SocialDesigner.com Terms of Use
Felissimo Universal Corporation of America owns, operates, and maintains the website located at www.socialdesigner.com (the “Website”). As and for consideration of your use of the Website, you must agree and comply with the Terms of Use set forth herein.
Membership Agreement
These Terms of Use set forth conditions of your use of socialdesigner.com, and constitute a binding contract between you and Felissimo Universal Corporation of America (hereinafter referred to as “Social Designer”, “us”, “we”, or “our” as applicable). We may update or modify these Terms of Use from time to time without any prior notice to you, so please check these Terms of Use for changes.
By using this Website, you acknowledge that you have read, understand and agree to the Terms of Use in effect at the time of your use. If you agree to these Terms of Use, we will grant you a limited, revocable license to use the Website as provided in these Terms of Use, and by the particular rules corresponding to each section or feature of the Website.
One condition for using the Website is that you will not violate any one else’s designs or copyrights, and will copy, display, or use their designs and copyrights only as expressly provided for in these Terms of Use or elsewhere at the Website.
By using and accessing the Website, you acknowledge and represent that you are at least 18 years of age, and agree to the Terms of Use.
Registration and Use
Portions of the Website are available for viewing by the general public. In order to participate in design competitions, review designs, upload your own User-Posted Content, comment, participate in the selection of designs, vote, or otherwise actively participate in other features of the Website, you must register to be an account member, otherwise known as a “Registered User” at socialdesigner.com.
In the event you post, provide, display, submit, upload or otherwise transmit any materials, including images, graphics, designs, text, audio, music, sound clips, video, video clips, source and object code, information, and similar materials at socialdesigner.com (these materials, posted by you and by other users will be referred to as the “User-Posted Content”), you agree and acknowledge that Social Designer has an unlimited, irrevocable, and fully transferable and sublicenseable, royalty-free license granted by you, to copy, display, modify, create derivative works of, transmit, perform or otherwise use such content anywhere in the world, and in any medium now known or hereinafter discovered, for the purposes of operating, maintaining or promoting the Website.
In order to open a Registered User account, you will have to fill out a registration form and provide certain information; Social Designer is providing you with access to the Website as a Registered User in reliance on the information you provide, which you represent to be complete, true, and accurate. In the event any information you provide to us should change, you agree to update the information immediately. We will not be liable for any damage to you or to others arising out of your failure to provide us with complete, accurate and current information. In the event that any of the information provided to us is inaccurate, incomplete, or not current, you agree that we may, in our sole discretion, block your use or access of the Website.
You may not use anyone else’s Registered User account, nor may you permit anyone else to use your account. Even if someone else utilizes your account, you agree to be responsible and liable, jointly and severally, for any and all activity that takes place in connection with that account. In the event you discover or become aware that someone has accessed or used your Registered User account, or has otherwise compromised or breached the security of your account or the Website, you will notify us immediately.
Materials and Content on the Website
All content at Socialdesigner.com, including but not limited to, images, graphics, designs, text, audio, music, sound clips, video, video clips, source and object code, information, and similar materials, as well as their selection, display, and arrangement (collectively or individually referred to as the “Website Content”) is the property of Social Designer, or, in the case of User-Posted Content, or as otherwise applicable, is the property of Social Designer’s users or licensees. You agree that you will not download, copy, distribute, transmit or modify any Website Content or User-Posted Content anywhere, in any form of media, now known or hereafter discovered, without Social Designer’s express written consent.
Please note that publicly accessible internet search engines and third party sites may collect or display information and data about you and any Website Content or User-Posted Content; you agree that you will not hold Social Designer liable for any other user’s or third party’s access, commentary, critique, slander, libel, defamation, reproduction, modification, copying or other unauthorized use or transmittal by any third party of Website Content or your User-Posted Content. Third parties may also be permitted to submit, post, transmit or otherwise make available information, data, text, photographs, sound, graphics, video, messages, reviews or content at or about the Website (“Third Party Content”). Because we either do not review and/or have no control over such sites and persons, you acknowledge and agree that we are not responsible or liable for any User-Posted or Third Party Content. You agree that you will only hold the creators or owners of the Third Party Content liable for any damages or claims you may have in connection with that Third Party Content. You acknowledge and agree that your User-Posted Content and other information may not be confidential at the Website.
You may not use, transmit, post, upload or reproduce Website Content to any other site on the Internet, or for any other purpose.
You Are Responsible for Your Own User-Posted Content
You represent to Social Designer that any User-Posted content you submit, upload or post to the Website does not infringe upon any trademark, trade dress, copyright, patent, trade secret, privacy, publicity or any other legal right of any third party anywhere in the world. You agree to defend, indemnify, save and hold Social Designer and its employees, representatives, agents, licensees, affiliates, officers, directors, managers and shareholders harmless from any and all Claims (defined as “claims, actions, demands, liabilities, damages, losses, costs or expenses, including reasonable attorneys’ fees) arising directly or indirectly from any act or omission on your part (or on the part of your agent, employee, licensee, affiliates, contractor, or other person acting on your behalf) in connection with socialdesigner.com, any User-Posted Content, or Website Content posted or submitted to socialdesigner.com. If you are obligated to provide the above defenses and indemnifications in any matter, Social Designer may, in its sole and absolute discretion, control the disposition or settlement of any such Claim at your cost and expense. Without limitation of the foregoing, you will not settle, compromise, negotiate or otherwise dispose of any Claim without the written consent of Social Designer.
Site Rules of Conduct
You agree that you will not:
1. Upload, post or otherwise transmit any User-Posted Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy or publicity, hateful, or racially, ethnically or otherwise objectionable;
2. Use the Website in any way to harm, solicit, or threaten minors;
3. Use any User-Posted Content, Website Content, information obtained at the Website, or any Website systems to "spam," "blast-fax," market, or promote the sale of any goods or services in any way, including, using any materials or information obtained via the Website to send recorded telephone messages to market or sell anything;
4. Interfere with the operation, or compromise the security of the Website through the use of viruses, Trojans, key-stroke trackers, software programs or technology designed to bypass security, copy or crack passwords, obtain information from the Website and its servers, or otherwise disrupt or damage software or hardware;
5. Use a robot, spider or other process, software, system or device to procure, mine, or extract any data from the Website, including, but not limited to user information, email addresses, and Website activity;
6. Transmit or post Website Content or User-Posted Content that violates the Terms of Use;
7. Transmit, store, copy or modify any material in violation of Federal, State or local statute or regulation, including, but not limited to that material that is obscene, pornographic, profane, or materials that are protected by trade secret, copyright or patent;
8. Use the Website for unauthorized commercial or political use, which is to say any commercial use that is not expressly provided for and authorized by Social Designer.
We Have The Right to Protect the Website From Inappropriate Material
You agree and acknowledge that Social Designer shall have, in its sole and absolute discretion, the right but not the obligation to remove and delete any and all User-Posted Content or Website Content that it feels is inappropriate, illegal, offensive, or harmful in any respect, and we may ban or block any user from using the Website who we feel violates its policies or these Terms of Use. Failure to exercise any or all of Social Designer’s rights in policing any Website Content or User-Content shall not be construed as an endorsement of such content, and does not grant any implied license to use any Website Content, User-Posted Content or intellectual property, and shall not waive or estop future enforcement of such rights.
The Services and Website at Social Designer.com is Provided “As Is”
You agree and acknowledge that Social Designer cannot and does not guarantee or warrant that the Website Content, User-Posted Content or any files or links available or accessible at or through the Website will be free of viruses, worms, Trojan horses or other code that may contaminate, track, damage, or compromise your hardware or software. You are solely responsible for the security of any User Posted Content or Website Content you access, transmit or download, and for backing up and securing any data that you may have, or which may be lost. You agree that Social Designer does not assume any responsibility or risk for your access of Website Content, User-Posted Content, or your use of the Internet, and that you must independently verify the accuracy and integrity of any Website Content or User-Posted Content. Website Content may not be up to date, and you agree that you will not rely on the veracity, timeliness, security or integrity of any information, data or materials available at the Website.
YOUR USE OF THIS SITE IS AT YOUR OWN RISK. THE CONTENT IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. SOCIAL DESIGNER DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. SOCIAL DESIGNER DOES NOT WARRANT THAT THE SITE WILL FUNCTION UNINTERRUPTED OR ERROR-FREE, , OR THAT THIS WEBSITE OR THE SERVERS USED IN CONNECTION WITH IT ARE FREE OF VIRUSES OR OTHER HARMFUL MECHANISMS OR PROGRAMS. SOCIAL DESIGNER FURTHER DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING DIRECT OR INDIRECT USE OF MATERIALS ON THE SITE, OR ITS ACCURACY OR RELIABILITY. WEBSITE CONTENT OR USER-POSTED CONTENT MAY INCLUDE TECHNICAL INACCURACIES OTHER ERRORS, AND WE MAY MAKE CHANGES OR UPDATES AT ANY TIME. YOU, AND NOT SOCIAL DESIGNER, ASSUME THE ENTIRE COST AND EXPENSE OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION OF DATA, HARDWARE OR MATERIALS IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM USE OF THIS WEBSITE, USER-POSTED CONTENT OR OTHER WEBSITE CONTENT. SOCIAL DESIGNER MAKES NO WARRANTIES THAT YOUR USE OF SUCH CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.
LIMITATION ON LIABILITY
YOU AGREE AND ACKNOWLEDGE THAT SOCIAL DESIGNER, ALONG WITH ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, IN CONNECTION WITH THE OPERATION OR FAILURE TO OPERATE OF THIS WEBSITE, INCLUDING, BUT NOT LIMITED TO LOST PROFITS, LOST INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF SOCIAL DESIGNER HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. APART FROM WILLFUL AND MALICIOUS TORTIOUS ACTS, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF SOCIAL DESIGNER (AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS) TO ANY PARTY EXCEED THE GREATER OF $500 OR THE AMOUNT OF MONIES WE HAVE PAID TO YOU IN THE TWELVE MONTH PERIOD PRIOR TO THE ACT OUT OF WHICH LIABILITY AROSE.
THERE ARE MANY USERS OF THIS WEBSITE. WE CANNOT CONTROL ALL OF THEM, THEIR POSTS, COMMENTARY, OR USE OF USER-POSTED MATERIALS.
THEREFORE, YOU AGREE AND ACKNOWLEDGE THAT WE CANNOT AND WILL NOT BE LIABLE FOR ANY USER-POSTED CONTENT OR ANY USER’S OR THIRD PARTIES’ COPYING, TRANSMITTING, OR OTHERWISE APPROPRIATING OR INFRINGING ANY RIGHTS IN YOUR USER-POSTED CONTENT, USER INFORMATION, ANY VIOLATION OF PRIVACY OR PUBLICITY RIGHTS, OR LIBELOUS OR DEFAMATORY COMMENTS OR CRITICISMS; IF SUCH AN EVENT OCCURS, YOU WILL NOTIFY US OF SUCH UNAUTHORIZED USE IMMEDIATELY, AND WE WILL CONSIDER APPROPRIATE ACTIONS IN GOOD FAITH.
DESIGN COMPETITIONS
For those Registered Users participating in any of our Design Competitions, by submitting a design or other materials for consideration in any of our competitions (your “Submission”), you grant to us an unlimited, royalty-free license to use your Submission for the period of time from the date of your submission (the “Submission Date”) until such time as the winner of the Design Competition you entered is selected and announced by us at the Website; this period of time shall be referred to as the “Evaluation Period.”) Notwithstanding the foregoing, the Evaluation Period shall not exceed ninety (90) days after the last date that submissions are accepted for the particular competition that you entered.
Competitions will often be co-hosted by “Sponsors,” as set forth in the Competition Brief governing each competition. During such Evaluation Period, we will have the right and license to use your Submission in any way for the purpose of evaluating it in connection with that Design Competition, and you agree and covenant that during this Evaluation Period you will not assign, transfer or license any copyrights in it to others, or otherwise make use of it for commercial purposes; you further agree that in the event your Submission is chosen as the winner of a particular competition, any transfer, license, or sublicense of rights to any third party during the Evaluation Period shall be null and void, and of no effect.
In the event that your Submission is selected as the winning entry, you agree, as of the Submission Date, to irrevocably and in whole, assign and transfer all worldwide rights, title and interest in and to the copyrights to your Submission to the Sponsor; as consideration for your assignment, Social Designer will pay to you, within sixty (60) days of your execution of the Assignment and Transfer Agreement provided to you, the prize moneys offered in connection with the particular competition you entered, as set forth in the Competition Brief; you agree and acknowledge that in addition to all other good and valuable consideration given and received by you under this Agreement, the prize money as set forth in the Competition Brief for the competition you enter shall be considered sufficient consideration for assignment/transfer of rights. Payment of such monies shall be made in US Dollars, made by wire transfer to a bank designated by you, to an account in your name. Your Submission will be deemed transferred no later than the date it is selected as a winner, notwithstanding the need to complete any paperwork. PLEASE NOTE, WE WILL NOT BE RESPONSIBLE FOR INCORRECT INFORMATION PROVIDED BY YOU, AND SUCH INCORRECT INFORMATION SHALL NOT INVALIDATE THE ASSIGNMENT OF RIGHTS TO US FROM YOU.
If your Submission is chosen by the Sponsor and approved by Social Designer, you agree to execute any paperwork or documents reasonably requested by Social Designer or the Sponsor in connection with your assignment of copyrights to the Sponsor; these rights include, but are not limited to, the right to place the Submission on apparel or items for sale in any form, and in any medium now known or hereinafter discovered, as well as the rights to copy, reproduce, license, sell, create derivative works from, and publicly perform the work. The Sponsor shall have all rights that you previously owned, including, but not limited to the right to register a copyright in and to the Submission (or a trademark comprising the Submission) in the United States or in any other jurisdiction, and also the right to sue others for past or future infringement of any rights in the Submission for our sole benefit. In the event that you have a copyright or other registration(s) in the Submission, you will assign it/them to the Sponsor, and will provide reasonable cooperation insofar as effectuating any registration in or to the Work. You further waive any “droits moral” (moral right) or other rights you may have in the Submission. Furthermore, you agree and acknowledge that the Sponsor may choose not to use your Submission on any products, on any Website, or in any manner, in its sole and absolute discretion; such a decision on our part not to use the materials shall not constitute a breach of this Agreement.
Notwithstanding the assignment and transfer of copyright, you will retain a license to use your Submission in a non-commercial manner: You may further claim authorship of the Submission in any media, portfolio book, or in promotional materials, except that you agree not to disparage Social Designer or the Sponsor in any way in connection with their use of the Work, or the operation of our Website and competitions. You further agree that you will not use the Submission in connection with any goods and services offered, or likely to be offered, by Social Designer, and will not register any copyright or trademark in or to the submission in any form anywhere in the World.
You will abide by the decision of Social Designer in its selection of designs, and will not challenge its decisions. In the event that your Submission is not chosen as a winning submission within ninety (90) days after the Design Competition closes, you shall retain all rights, title and interest in it. Social Designer shall, however, retain an irrevocable, royalty-free limited license to display, reproduce, modify, display, perform, or otherwise use your Submission in connection with operation and promotion of the Website or any design competitions.
PAYMENTS
As set forth above, if your Submission is chosen as the winning entry of the design competition you enter, you will be paid the prize moneys set forth in the Competition Brief for that particular competition, as consideration for assignment and transfer of the rights in and to your Submission. We will require you to provide taxpayer information as customarily required by the IRS, and may issue you a 1099 form in connection with your earnings. In the event that you are not a United States citizen, we reserve the right to withhold taxes in such estimated amount as in our sole and absolute discretion. Social Designer will not be liable for any damages and you will forfeit any monies otherwise due to you in connection with any sales of products or design competition if you have violated these Terms of Use.
Copyright Notification and Take Down Procedures
If you feel that something on our site infringes on your copyrights, please send us a copyright infringement notification, as set forth below.
The Notice must contain:
1. An identification of the work that you claim is infringing your copyrights. For example, please provide a sample image of the infringing work, along with the url and user name of the posting party.
2. An identification of your work, the rights in which you claim the infringing work is violating;
3. Information sufficient to contact you, such as an address, telephone number, and electronic email address,
4. A statement that you have a good faith belief that use of the material on the site, or in connection with the site is not authorized;
5. A statement that the information you provided in your notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the copyright holder.
6. A physical or electronic signature on behalf of the copyright holder.
Please note that this copyright infringement notice involves the legal rights and liabilities set forth in the United States Copyright Act, 17 USC 512(c). We recommend that you consult an attorney to confirm your rights and procedures.
Written notice should be sent to our Complaints Department as follows:
DMCA Complaints
SOCIAL DESIGNER / Felissimo
10 West 56th Street
New York, NY 10019
USA
Fax: 212 956 3955
Email: Use the Contact Us form. When you receive the automated reply, attach any supporting materials you may want to include as part of your notification.
Contract and Claim Enforcement and Severability
The failure of Social Designer to exercise or enforce any right or provision set forth in these Terms of Use shall not serve as any admission or waiver of any right or claim Social Designer may have. If any provision of this Agreement is held to be invalid or unlawful, it shall be deemed severed from the remainder of the Terms of Use, which shall continue in full force and effect. You agree and acknowledge that you may not transfer or assign any of your rights or obligations under this Agreement, all of which are binding upon your heirs. Social Designer may in our sole and absolute discretion, assign, license, sublicense or freely transfer any rights or obligations we may have under this Agreement.
Choice of Law/ Limitations on Action
By visiting or using the Website, you agree and acknowledge that all Claims arising out of your use of the Website, or any claims against us that you may have in connection with any Website Content or Social Designer’s operation, maintenance or ownership of the Website shall be governed by the laws of the State of New York, without regard to principles of conflict of laws, and any such action or Claim must be brought and pursued exclusively within the Southern District of New York. Any and all Claims or actions brought by you against us must be brought in accordance with the applicable Rules of the American Arbitration Association (AAA), which proceeding will be held before one arbitrator in New York City and State. The parties shall each pay their own attorneys fees in connection with any arbitration, notwithstanding any finding of liability against either party.
You agree that you will not join any other user or third party’s claim or arbitration and waive all rights to bring any CLASS ACTION or CLASS ARBITRATION PROCEEDINGS against us. You further agree that the parties must bring any and all Claims or arbitration proceedings against each other within one (1) year after the cause of such Claim or action arises.
The Website is offered and operated by Social Designer from the United States of America. We make no representations or warranties that the Website and/or design competitions held through the Website are suitable, permitted, or available in other locations. If you are a user accessing the Website from a jurisdiction outside the United States, you are solely responsible for compliance with local laws, customs, and norms. Specifically with respect to the design competitions held in connection with the Website, they are void where prohibited by local, national, and state law.
Our Intellectual Property
SOCIAL DESIGNER and the SOCIAL DESIGNER logo and design are trademarks of Felissimo Universal Corporation of America, and all content on the Website is governed by the laws of the United States of America and International copyright, trade dress, trademark, patent and other intellectual property laws, international treaties and conventions. All rights are reserved.
Copyright 2009 – Felissimo Universal Corporation of America.
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