DESIGN POOL, LLC
This Agreement was last revised on February 14, 2019.
1. Eligibility. Our Services are available only to, and may only be used by, individuals or business entities whom can form legally binding contracts under applicable law. Without limiting the foregoing, our Services are not available to children (natural persons under the age of 18). If you are under 18, your parent or guardian must enter into this Agreement on your behalf, and will be responsible for your use of and access to the Services; this includes financial responsibility for any items you purchase through the Services. Any use or access to the Services by anyone under 13 is strictly prohibited and in violation of this Agreement. If you are under 13, please do not attempt to register for the Services or send any information about yourself to us, including your name, address, telephone number, or email address. If we learn that we have collected personal information from anyone under age 13 without verification of parental consent, we will delete that information as quickly as possible. If you believe that we might have any information from or about anyone under 13, please contact us at [email protected] The Services are not available to any Users previously removed from the Services by Design Pool. Design Pool reserves all rights not expressly granted under this Agreement. Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void.
We reserve the right to refuse Services to any individual. If you are using the Site as a business entity, you represent that you have the authority to bind the entity to this Agreement.
2. Payment. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Services must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Services at the prices in effect when such charges are incurred. You will pay any applicable taxes on all transactions.
3. Design Pool Services Plan A and Plan B. Subject to the terms and conditions of this Agreement, amendments, or attached documents, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Design Pool Services solely for the purposes contemplated in the services you purchase. Design Pool reserves all rights not expressly granted herein in the Design Pool Services.
4. Proprietary Design Membership. You must be a member of Design Pool Membership in order to gain access to the Design Pool Proprietary patterns and functionality solely related to Design Pool Membership that we may establish and maintain from time to time and in our sole discretion. Subject to the terms and conditions of this Agreement, you are hereby granted a nonexclusive license to use the Design Pool Membership Services solely as permitted by the features of the Design Pool Membership Services. You may never use another User’s account without permission. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Design Pool immediately of any breach of security or unauthorized use of your account. You agree that Design Pool will not be liable for any losses caused by any unauthorized use of your account. By providing Design Pool your email address, you consent to our using that email address to send you Services-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Services and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your account settings. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers. Please note that if you do not want to receive legal notices from us, including without limitation a notification that this Agreement has changed, these legal notices will still govern your use of the Services. We will post legal notices to the Services, and you are responsible for reviewing such legal notices for changes.
5. Licensing. Design Pool offers licensing options for our online library of designs. Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited only by your contract with Design Pool, non-transferable, freely revocable license to use the Design Pool Services for commercial or personal use, as permitted by the features of the Design Pool Licensing Services. Design Pool reserves all rights not expressly granted herein in the Design Pool Services (reference the “Licensing” under the “Services Page”).
6. Restricted Uses of Licensable Patterns.
No Unlawful Use – you may not use the content in a pornographic, defamatory or other unlawful manner.
No Standalone File Use – you may not use the content in a way that allows others to download, extract, or redistribute content as a standalone file. You cannot resell the pattern in its original format or as a digital file.
No False Representation of Authorship – You may not falsely represent that you are the original creator of a work that is made up largely of licensed content.
7. Refunds. You may cancel your Design Pool Membership at any time; however, there are no refunds for cancellation of the Design Pool Membership Services. In the event that we suspend or terminate your membership or this Agreement for your breach of this Agreement, you understand and agree that you shall receive no refund or exchange for any Services, any content or data associated with your membership, or for anything else.
8. Breach. Without limiting other remedies, we may refuse to provide our Services to you if:
(a) you breach this Agreement or the documents it incorporates by reference;
(b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you or us.
10. No Warranty.
WE, OUR MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS AND OUR SUPPLIERS PROVIDE OUR WEB SITE AND SERVICES “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. WE, OUR MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS AND OUR SUPPLIER SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights that vary from state to state and country to country.
11. Liability Limit.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DESIGN POOL ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AVAILABLE ON OR THROUGH THE SERVICES; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE OR ANY PRODUCT; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (G) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL WE, OUR MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS AND OUR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH OUR SITE, OUR SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE).
OUR LIABILITY, AND THE LIABILITY OF OUR MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS AND OUR SUPPLIER, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $500. Some States do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.
You agree to indemnify and hold us and (as applicable) our members, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.
13. Security. We care about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
14. Proprietary Rights. Except as set forth herein, the Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the “Design Pool Content”), and all Intellectual Property Rights (defined below) related thereto, are the exclusive property of Design Pool and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Services. Use of the Design Pool Content or materials on the Services for any purpose not expressly permitted by this Agreement is strictly prohibited. For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
15. Legal Compliance. You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations applicable to your use of our Services.
16. No Agency, No Partnership: No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
17. Resolution of Disputes. In the event a dispute arises between you and Design Pool, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and Design Pool agree that any claim or controversy at law or equity that arises out of this Agreement or our Services (“Claims”) shall be resolved in accordance with one of this Agreement or as otherwise mutually agreed upon in writing by the parties. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution and we will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation, as an alternative to litigation.
18. Binding Arbitration. For any Claim (excluding Claims for injunctive or other equitable relief) you or Design Pool may elect to resolve the dispute through binding arbitration conducted by telephone, on-line and/or based solely upon written submissions where no in-person appearance is required. In such cases, the arbitration shall be administered by the American Arbitration Association or JAMS in accordance with their applicable rules, or any other established ADR provider mutually agreed upon by the parties. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Should this provision be rendered inapplicable for any reason, the parties agree that the sole forum for the resolutions of disputes will be a court of competent jurisdiction located in Rockingham County, New Hampshire.
19. Entire Agreement; Severability. This Agreement, together with any amendments and any additional agreements you may enter into with Design Pool in connection with the Services, shall constitute the entire agreement between you and Design Pool concerning the Services. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
20. Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
21. Governing Law. This Agreement shall be governed by the laws of the State of New Hampshire without regard to principles of conflicts of law.