Last Revised: December 11, 2016
The following are terms of a legal agreement between Design Kollective, LLC, a Utah limited liability company (“us,” “we," or “Design Kollective"), and you (the “Terms”). By accessing, reading, and/or using designkollective.com and the services, features, content, product or applications we or sellers may offer (collectively, the “Site”), you acknowledge that you have read, understood, and agree to be bound by the following terms and to comply with all applicable laws and regulations. If you do not agree to these Terms, you are prohibited from using the Site.
These Terms are void where prohibited by law, and the right to access and use the Site is revoked in any such jurisdiction. Design Kollective reserves the right to change or modify these Terms or any policy or guideline of the Site at any time and in its sole discretion. You hereby waive any right you may have to receive specific notice of changes or modifications to the Terms, except to the extent required by applicable law. Therefore, you should periodically review these Terms and all applicable Site policies as any changes or modifications will be effective immediately once they have been posted online at http://designkollective.com/terms. Your continued use of the Site following the posting of changes or modifications will confirm your acceptance of those changes or modifications or if you do not agree to the changes or modifications, you must stop using the Site.
Design Kollective offers an online venue that connects buyers with sellers of certain products. Design Kollective is not involved in transactions between a buyer and a seller in any way and is not a party to any contract between a buyer and a seller. Further, Design Kollective does not control the quality, safety, description, images or legality of any aspect of the products offered for sale by sellers on the Site, and Design Kollective does not control any aspect of a seller’s decision to sell products or a buyer’s decision to buy or pay for products. Design Kollective does not verify the truth or accuracy of the listings on the Site.
You must complete the registration process by providing the complete and accurate information requested on the registration form. You will also be asked to provide a user name and email address (a “User ID”) and password, along with payment details for products purchased through the Site.
You are entirely responsible for all use of your User ID and password and for maintaining the confidentiality of your User ID and password. You may not use the account, User ID, or password of someone else at any time, and you may not permit others to use your account, User ID or password. You agree to notify Design Kollective immediately of any unauthorized use of your account, User ID, or password. Design Kollective shall not be liable for any loss that you incur as a result of someone else using your account, User ID or password, either with or without your knowledge. You will be held liable for any losses, damages and/or liabilities of any kind incurred by Design Kollective, its affiliates, officers, directors, employees, consultants, agents, representatives, and business partners due to someone else’s use of your account, User ID, or password.
By using the Site, you also represent that you are at least 13 years old. Design Kollective does not knowingly collect personally identifiable information from users under the age of 13. Such users are expressly prohibited from using the Site and/or submitting their personally identifiable information to us and any information submitted by such users will not knowingly be used, posted, or retained by us. YOU MAY NOT USE OR REGISTER FOR THE SITE IF YOU ARE UNDER THE AGE OF 13.
CONSENT TO CHARGES/DEBITS
Payments for products may be made by credit or debit cards, and you hereby authorize Design Kollective or its designee to process and/or transact such payments on your behalf and remit payment to the applicable seller, net of any payments and/or fees to Design Kollective. Unless you have a good faith reason to believe that your credit or debit card registered to your account is lost or stolen, you agree not to report such credit or debit card as lost or stolen. You also agree not to dispute any authorized charge by Design Kollective or its designee. You agree and acknowledge that, in addition to any liability you may face under applicable laws, it will be a breach of these Terms, for which Design Kollective may terminate your account and your ability to use the Site, if you fraudulently report your credit or debit card registered to your account as lost or stolen, or if you fraudulently report that an authorized charge by Design Kollective or its designee is unauthorized. Further, to the extent Design Kollective suffers any damages as a result of such fraud or other wrongful actions by you, you will be liable to Design Kollective, and Design Kollective reserves the right to pursue any and all legal remedies available to it.
TERMINATION OF ACCOUNTS
Design Kollective may terminate your account and use of the Site for any violation of these Terms or for any activities prohibited by these Terms, which termination will be effective immediately upon Design Kollective’s notice of termination to you, at which point you will no longer be permitted to use or access the Site.
LICENSE TO USE THE SITE AND CONTENT
Design Kollective may make certain data, information, content, software, web services, and other materials or property available to you from the Site. You will not use, appropriate, or download any such material or property from the Site, including without limitation, any and all files and images contained in or on the Site, or otherwise generated by any software, data or product descriptions, or any other works of authorship embodied in such materials (collectively, “Licensed Materials”). Design Kollective does not transfer either the title or the intellectual property rights to any Licensed Materials, and Design Kollective retains full and complete title to the Licensed Materials as well as all intellectual property rights therein. You may not copy, publicly display, rent, sell, redistribute, or reproduce the Licensed Materials, nor may you decompile, reverse engineer, disassemble, or otherwise convert any software included therein to a human-perceivable form or in any other manner whatsoever. In no event will you offer any Design Kollective service as a part of a service bureau, time-sharing, or other similar arrangement. All trademarks and logos are owned by Design Kollective or its licensors, and you may not copy or use them in any manner except as may be incidental to the proper exercise of your rights under these Terms.
You acknowledge that the Site and the Licensed Materials constitute valuable and proprietary property of Design Kollective. If you want to use Licensed Materials or any aspect of the Site in any manner not expressly permitted by these Terms, you must obtain Design Kollective’s prior written consent to any such use, which consent may be withheld by Design Kollective in its sole discretion, and which consent, if granted, may be conditioned on your payment of a fee for the desired rights.
All data and information you obtain or otherwise learn from the Site are proprietary to Design Kollective and may not be reproduced, distributed, displayed, or transmitted (except as may occur in connection with your permitted use of the Site) in whole or in part in any manner without the written prior consent of Design Kollective.
PURPOSE AND USE OF THE SITE
The Site is provided to you solely for your personal use. The Site is not to be used in direct or indirect violation of any local, state, federal, or international laws, rules, or regulations. You understand and agree that Design Kollective cannot provide you with any legal advice or assurances regarding your use of the Site, and it is your sole responsibility to ensure that at all times you comply with the laws that govern you and you also represent and warrant that you have the complete legal right to use the Site. Use of the Site is at your sole option, discretion, and risk.
USER’S OBLIGATION TO ABIDE BY APPLICABLE LAW
In connection with the use of the Site, you shall abide by all applicable federal, state, or local laws, including without limitation those pertaining to such areas as libel, slander, defamation, trade libel, product disparagement, harassment, invasion of privacy, tort, obscenity, indecency, and copyright or trademark infringement ("Applicable Law"). The information available on the Site may include intellectual property that is protected under the copyright, trademark, and other intellectual property laws of the United States and/or other countries ("Intellectual Property Laws"). Such Intellectual Property Laws generally prohibit the unauthorized reproduction, distribution, or exhibition of text, photographic, and graphic (art and electronic) images, music, sound samplings, and other protected materials. The violation of applicable Intellectual Property Laws or other Applicable Laws may give rise to civil and/or criminal penalties, and you agree to indemnify, defend and hold Design Kollective and its affiliates, officers, directors, employees, consultants, agents, representatives, and business partners harmless from any liability resulting from your breach of any Intellectual Property Laws or other Applicable Laws.
HYPERLINKING AND THIRD-PARTY WEBSITES
Design Kollective makes no representations whatsoever about any other website or online store which may be accessed through the Site. When you access a non-Design Kollective website or an online store from the Site, you acknowledge and agree that Design Kollective does not control the content on that website or online store. In addition, a link or referral to a website does not mean that Design Kollective endorses or accepts any responsibility for the content or the use of such website. Design Kollective disclaims any and all liability and responsibility for such content. It is up to you to take precautions to ensure that any other website that you visit is free of viruses, worms, trojan horses, and other items of a destructive or malware nature.
NO SERVICES, ENDORSEMENT, OR PROFESSIONAL CONSULTATION
There may be delays, omissions, or inaccuracies in information obtained through your use of the Site. The information on the Site is provided to you with the understanding that provision of this information to you does not constitute the rendering of consulting, legal, accounting, tax, career, or other advice or services. Information on the Site should not be relied upon for making business, investment, or other decisions or used as a substitute for consultation with professional advisors. Moreover, Design Kollective does not represent or endorse the accuracy or reliability of any advice, opinion, statement, or other information displayed, uploaded, downloaded, or distributed through the Site. You acknowledge that any reliance upon such opinion, advice, statement, memorandum, or information shall be at your sole option, liability and risk. Moreover, Design Kollective does not grant any license or other authorization to you to use the Site in any manner if such use in whole or in part suggests that Design Kollective promotes or endorses a third party's causes, ideas, political campaigns, political views, web sites, products or services.
SUBMISSION OF IDEAS, COMMENTS, AND SUGGESTIONS
We welcome your comments and feedback about the Site and the products sold on the Site. In addition, in some places, the Site may enable users to post comments and product reviews which may be viewed by other users. Any comments, reviews, testimonials, feedback, notes, messages, materials, ideas, suggestions or other communications (collectively, "Comments") posted to the Site or sent to us, whether through the Site, email, facsimile, U.S. mail or by other means, shall be and remain the exclusive property of Design Kollective. Your submission of any such Comments shall constitute an irrevocable assignment to Design Kollective of any and all worldwide rights, titles and interests in all copyrights and other intellectual property rights in the Comments. As such, Design Kollective (and its licensees, distributors, agents, representatives and other authorized users) will be entitled to use, reproduce, disclose, publish and distribute any Comments you submit for any purpose whatsoever, without restriction and without compensating you in any way. For this reason, we ask that you not send us any Comments which you do not intend to assign to us, including any confidential materials such as product ideas, concepts, data, technical information, suggestions, photographs, artwork, stories, videos, audiovisual works, sound recordings, program formats, characterizations and/or other similar materials ("Unsolicited Submissions").
Design Kollective will have the right, but not the obligation, to monitor the content within the Comments at any time, for any reason, including to determine compliance with these Terms and any operating rules established by Design Kollective, as well as to satisfy any applicable law, regulation or authorized government request. Without limiting the foregoing, Design Kollective will also have the right, but not the obligation, to remove any Comments (or components thereof) that Design Kollective, in its sole discretion, finds to be in violation of these Terms or otherwise objectionable. Any opinions, advice, ratings, discussions, comments, or other messages or postings of any kind made by you or any other end user in the Comments are those of the respective author(s) or distributor(s) and not of Design Kollective.
If, despite our request, you intentionally or unintentionally send us Unsolicited Submissions, we (and our licensees, distributors, agents, representatives and other authorized users) shall be entitled to unrestricted use of such Unsolicited Submissions for any purpose whatsoever, commercial or otherwise, without the requirement of any permission from or payment to you or to any other person or entity. If there exists any doubt or ambiguity about whether any material constitutes an Unsolicited Submission, such material shall be conclusively deemed to be an Unsolicited Submission. No Unsolicited Submission shall be subject to any obligation of confidentiality on our part and we shall not be liable for any use or disclosure of any Unsolicited Submission. Without limiting the foregoing, you hereby grant Design Kollective (and its licensees, distributors, agents, representatives and other authorized users), without the requirement of any permission from or payment to you or to any other person or entity, a perpetual, non-exclusive, irrevocable, fully-paid, royalty-free, sublicensable and transferable worldwide license to use, re-use, reproduce, transmit, print, publish, display, exhibit, distribute, re-distribute, copy, host, store, cache, archive, index, categorize, comment on, broadcast, stream, edit, alter, modify, adapt, translate, create derivative works based upon and publicly perform such Unsolicited Submissions, in whole or in part, in all media formats and channels now known or hereafter devised for any and all purposes including, without limitation, news, advertising, promotional, marketing, publicity, trade or commercial purposes, all without further notice to you and with or without attribution (the "Submissions License"). You agree to the foregoing grant of rights, consents, agreements and assignments whether or not your Unsolicited Submissions are used by us.
You hereby appoint us as your agent with full power to enter into and execute any document and/or do any act we may consider appropriate to confirm the grant of rights, consents, agreements, assignments and waivers set forth in these Terms.
You agree that any Unsolicited Submissions you make are not being made in confidence or trust and that no confidential or fiduciary relationship is intended or created between you and us in any way. To the extent any "moral rights," "ancillary rights," or similar rights in or to the Unsolicited Submissions exist and are not exclusively owned by us, you agree not to enforce any such rights as to us or our licensees, distributors, agents, representatives and any other users authorized by us, and you shall procure the same agreement not to enforce from any others who may possess such rights.
The terms of the Submissions License shall govern our right to use all Unsolicited Submissions. Without limiting the scope of the Submissions License or any future grant of rights, licenses, consents, agreements, assignments and waivers you may make with respect to Unsolicited Submissions, you hereby ratify any prior grant of rights, licenses, consents, agreements, assignments and waivers made by you with respect to Unsolicited Submissions submitted by you to us.
NOTICE OF COPYRIGHT INFRINGEMENT
We respect and honor the intellectual property of others. If you believe that your work has been copied and is accessible on the Site in a way that constitutes copyright infringement, please provide our copyright agent with the following information:
- Identification of the copyrighted work claimed to have been infringed;
- Identification of the allegedly infringing material on the Site that is requested to be removed;
- Your name, address, and daytime telephone number, and an email address if available, so that we may contact you if necessary;
- A statement that you have a good faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law;
- A statement that the information in the notification is accurate and, under penalty of perjury, that the signatory is authorized to act on behalf of the owner of an exclusive copyright right that is allegedly infringed;
- An electronic or physical signature of the copyright owner or someone authorized on the owner's behalf to assert infringement of copyright and to submit the statement.
- Our copyright agent for notice of claims of copyright infringement on the Site can be reached as follows: [email protected]
ACCESS TO THE SITE
Design Kollective may alter, suspend, or discontinue the Site and your access to use the Site at any time for any reason without notice or liability to you or any third party. The Site may become unavailable due to maintenance or malfunction of computer equipment or for other reasons and may result in damages to the user's systems or operations. The user shall be solely responsible for ensuring that any information or content obtained from the Site does not contain any virus or other computer software code or subroutine designed to disable, erase, impair, or otherwise damage the user's systems, software, or data.
RISK OF LOSS
All products purchased from the Site are transported and delivered to you by an independent carrier not affiliated with, or controlled by, Design Kollective. Design Kollective does not hold title to any products listed on the Site, and any title to products purchased on the Site, as well as the risk of loss for such products, passes to you when the seller delivers these items to the carrier. Design Kollective is not responsible for any products you purchase on the Site in any way, including without limitation, any shipping or freight issues related to the transportation of such products to you.
Design Kollective requests that sellers be accurate in describing the products for sale on the Site. However, we do not warrant that product descriptions, images or other content on the Site are complete, reliable, current, or error-free. We and our sellers may have made every effort to display as accurately as possible the colors of the products that appear on the Site. However, as the actual colors you see depend on your computer monitor and other factors beyond our or our sellers’ control, we cannot guarantee that your computer's display of any color on the Site will be accurate.
DISCLAIMER OF WARRANTIES
THE SITE AND ALL INFORMATION, MATERIALS AND/OR CONTENT THEREON ARE DISTRIBUTED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, DESIGN KOLLECTIVE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, DESIGN KOLLECTIVE DOES NOT WARRANT THAT: (1) THE INFORMATION, MATERIALS AND/OR CONTENT ON THE SITE IS CORRECT, ACCURATE, OR RELIABLE; (2) THE FUNCTIONS CONTAINED ON THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE; OR (3) DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU HEREBY ACKNOWLEDGE THAT USE OF THE SITE IS AT YOUR SOLE RISK.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL DESIGN KOLLECTIVE OR ANY OF ITS PREDECESSORS, SUCCESSORS, PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, INVESTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, ATTORNEYS, AND THEIR RESPECTIVE HEIRS, SUCCESSORS, AND ASSIGNS BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT DIRECTLY OR INDIRECTLY RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE INFORMATION CONTAINED ON THE SITE OR OBTAINED FROM YOUR USE OF THE SITE OR PURCHASE OF ANY PRODUCTS ON THE SITE, INCLUDING FOR VIRUSES ALLEGED TO HAVE BEEN OBTAINED FROM THE SITE, EVEN IF DESIGN KOLLECTIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMIATIONS ON LIABILITY, IN WHICH CASE, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO ALL USERS.
You hereby indemnify, defend, and hold harmless Design Kollective and all of its predecessors, successors, parents, subsidiaries, affiliates, officers, directors, shareholders, investors, employees, agents, representatives, and attorneys and their respective heirs, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all liability, damages, causes of action and costs, including, without limitation, reasonable attorneys' fees, incurred by the Indemnified Parties in connection with any claim arising out of or relating to your use of the Site, any purchases you make on the Site and/or any breach by you of these Terms or the representations, warranties, and covenants of yours herein. You shall cooperate as fully as reasonably required in the defense of any such claim.
VIOLATIONS OF THE TERMS OR OTHER RULES AND POLICIES
Design Kollective reserves the right to terminate your use of the Site immediately, with or without notice to you, and without liability to you, if Design Kollective believes that you have violated any of these Terms, furnished Design Kollective with false or misleading information, or interfered with use of the Site by others. To ensure that Design Kollective provides a high-quality experience for you and for other users of the Site, you agree that Design Kollective or its representatives may access your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third-party rights, violations of these Terms, or other unauthorized uses of the Site.
ENFORCEMENT OF TERMS AND CONDITIONS
These Terms are governed and interpreted pursuant to the laws of the State of California, United States of America, notwithstanding any principles of conflicts of law. You expressly agree that exclusive jurisdiction resides in the courts of the State of California. You further agree and expressly consent to the exercise of personal jurisdiction in the State of California in connection with any dispute or claim involving Design Kollective. If any part of these Terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions. No waiver of any breach of any provision of these Terms shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof. Any waiver of any provision of these Terms will be effective only if in writing and signed by an authorized representative of the waiving party.
Any controversy or claim arising out of or relating to these Terms shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Orange County, California, and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or Design Kollective may seek any interim or preliminary relief from a court of competent jurisdiction in Orange County, California, necessary to protect the rights or property of you or Design Kollective pending the completion of arbitration.
You acknowledge that the rights and obligations under these Terms are of a unique and irreplaceable nature, the loss of which shall cause irreparable harm and which cannot be replaced by monetary damages alone. Accordingly, Design Kollective shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety or proof of damages) in the event of any breach or any anticipated breach. Furthermore, you hereby irrevocably waive all rights to seek injunctive or other equitable relief against Design Kollective and/or the Site in any way.
All contents of Site are: Copyright © Design Kollective, LLC. All rights reserved.
These Terms constitute the entire agreement between Design Kollective and you with respect to the subject matter herein and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding that subject matter.