portion of the Website into any products which will be sold, licensed or transferred to a third party; or use the Website in connection with a computer based service business for others.
6. Representation & Warranty of Users
By submitting Designs or any other data or content to or through this Website, you hereby represent and warrant that such content is original and/or you have all necessary rights to do so, and you grant us a worldwide, irrevocable, royalty-free license to use, publish, copy, modify and display such submitted Designs or content, for the purposes set forth in this Agreement.
7. General Terms Applicable for All Users
You acknowledge and agree, as a Service Buyer that:
a) The relationship between you and us is that of independent contractors. Nothing contained in this Agreement creates a partnership, joint venture, agency or employment relationship among the users or between you and us.
b) Some of the content on this Website is our property and as such you are prohibited from copying, modifying, or interfering with such content in any manner whatsoever unless expressly permitted to do so by one of our authorized personnel.
c) Service Buyers may own intellectual property rights in content that is submitted, uploaded or input to this Website. You are prohibited from infringing on the intellectual property rights of anyone on this Website.
d) You shall be solely responsible for the content submitted by you on or through this Website and any consents or permissions that may be required in submitting such content.
e) You shall not use the Website in violation of any law or regulation, or for any purpose other than as expressly permitted in this Agreement.
f) You are expressly prohibited from indulging in spamming techniques in any manner whatsoever.
g) You are expressly prohibited from spreading canards and technological nuisances, like viruses, Trojans, worms, malware, spyware, and other malicious programs intended to damage, destroy, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or personal information on other computer systems.
h) You are expressly prohibited from resorting to personal attacks, negative or unfair criticism, or other forms of discourteous and unprofessional online conduct or practices.
i) You are expressly prohibited from indulging in any kind of illegal act including, but not limited to, pornography in general, child pornography, violence, racially motivated behavior, defamation, profanity, etc. We reserve the right to remove such content from this Website at any time without notice, in addition to taking any other appropriate action, legal or otherwise, against the infringer.
j) You are expressly prohibited from impersonating other or taking on a false identity on this Website in any manner whatsoever.
8. Payment & Project Terms
You acknowledge and agree, as a Service Buyer that:
a) All payment transactions between Service Buyers and SLDD shall be made in United States Dollars. We reserve the right to deny services if the source of the funds is suspected, or proved, to be fraudulent. Any funds so received out of a fraudulent transaction will be reported to the appropiate authorities immediately.
b) Upon submitting Projects for quotation, you shall recieve an official quote from SLDD via email. If you, as the Service Buyer, shoose to accept the quote, and its terms; you are to sign it and submit it back to SLDD. Upon signed quotation, SLDD will begin on your project in a timely fasion as time and projects permit or as per the agreement as set forth by the quote.
c) After completing the Project, SLDD will notify you that the Project has been complete. You shall receive an invoice via PayPal®, mail, or email (to whichever method the Service Buyer agrees upon). Once payment of the invoice has been received, all files, documents, etc shall be released to the Service Buyer.
SLDD is not responsible for the files after releasing them to the Service Buyer. Release of Project will not be completed until payment has been cleared.
d) Payments through Paypal®, cash, check will be accepted. Only after payment has cleared will Projects be released to the Service Buyer.
d) If you are found to violate or breach any of the provisions of this Agreement, we have the right to set-off any damages, expenses or other amounts due and owing to us arising from your violation or breach. In the event of chargebacks on funds paid to SLDD, we charge $25.00 as chargeback charge in order to cover the cost of processing such chargebacks. You shall be responsible and liable to pay any taxes or levies, if applicable on account of services provided through this Website.
9. General Disclaimers
We merely provide a platform for the Service Buyers and us to interact and engage in business activities.
This Website is dynamic and updates in real-time. You shall be solely responsible for adhering to any applicable local, national or international law. Ignorance of applicable law is no excuse for you to escape liability. We disclaim any liability arising out of ignorance of law on your part. We disclaim any liability for enforcing any of your rights. The Website is provided “AS IS” without warranties, conditions or representations of any kind, and we expressly disclaim, to the fullest extent permitted by applicable law, any warranty or condition, express or implied, statutory or otherwise, whether arising from trade or course of dealing, including, without limitation, any warranty that the Website (i) shall correspond with a particular description, (ii) is of merchantable quality, (iii) is fit for your particular purposes, (iv) is durable for a reasonable period of time, (v) does not and will not infringe any patent, trade-mark, trade-secret or other intellectual property or other proprietary rights of any third party, (vi) is bug or error free, or (vii) is accessible through all devices or browsers. You acknowledge that entry, conversion and storage of data is subject to human and machine error and that we shall not be liable to you or any third party for any loss, corruption or errors in data, including detrimental reliance on manipulated, corrupted or erroneous data.
You agree to indemnify and hold us, and our subsidiaries, affiliates, directors, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorney fees, made by any third party due to or arising out of: (i) the content you submit, post, transmit or make available through the Website, (ii) your use of the Website, (iii) your violation of this Agreement, (iii) your violation of any rights of any other person, or (iv) any other loss suffered by us on account of your direct or indirect conduct.
11. Limitation of Liability
EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED, IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY USER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE WEBSITE OR SERVICES HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU OR ANY USERS FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL, AT ALL TIMES, BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US FOR THE SERVICES DURING THE TERM OF MEMBERSHIP.
12. Copyright Claims
Without limiting the foregoing, if you believe that your rights are being infringed on the Website in a way that constitutes copyright infringement, please feel free to contact us. We will require following information, consistent with applicable law, including (if applicable) the Digital Millennium Copyright Act (DMCA), to redress the complaint effectively and timely manner.
a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
b) a description of the copyrighted work that you claim has been infringed;
c) a description where the material that you claim is infringing is located on the Website;
d) your address, telephone number, and email address;
e) A written statement to the effect that you are acting on good faith belief that the disputed use of the work is not authorized by the copyright owner, its agent, or the law;
f) A statement to the effect made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.
Our failure to enforce any right or to act against any breach of any term of this Agreement shall not be construed as waiver of that right nor waives our right to act with respect to subsequent or similar breaches.
This Website may contain links to the third-party websites or the websites of our affiliates or partners. We do not control or manage the content on these linked websites. Therefore, we shall not be liable for any transaction or dealing by the users with any of the linked third party website.
If any provision contained herein is held to be invalid or unenforceable by a competent legal authority, such provision shall be struck off and the remaining provisions shall remain enforceable.
All the disputes arising out of or related to this Agreement, or your relationship with or use of the Website shall be subject to the laws of the the state of North Carolina, USA, without regard to its conflict of laws rules, and you hereby submit to the exclusive jurisdiction of the courts in the City of Mount Airy, NC for the resolution of any disputes hereunder.
Changes to this Agreement may be made from time to time by us including in the event of any release of supplements, updates, upgrades or replacement software, and the modified form of the Agreement will take effect 15 days after posting on the Website or after notice to you. Your continued use of the Website after posting or notice of the modified form of Agreement will be deemed acceptance thereof.
This Agreement may be executed or accepted in electronic form.
INTELLECTUAL PROPERTY ASSIGNMENT & CONFIDENTIALITY
Assignment of Intellectual Property. The Service Buyer has engaged SLDD to provide certain design and consulting services in connection with a certain Project and certain Design(s) submitted by the Service Buyer. The “Intellectual Property” means the contents of the Project on the Website and any and all intellectual property owned by the Service Buyer as at the date of submission of the Project to the Website.
In consideration for paying the SLDD its fees, SLDD hereby assigns to the Service Buyer exclusively throughout the world all right, title and interest that SLDD may have in any and all Designs submitted by SLDD relating to the Project and the design and consulting services for the Service Buyer, and all copyrights, patent rights, trade secret rights, trade-mark rights, and other intellectual property rights related to such Design(s) submitted by SLDD, whether authored, designed, developed or invented before or after the date of this Agreement. SLDD also represents and warrants that such content is original and/or the we has all necessary rights to enter into this Appendix. SLDD makes no representations or warranties regarding the Design(s) and the terms of Sections 9 (General Disclaimers), 10 (Indemnity) and 11 (Limitation of Liability) apply to this Appendix in favor of SLDD.
When the Service Buyer accepts and pays for Design(s), in consideration of the foregoing covenants, representations and warranties, the Service Buyer hereby releases SLDD from any claims whatsoever relating to such Design(s) and hereby releases SLDDfrom any claims relating to such Design(s), other than for a breach of a covenant, representation, warranty expressly made by SLDD hereunder.
Further Assurances. SLDD agrees to assist the Service Buyer in every proper way to evidence, record and perfect the foregoing assignment and to apply for and obtain recordation of and from time to time secure, enforce, maintain and defend the assigned rights, at Service Buyer’s expense.
Definition of Information. In connection with the engagement of SLDD, the Service Buyer has provided and has agreed to provide the SLDD with certain confidential information about the Project (the "Information") and in consideration for the disclosure of the Information, the SLDD agrees to the terms set forth below.
Purposes. The purpose of disclosing the Information is to enable to perform the design and consulting services for or on behalf of the Service Buyer, in connection with the Intellectual Property.
Restrictions. The Service Provider understands that the Information is owned by the Service Buyer or its licensors, and is confidential to the Service Buyer or its licensors, and shall not be used or disclosed, except in accordance with the terms of this Appendix. To assure protection of the Information, Service Provider will:
maintain the Information in strict confidence;
not copy or use the Information or any part thereof in any way, except as required for the purposes set out in Section 4;
not disclose the Information or any part thereof directly or indirectly to any other party without in each instance having first obtained the prior express written consent of the Service Buyer;
not alter, modify, disassemble, reverse engineer, or decompile the Information or any part thereof in any way except as required for the purposes set out in Section 4;
protect the Information against unauthorized disclosure.
Exceptions. The obligations of confidentiality, non-use and non-disclosure accepted by SLDD in this Appendix will not apply to information which is known by SLDD prior to providing any design, fabricating and consulting services for or on behalf of the Service Buyer, as demonstrable by the SLDD's business records.
Term. This Appendix shall commence with effect as of the date of first disclosure of any of the Information by the Service Buyer to SLDD, and shall remain in force for a period of 20 years from the effective date of this Appendix. This Appendix may be terminated by mutual written agreement between the parties. This Appendix shall survive the termination or expiry of any other agreement or contract between the parties.
Governing Law. This Appendix will be governed by the laws of the state of North Carolina, USA, without regard to its conflict of laws rules.
[Version: August 6, 2015]