DESIGNHILL TERMS AND CONDITIONS
IMPORTANT - PLEASE CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS ("AGREEMENT") BEFORE REGISTERING OR USING THE SERVICES INCLUDING ACCESSING AND /OR USING THE SITE.
BY REGISTERING ON OR USING THE SITE AND/OR THE SERVICES INCLUDING ACCESSING, INSTALLING OR USING THE SITE
AND/OR THE DATA, YOU AGREE AND ACKNOWLEDGE THAT YOU ARE AT LEAST 18 YEARS OF AGE, HAVE READ THIS
AGREEMENT AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT
THAT, YOU HAVE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES (WHERE APPLICABLE) TO THIS AGREEMENT, IN
WHICH CASE THE TERMS "YOU" OR "YOUR" OR “USER” SHALL REFER TO SUCH ENTITY AND IT’S AFFILIATES.
IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS UNDER THIS AGREEMENT, YOU AGREE NOT TO
ACCESS THE SITE OR USE THE SERVICES.
THIS AGREEMENT CONSTITUTES THE COMPLETE UNDERSTANDING BETWEEN YOU, OR THE ENTITY ON WHOSE BEHALF
YOU ARE AUTHORIZED TO ACCESS / USE THE SITE AND THE SERVICES ("HEREINAFTER REFERRED TO AS “YOU”, “YOUR”
OR “USER” WHICH EXPRESSION SHALL UNLESS REPUGNANT TO THE MEANING OR CONTEXT THEREOF BE DEEMED TO
INCLUDE YOUR AFFILIATES, HEIRS, SUCCESSORS AND ASSIGNS"), AND RELIABLE E SOLUTIONS PRIVATE LIMITED
(HEREINAFTER REFERRED TO AS “COMPANY”WHICH EXPRESSION SHALL UNLESS REPUGNANT TO THE MEANING OR
CONTEXT THEREOF BE DEEMED TO INCLUDE THEIR SUCCESSORS AND ASSIGNS), WHICH SUPERSEDES ANY PROPOSAL OR
PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION RELATING TO THE SUBJECT MATTER OF THE
AGREEMENT.
1. DEFINITIONS
1.1. "Affiliate" with respect to any entity means any other entity which directly or indirectly controls, is controlled by,
or is under common control with such entity.
1.2. "Site" shall mean the Designhill website (www.designhill.com) developed by the Company and accessed by You in
pursuance of this Agreement.
1.3. "Communication” shall mean any communications from Company, such as Service announcements,
administrative messages, SMS, newsletters and other promotional materials.
1.4. "Confidential Information" shall include without limitation: (a) trade secrets, and (b) proprietary and confidential
information, ideas, samples, media, techniques, drawings, works of authorship, models, inventions, know-how, processes ,
algorithms, and software object and source code
related to the past, current and future products and services of each of the parties, including information concerning
research, development, design specifications, engineering, financial matters, customers, investors, employees, business
relationships, business plans, forecasts, sales and marketing plans, marketing materials and strategies; passwords and
access codes; Intellectual Property of the Company and any other information regarding the foregoing that is disclosed to
the User.
Confidential Information shall not include any information that (i) has become part of the public domain through no
fault or breach of the User; or (ii) is already known to the User otherwise than through a breach of the confidentiality
provisions of any agreements between the Parties.
1.5. "Contest" shall mean a Design contest created by a Customer in accordance with Clause 3.1.1, for the purpose
of selecting a Design submitted by a Designer participating in such Contest, and any other contest as identified under this
Agreement.
1.6. "One to One Contest” shall mean a Design contest created by a Customer in accordance with Clause 3.1.1 for
the purpose of purchasing a Design created and submitted by a Designer chosen by the Customer.
1.7. "Customer” shall include any User who is registered as a ‘Customer’ with the Site under Clause 2.1.2 and shall not
include a Designer.
1.8. "Design” means and includes any design submitted by a Designer to the Customer under a Contest and / or any
Design submitted for sale on the Design Shop
1.9. "Design Shop” means the off the shelf design shop (available at www.designhill.com/designshop) through which
the Designers may sell their Designs, and Customers may purchase such Designs as further described under the terms of
this Agreement.
1.10. "Designer” shall include any User who is registered as a ‘Designer’ with the Site under Clause 2.1.1 and shall not
include a Customer.
1.11. "Effective Date" shallmean the date on which the terms and conditions of this Agreement are accepted by the
User by registering or using the Services / Site, whichever is earlier.
1.12. "Intellectual Property” or “Intellectual Property Rights” means and include (i) all rights, title, and interest under any
statute or under common law including patent rights, copyrights including moral rights, and any similar rights in respect of
any intellectual property or other development, anywhere in the world, whether registrable or not; (ii) any licenses,
permissions and grants in connection therewith; (iii) applications for any of the foregoing and the right to apply for them in
any part of the world; (iv) right to obtain and hold appropriate registrations in under applicable intellectual property laws
and, (v) all extensions and renewals thereof (vi) causes of action in the past, present or future, related thereto including
the rights to damages and profits, due or accrued, arising out of past, present or future infringements or violations thereof
and the right to sue for and recover the same.
1.13. “Party” or “Parties” shall mean and include the Company, the Designer and / or the Customer as may be relevant
to the context.
1.14. “Personal Data” shall include any data and or information that the User provides the Company for the purpose of
Registration or accessing and using any Services and / or the Site under this Agreement, and in accordance with the Privacy
Policy.
1.15. “Services” shall mean the services provided by the Company to the Users as described in clause 4.1.1.
1.16. “Selected Design / Winning Design” shall mean the Design selected by the Customer for the purpose of purchase
in accordance with the Design Purchase Agreement.
1.17. “Site” shall mean www.designhill.com
1.18. “Third Party Systems”means hardware, software, applications and other materials owned by third parties which
may be integrated with the Site.
1.19. “Third Party Systems Owners”shall mean the owners or licensors of the Third Party Systems.
1.20. “User” shall mean Designer and / or Customer as may be relevant to the context.
2. REGISTRATION
2.1. Each User is required to register on the Site for the purpose of accessing and using the Site and the Services
(“Signup/Register / Registration”) and create a user account for the use of the Site (“User Account”) in the following
manner.
2.1.1. Designer Registration:The User may choose to register as a ‘Designer’, in accordance with any of the options
provided on the subscription page of the Site. The User may be provided with a range of subscription options, and prices,
for Registration, as listed on the subscription page of the Site.
2.1.2. Customer Registration: The User may choose to register as a ‘Customer’, in accordance with any of the options
provided on the subscription page of the Site. The User may be provided with a range of subscription options, and prices,
for Registration, as listed on the subscription page of the Site.
2.2. Upon Registration, each User may log into the user account on the Site, using a user name and password chosen
by the User at the time of Registration (“Registration Details”).
2.3. The User agrees and acknowledges that the User shall be solely responsible for keeping secure the Registration
Details required to access the Site. The User acknowledges and agrees that for the purpose of this Agreement, all actions
performed by any person using the Registration Details shall be deemed to have been committed by the User and the User
will be liable for the same.
2.4. The Company reserves the right to terminate this Agreement at any time if it is found that the User has been
sharing the Registration Details, or providing access to the Site, to any unauthorized user or has been using the password,
the Site for any illegal or unauthorized purpose.
2.5. The Company reserves the right to refuse to permit any person to register as a User, refuse to permit any
person to access the Site, terminate user accounts, and remove or edit content in its sole discretion.
3. FEATURES AND USE OF THE SITE
3.1. Features of Site specific to Customers
3.1.1. Creation and conducting a Contest
3.1.1.1. Upon Registration, a Customer may log into the Site and create:
(i) a Contest by selecting the Design category, providing a Design brief containing the Customer’s requirements, and
choosing a Contest package from the options provided on the Site; or
(ii) A One to One Contest, by selecting the Designer and choosing the One to One Contest options provided on the
Site.
3.1.1.2. The Customer may be provided with optional add ons and upgrades to the Contest, as described on the Site at
the time of such offer, as an additional benefit on the basis of the Contest package chosen. Such add ons and upgrades
may be provided free of cost, or for a specific fee, as described on the Site at the time of offering such add ons and
upgrades.
3.1.1.3. At the time of creation of a Contest, the Customer shall transfer to the Company the total amount the Customer
shall be required to pay for the purchase of a Design through the Contest as described on the Site (“Contest Fee/Contest
Budget”). The Customer may also be required to pay certain additional fees for the purpose of availing any add ons,
upgrades or other features or benefits made available on the Site.
3.1.1.4. Upon creation of a Contest, the Contest will be listed on the contest listing page of the Site, or announced on the
Site by the Company via such means as the Company may decide, and Designers will be allowed to submit their Designs in
accordance with the terms of the Contest, within the period/duration of time pre-selected by the Customer at the time of
launching the contest (“Design Submission Period”).
During such Design Submission Period, the Customer will
also be able to view, rate, evaluate the Designs submitted for the Contest, communicate with the participating Designers
and choose a Winning Design. Upon completion of the Design Submission Period, if the Customer has still not chosen a
design as the Winning Design then the Customer may at the discretion of the Company be provided an additional period of
7 days during which the Customer may be allowed to view, rate, evaluate and choose a Winning Design from the Designs
submitted for the Contest. During this
period no new design entries will be allowed to be submitted by the Designers for such Contest, unless agreed by the
Company (“Selecting Winner Period”).
3.1.1.5. Upon completion of the Selecting Winner Period, if the Customer is yet to choose a Winning Design, then the
status of the Contest on the Site will change to “Contest Held”, and the Customer will no longer be able to evaluate, rate or
choose a Design as the Winning Design.
3.1.1.6. If a Customer fails to choose a Winning Design:
(i) Subject to applicable laws, the Designer Fee may be refunded to the Customer, if such Contest is a Refundable
Contest; or
(ii) Subject to applicable laws, the Designer Fee may be distributed equally to each of the Designers participating in
the Contest, if such Contest is a Guaranteed Contest.
To clarify, once the Customer chooses a Winning Design, the Customer shall no longer be eligible to receive a refund.
3.1.1.7. If a Customer requires an extension of a Selecting Winner Period, the Customer may contact the Company at
support@designhill.com. If the Company grants an extension of the Selecting Winner Period, such Selecting Winner Period
and the extended period shall together be referred to as the “Selecting Winner Period” for such Contest.
3.1.1.8. The Designer submitting the Winning Design agrees and acknowledges that the Company shall retain the
Company Commission from the Contest Budget, and the remaining amount (“Designer Fee”), shall be paid to the Designer
who submitted the Winning Design as consideration for the Purchase of the Design by the Customer.
3.1.2. Refundable or Guaranteed Contests
3.1.2.1. At the time of creation of each Contest, the Customer will be given the option of choosing whether such Contest
will be a Refundable Contest or a Guaranteed Contest.
3.1.2.2. The Customer must choose a Winning Design within the Selecting Winner Period. The Customer agrees and
acknowledges that in the event a Contest reaches the “Contest Held” status, and the Customer does not wish to choose a
Winning Design, the Designer Fee, subject to applicable laws, may be refunded or distributed as follows:
(i) Refundable Contest: If a Customer chooses to create a Refundable Contest, the Contest Budget for such Contest
shall be refunded to the Customer and the Company Commission for such Contest shall be retained by the Company
(“Refundable Contest”).
(ii) Guaranteed Contest: If a Customer chooses to create a guaranteed Contest, the Company may choose a
Winning Design and pay the Designer submitting such Winning Design the Designer Fee. Alternatively, the Company may
also choose to distribute the Design Fee for such Contest evenly amongst all the Designers that have participated in such
Contest (“Guaranteed Contest”). The Company Commission for such Contest shall be retained by the Company.
3.1.3. Other Contest features
3.1.3.1. In addition to choosing the Winning Design, and purchasing such Winning Design in accordance with the terms of
this Agreement, the Customer may choose to designate a second place design (“Second Place Design”), third place design
(“Third Place Design”) and fourth place Design (“Fourth Place Design”). The Customer has the option, at his / her discretion
to:
(i) Award and purchase such Second Place Design, Third Place Design or a Fourth Place Design in accordance with
terms as described on the Site at the time of such Contest; or
(ii) Only award a Design the title of Second Place Design, Third Place Design or a Fourth Place Design in accordance
with terms as described on the Site at the time of such Contest.
Upon selection of any of the above, the Company shall individually retain such Company Commission from each Winning
Design, Second Place Design, Third Place Design or a Fourth Place Design, as the case may be, depending upon the
subscription options chosen by the Designer upon Registration.
3.1.3.2. Further, Customers will be given the option to rate a Design submitted to the Contest irrespective of whether
such Design is a Winning Design or a Second Place Design, Third Place Design or Fourth Place Design.
3.1.3.3. The Customer may purchase from the Company a paid invite (“Paid Invite”) upon payment of a fee to the
Company as detailed on the Site at the time of such purchase (“Paid Invite Fee”). The Customer may then use such Paid
Invite to invite a Designer to participate in any Contest created by such Customer.
3.2. Features of Site specific to Designers
3.2.1. Contests
3.2.1.1. Upon creation and announcement of a Contest, Designers will be allowed to submit their Designs to the Contest
during the Design Submission Period, subject to the terms of clause 3.1.1.3.
3.2.1.2. If a Customer chooses to designate the Designer’s submission as a Winning Design, the Designer will then transfer
such Winning Design, and all file extensions, and pre-accepted files related to the Winning Design to the Customer in
accordance with the terms of the Design Purchase Agreement during the handover process.
3.2.1.3. If a Customer designates the Designer’s submission a Second Place Design / Third Place Design / Fourth Place
Design and chooses to purchase such Second Place Design / Third Place Design / Fourth Place Design under Clause 3.1.3.1,
the Designer will then transfer such Second Place Design / Third Place Design / Fourth Place Design to the Customer in
accordance with the Design Purchase Agreement.
3.2.1.4. Upon selection of any of the above, the Company shall individually retain such Company Commission from each
Winning Design, Second Place Design, Third Place Design or a Fourth Place Design, as the case may be, depending upon the
subscription options chosen by the Designer upon Registration.
3.2.2. Referrals
3.2.2.1. A User shall be allowed to make a referral (“Referral”) in the following manner: [please describe the process for
referral and the features / benefits associated with the same]
3.2.3. Designhill Points
3.2.3.1. A Designer will be granted points by the Company as described on the Site at the time of such grant (“DH Points”)
3.2.3.2. The Designer agrees and acknowledges that such DH Points will be awarded based on calculations made by the
Company.
3.2.3.3. Upon receiving the required number of DH Points as described on the Site at such time, the Designer may be
allowed to renew his / her Registration free of charge, without making any payments in accordance with Clause 5.1.1 (i).
3.2.3.4. Upon receiving the required number of DH Points as described on the Site at such time, the Designer may be
allowed to upgrade his / her Registration to the next subscription package (as described on the Site) free of charge, without
making any payments in accordance with Clause 5.2.
3.2.4. Designer Levels
3.2.4.1. Upon registration, each Designer shall be considered to be at a certain level as determined by the Company.
3.2.4.2. Upon receiving the required number of DH Points, as described on the Site at such time, the Designer shall be
upgraded to the next level.
3.2.4.3. The Designer shall be provided benefits as described on the Site, upon being upgraded to each level.
3.2.5. Designer Ranking
3.2.5.1. Each Designer shall be ranked by the Company in accordance with the Designer ranking system as described on
the Site.
3.2.5.2. Based on his / her Designer ranking, each Designer shall be provided benefits as described on the Site.
3.3. Design Shop
3.3.1. The Designers may create and upload Designs to the Design Shop, independent of any Contest held by a
Customer.
3.3.2. At the time of uploading such Designs to the Design Shop, the Designer shall designate a fixed fee at which such
Design will be made available for sale on the Design Shop (“Fixed Design Fee”).
3.3.3. Upon selection of a Design available on the Design Shop for purchase, the Customer shall make a payment of the
Fixed Design Fee as described on the Site.
3.3.4. The Customer may select and purchase a Design available on the Design Shop in accordance with the Design
Purchase Agreement and upon payment of the Fixed Design Fee to the Company.
3.3.5. A Customer purchasing a Design through the Design Shop may request certain modifications and customisations
to such a Design. The Designer may, at his / her discretion choose to make such modifications and customisations, and
charge an extra fee for any modifications and customisations made.
3.4. Prohibited Uses
3.4.1. The following actions are prohibited in connection with the Users use of the Site / the Service:
3.4.1.1. any illegal use;
3.4.1.2. removal of any copyright and other proprietary notices connection with any content or information on the
Site;
3.4.1.3. copying, decompiling, reverse engineering, or otherwise attempting to discover any source code, sell, assign or
otherwise transfer any Intellectual Property in the Site and its contents;
3.4.1.4. uploading, display, publishing, transmission or sharing of any information or content that contains software viruses
or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer
resource;
3.4.1.5. uploading, display, publishing, transmission or sharing of any information or content that belongs to a third party
and is infringing of such third party’s Intellectual Property Rights or is unsuitable;
3.4.1.6. uploading, display, publishing, transmission or sharing of any information or content that is grossly harmful,
harassing, blasphemous defamatory, obscene, pornographic, pedophilic, libelous, invasive of another's privacy, hateful, or
racially, ethnically objectionable, disparaging, relating to or encouraging money laundering or gambling, or harmful to
minors;
3.4.1.7. uploading, display, publishing, transmission or sharing of any information or content that threatens: the unity,
integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order; causes incitement
to the commission of any cognisable offence; prevents investigation of any offence; is insulting any other nation;
or
3.4.1.8. the access and use of the Site and / or Services in any manner other than as agreed.
3.4.2. Upon creation of a Contest and submission of a Design to a Contest or submission of a Design to the Design
Shop, the Designer and Customer shall not be permitted to transfer, sell or purchase such submitted Designs outside and
without use of the Site and Services provided by the Company.
3.5. Reporting and Lock Out
3.5.1. If any person (including a User or any member of the Company or the general public) finds that a User has
engaged in prohibited uses as described in Clause 3.4, they may report / make a complaint against such User by contacting
the Company at [support@designhill.com].
3.5.2. Upon receiving a complaint against a User, the Company may investigate such complaint and restrict such User’s
access to his / her User Account for the duration of the period of such investigation. If the Company finds that the User has
engaged in prohibited uses as described in Clause 3.4, the Company may terminate the User Account in accordance with
Clause 14.2.
3.5.3. The User acknowledges and agrees that the acceptance of any complaint / report, the conduct of investigation,
and any actions taken subsequent to such investigation shall be at the discretion of the Company, and the Company shall
have no obligation to notify and / or explain the same to the User.
3.5.4. The User acknowledges that the Company may at its discretion monitor:
(i) any content posted and / or submitted on the Site by the User, in relation to a Contest, the Design Shop or
otherwise; and
(ii) any activities undertaken by the User on the Site and / or in relation to the Services.
3.5.5. The User acknowledges that the Company shall not be obliged to undertake any monitoring activities as described
in clause 3.5.4 above.
3.6. Back up of User information
3.6.1. During the use of the Site and/or the Services, the Company or any third parties may also undertake frequent
back-ups of User information stored therein. Company shall not be liable or responsible if any of the User’s backed-up
information is lost or becomes irretrievable nor shall it be liable or responsible for the performance / run-time of any servers
which are used in accordance with this Agreement.
3.7. Open Source
3.7.1. The Site may rely on the usage of certain open source libraries and utilities from time to time. You registering or
using the Services constitutes your acknowledgement of having read and understood the terms of the open source
libraries. Company disclaims all liabilities for any breach of the terms and conditions of such open source libraries.
3.8. Third Party Systems
3.8.1. Third Party Systems may be integrated as part of the Site or Services offered by the Company. Such integration
and the User’s use of such Third Party Systems may be subject to such additional terms and conditions as may be imposed
by the Third Party Systems Owners. Users specifically undertake to comply with all such terms and conditions as may be
imposed by the Third Party Systems Owners and the Company assumes no responsibility or liability in this
respect.
3.8.2. The Company is not responsible or liable in any manner with respect to any Third Party Systems.
4. PROVISION OF SERVICE AND COMMUNICATIONS
4.1. Provision of the Service
4.1.1. The Company shall in its discretion
(i) provide Users with access to the Site;
(ii) permit and provide a platform for Designers to submit and sell their Designs on the Site, to create a design
portfolio on the website and showcase their designs including personal designs.
(iii) permit and provide a platform for Customers to hold Contests and purchase Designs on the Site;
(iv) provide any other services as provided on the Site.
(collectively, “Services”)
4.1.2. Users are totally responsible and liable for the access and use of the Services and the Site.
4.2. Communications
4.2.1. Users acknowledge and agree that Company may send various Communications (directly or indirectly through
third parties) to the Users as part of the Service.
4.2.2. The User’s acceptance of this Agreement deems acceptance and agreement to receive Communications from
Company (directly or through their vendors).
5. FEES AND CONSIDERATION
5.1. Designer Subscription Charges:
5.1.1. In lieu of the Services provided by the Company to the Designer:
(i) The Designer shall pay to the Company an annual subscription charge as further described on the Site (“Designer
Subscription Charges”).
(ii) In order to purchase any Design(s), a Customer must first pay to the Company the Contest Fees/Contest
Budget. The Company shall retain as commission a percentage of the Contest Fee/Contest Budget paid by the Customer
to the Company. The remaining Design Fee shall then be paid to the Designer who submits the Winning Design, the Second
Place Design, the Third Place Design and the Fourth Place Design as the case may be, as described on the Site.
(iii) The Company shall retain as commission a percentage of the Paid Invite Fee to be paid to the Designer who
submits a Design in response to receiving a Paid Invite from a Customer.
(iv) The Company shall retain as commission a percentage of the Fixed Design Fee to be paid to the Designer upon
purchase of a Design from the Design Shop as further described on the Site.
5.2. Upgrade Fee:
5.2.1. A Designer may be allowed to upgrade his / her Registration by making a payment for such upgrade as described
on the Site (“Upgrade Fee”).
5.3. Referral Fee:
5.3.1. If a User makes a Referral, the Company may in its discretion pay to the Designer a referral fee as described on
the Site (“Referral Fee”).
5.4. Contest Charges:
5.4.1. Upon completion of a Contest, i.e. when a Contest reaches the ‘Contest Held’ status, a certain fee shall be
retained by the Company as described on the Site, and the Contest Fee/Contest Budget shall, subject to applicable laws,
be:
(i) Where a Selected Design is chosen by the Customer, paid to the Designer submitting the Selected Design, subject
to the deduction of the Company Commission in accordance with clause 3.1.1.8; or
(ii) Where no Selected Design is chosen by the Customer in case of a Guaranteed Contest, distributed to the
Designers who have submitted their Designs for such Contest subject to the deduction of the Company Commission, and in
accordance with clause 3.1.1.6; or
(iii) Where no Selected Design is chosen by the Customer in case of a Refundable Contest, returned to the Customer
who created and held the Contest subject to the deduction of the Company Commission, and in accordance with clause
3.1.1.6.
5.5. Second, Third and Fourth Place Design
5.5.1. The Designers whose Designs have been designated as the Second Place Design, Third Place Design or Fourth
Place Design shall be paid certain percentages of the Contest Budget, as described on the Site.
5.6. Fixed Design Fee
5.6.1. The Customer shall make a payment of the Fixed Design Fee in accordance with clause 3.3.3.
5.6.2. The Fixed Design Fee paid in accordance with clause 5.6.1 shall be paid to the Designer whose Design has been
purchased after the Company retains as commission a percentage of the Design Fee to be paid to the Designer whose
design a customer chooses to buy from Design Shop as may be described on the Site.
5.7. Refund
5.7.1. Notwithstandinganything to the contrary, the Company may process any refunds that may be claimed by any
Users, under this Agreement, at its discretion, and subject to the terms of this Agreement, and any applicable
laws.
5.7.2. Any amount refunded under this Agreement shall be subject to applicable bank charges. The Users agree that any
such bank charges shall be borne by and be the responsibility of such User.
5.8. Taxes
5.8.1. The Designer Subscription Charges, Customer Subscription Charges, Contest Fee, Fixed Design Fee, Paid Invite
Fee and any other fees and charges paid by the User to the Company shall be exclusive of all applicable taxes.
5.8.2. Any payments made to the Designer or any refunds to the Customer by the Company in pursuance of this
Agreement shall be subject to the necessary tax deductions as prescribed under applicable laws.
6. PRIVACY POLICY AND DESIGN PURCHASE AGREEMENT
6.1. The Company’s Privacy Policy is available at www.designhill.com/company-privacy-policy (“Privacy Policy”). By
Registering or using the Site and/or the Services, or providing the Company with any Personal Data, the User agrees and
acknowledges that the User has read the Privacy Policy and agrees to its terms.
6.2. The Design Purchase Agreement, which will govern the terms of the sale of the Design between the Designer and
the Customer, is available at [www.designhill.com/design-purchase-agreement(“Design Purchase Agreement”). By
submitting a Design, or choosing a Selected Design the Designer and the Customer agree and acknowledge that they has
read the Design Purchase Agreement and agree to its terms.
7. THIRD PARTY LINKS
7.1. The Company may provide/include links and hyperlinks of third party websites for the purpose of advertisements
either physically or through electronic means during the use of the App and Services. The listing of such third party external
site does not imply endorsement of such site by the Company.
The Company does not make any
representations regarding the availability and performance of any of the external sites which could be provided. The
Company is not responsible for the content, terms of use, privacy policies and practices of such third party websites /
services.
8. PROPRIETARY RIGHTS
8.1 Copyrights
8.1.1. All content on the Site, including but not limited to design, text, software, technical drawings, configurations,
graphics, other files, and their selection and arrangement, are either the proprietary content of the Company, or are the
proprietary property of the Company’s affiliates or licensors. All rights to such content are reserved.
8.1.2. All Third Party Systems are the sole and exclusive property of the Third Party Owners or their licensors.
8.2. Trademarks
8.2.1. The trademarks, service marks, designs, and logos (collectively, the “Trademarks”) displayed on the Site are the
registered and unregistered Trademarks of the Company and/or its licensors or Affiliates. All rights to such Trademarks are
reserved.
8.3. User Rights
8.3.1. The Users are not purchasing any title to the Site or Services, but are only being granted a limited right to access
and use the Site and/or the Services in accordance with the terms of this Agreement.
8.3.2. Nothing in this Agreement shall be construed as transferring or assigning to the User any title to the Site and its
contents or any Intellectual Property therein and all rights not granted to the User are herein reserved by and for
Company.
9. CONFIDENTIALITY
9.1 The Users acknowledge that during the course of this Agreement, they may have access to Confidential
Information of the Company. The Users shall forever hold the Confidential Information in confidence and shall not publish,
disclose or disseminate, display or otherwise make available to others any portion of Confidential Information of the
Company that the User may come in possession of without the Company’s prior written consent.
9.2 The Users acknowledge that the Confidential Information is of considerable commercial and proprietary value to
the Company and that the disclosure of any aspect of the Confidential Information will immediately give rise to continuing
irreparable injury to the Company, which is inadequately compensable in damages at law, and the Company is entitled to
obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing confidentiality
undertakings, in addition to any other legal remedies which may be available. In addition, the Company may immediately
terminate this Agreement, including all license rights granted herein, in the event the User breaches any confidentiality
obligations herein.
9.3 Notwithstanding the aforesaid provisions, the Users may disclose Confidential Information where ordered to do
so, by any government, judicial or quasi-judicial authority; provided however, that the User shall in such a case give
Company a reasonable notice of any prospective disclosure and shall assist the Company in obtaining an exemption or
protective order preventing such disclosure
10. REPRESENTATIONS
10.1 The User hereby represents that:
10.1.1. The performance of or compliance by the User of this Agreement does not and will not violate any other
agreements;
10.1.2. Subject to the terms and conditions of this Agreement, the User will not permit use of the Site and Services to
persons other than persons authorised by the Company;
10.1.3. The User has all the rights (including any intellectual property rights) to and in any Designs submitted on the Site;
10.1.4. The User providing the Designs and / or Personal Data to the Company or the use of the Data by the Company
will not violate any third party rights (including any intellectual property rights) or applicable laws (including, the Information
Technology Act, 2000 and any laws relating to data protection or data privacy);
10.1.5. The User will use the Site and Services solely in compliance with the terms mentioned under this Agreement and
all applicable laws;
10.1.6. The User will comply with all applicable laws in the use of the Services and the Site.
11. DISCLAIMER
11.1 Company disclaims any warranty, express or implied, that the Site and / or Services is secure or immune from:
(i) interruption (ii) access, intrusion, corruption, modification or manipulation by an unauthorised third party; or, (iii) disabling
code or computer viruses; or, (iv) program errors resulting from any of the causes specified in (i) and (ii) above
(collectively, “Service Breaches”). The Company shall have no liability whatsoever, in the event of occurrence of any such
Service Breaches, whether due to actions undertaken by any third parties or otherwise.
11.2 You agree and acknowledge that the Company has no role and disclaims any warranty, express or implied, or
liability, in the creation of a Contest; submission of Designs to a Contest; the selection and / or non-selection of a Selected
Design, Third Place Design, or Fourth Place Design by the Customer creating and holding any Contest; the number of DH
Points granted to a Designer; the Design Level granted to / attained by a Designer; the rating and ranking of a Designer;
the availability and purchase of any Design on the Design Shop; and any other features or incentives availed by the
Designers and Customers for the purpose of / through their interactions with each other through the Site.
11.3 You agree and acknowledge that the Company shall have no liability or obligation towards You in the event the
processing or payment of any refund claimed under this Agreement is not possible.
11.4 YOU AGREE AND ACKNOWLEDGE THAT THE SERVICES, AND/OR THE SITEACCESSED BY YOU OR ANY THIRD
PARTY AUTHORISED BY YOU TO USE THE SITE UNDER THIS AGREEMENT ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY
OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. FURTHER, THERE ARE NO IMPLIED WARRANTIES OF
TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IN RELATION TO THE SERVICES
AND/OR THE SITE. WITHOUT LIMITING THE FOREGOING, COMPANY MAKES NO WARRANTY THAT (i) THE SERVICESAND/OR
THE SITE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICESAND/OR THE SITE WILL BE UNINTERRUPTED, TIMELY,
SECURE, OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR SITEWILL BE
EFFECTIVE, ACCURATE, OR RELIABLE; (iv) THE BACK-UP OF YOUR INFORMATION UNDERTAKEN BY THE SITE WILL BE
MAINTAINED OR STORED; (v) THE SERVERS USED WILL BE UNINTERRUPTED, TIMELY, SECURE ERROR-FREE OR SHALL
MEET YOUR REQUIREMENTS; AND (vi) ANY ERRORS OR DEFECTS IN THE SITE AND/OR THE SERVICES WILL BE
CORRECTED/RECTIFIED. (vi) YOU AGREE THAT YOUR RELIANCE AND/OR USE OF ANY NEWS, INFORMATION AND
SUGGESTION SHALL BE AT YOUR OWN RISK
11.5 COMPANY DOES NOT CONTROL OR ENDORSE ANY THIRD PARTY SOFTWARE OR APPLICATIONS AND
SPECIFICALLY DISCLAIMS ANY LIABILITY WITH REGARD TO SUCH THIRD PARTY SOFTWARE OR APPLICATIONS OR THIRD
PARTY SYSTEMS AND ANY ACTIONS RESULTING FROM THEIR USE. THE USE OF OR THE DOWNLOADING OR OTHER USE OF
SUCH APPLICATIONS OR SOFTWARE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO ANY COMPUTER SYSTEM (INCLUDING MOBILE, IPADS, TABLETS AND ANY OTHER
DEVICE BY WHICH YOU ACCESS APPLICATION AND OR THE DATA), LOSS OF DATA OR OTHER HARM THAT RESULTS FROM
SUCH ACTIVITIES. COMPANY ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR OTHER SIMILAR SOFTWARE CODE
THAT IS DOWNLOADED TO YOUR COMPUTER IN CONNECTION WITH THE SITE. NO ADVICE OR INFORMATION, WHETHER
ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR VIA COMPANY’S WEBSITE, SERVICES, DOCUMENTATION, DATA,
OR APPLICATIONS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
11.6 THE COMPANY AND/OR ITS AFFILIATES ARE NOT RESPONSIBLE FOR YOUR USE OF THE SITE AND/OR SERVICES
OR THE RESULTS THEREOF.
12. LIMITATION OF LIABILITY
12.1. COMPANY AND / OR ITS AFFILIATES SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS
AGREEMENT OR OTHERWISE IN RELATION TO ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR
EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS,
BUSINESS INTERRUPTION, OR LOSS OF INFORMATION ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICES,
THE SITE AND / OR ANY DESIGNS BY YOU OR ANY OTHER USER OR ANY THIRD PARTY, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL COMPANY ‘S AGGREGATE LIABILITY FOR ALL CLAIMS / DAMAGES
ARISING UNDER OR ACCRUING FROM THIS AGREEMENT, EXCEED THE AMOUNT OF ONE THOUSAND INDIAN
RUPEES.
13. INDEMNITY
13.1. The Designer shall indemnify, defend and hold harmless Company and its Affiliates and all their officers, directors,
owners, agents, employees, content providers, partners, licensors and licensees (collectively, the “Indemnified Parties”)
from and against any and all losses, damages, liabilities, and claims and all fees, costs, expenses, of any kind related
thereto (including, without limitation, reasonable attorneys’ fees) incurred by the Indemnified Parties in connection with any
(i) claims arising out of, based upon or resulting from the Designer’s use of the Site and/or the Services; (ii) claims arising
from the breach of the Designer’s representation(s) or other covenants under this Agreement; (iii) claims arising from the
Designer’s wrongful or negligent acts; and (iv) any claims of infringement of intellectual property arising in relation to any
Designs submitted by the Designer to a Contest and / or the Design Shop. Company reserves the right, at its own expense,
to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Designer and the
Designer shall not in any event settle any matter without the prior written consent of Company.
13.2. The Customer shall indemnify, defend and hold harmless Company and its Affiliates and all their officers, directors,
owners, agents, employees, content providers, partners, licensors and licensees (collectively, the “Indemnified Parties”)
from and against any and all losses, damages, liabilities, and claims and all fees, costs, expenses, of any kind related
thereto (including, without limitation, reasonable attorneys’ fees) incurred by the Indemnified Parties in connection with any
(i) claims arising out of, based upon or resulting from the Customer’s use of the Site and/or the Services; (ii) claims arising
from the breach of the Customer’s representation(s) or other covenants under this Agreement; (iii) claims arising from the
Customer’s wrongful or negligent acts; and (iv) any claims of arising in relation to the manner in which any Contest is held
by the Customer, and / or the selection or non-selection of a Selected Design, Second Place Design, Third Place Design, or
Fourth Place Design submitted by the Designer to a Contest held by the Customer. Company reserves the right, at its own
expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Customer
and the Customer shall not in any event settle any matter without the prior written consent of Company.
14. TERM AND TERMINATION
14.1. Term
With respect to each User, this Agreement shall commence on the Effective Date and shall be valid unless terminated in
accordance with the terms mentioned under this Agreement.
14.2. Termination
14.2.1. The Company has the right to terminate this Agreement with respect to a User and the User Account immediately
in the event the User fail to comply with any provisions / terms of this Agreement;
14.2.2. The Company has the right to terminate this Agreement and the User Account at any time, without cause, upon
providing one (1) days prior notice to the User.
14.3. Effect of Termination
14.3.1. The termination of this Agreement shall automatically, and without further action by Company, terminate and
extinguish the rights granted to the User under this Agreement.
14.3.2. In the event of termination, the User’s access to and use of the App and the Services shall cease
immediately.
14.3.3. In the event of termination, the Company shall have the right to retain a copy of any Designs or other data
provided by the User during the term of the Agreement and use such Designs or other data for the purposes of the
business of the Company.
14.3.4. In the event of termination of the Agreement with respect to a Customer:
(i) The Customer shall make payments of all amounts due to the Company and / or a Designer in relation to any
Designs purchased whether by way of a Contest held by the Customer, or on the Design Shop.
(ii) The Company, subject to applicable laws and after retaining the Company Commission, may return to the
Customer any unused amounts, paid by the Customer in relation to a Contest that was proposed to be created, but not
created as of the time of Termination.
14.4. Survival
Notwithstanding the foregoing, the following Clauses shall survive the expiration or termination hereof for any reason: 8
(Proprietary Rights); 9 (Confidentiality); 10 (Representations); 11 (Disclaimer); 12 (Limitation of Liability); 13 (Indemnity);
14 (Term and Termination); and 16 (General Provisions).
15. OPERATING ENVIRONMENT
You are solely responsible for acquiring, installing, operating and maintaining the terminals and hardware and software
environment necessary to access and use the Site and the Company disclaims all liabilities in relation to the
same.
16. GENERAL PROVISIONS
16.1. Notification Of Changes
The Company reserves the right to modify the terms of this Agreement at any time without giving the User prior notice.
The User’s use of the Services and the Site following any such modification constitutes the User’s agreement to follow and
be bound by such modifications. The last date this Agreement was revised may be set forth at the end of this Agreement.
The User’s continued use of the Services, and the Site after notice of any change to the Agreement will be deemed to be
the User’s consent to the amended terms.
16.2. Force Majeure
The Company shall not be liable for any downtime or delay or unavailability of the Services or Site caused by circumstances
beyond the Company’s reasonable control, including without limitation, acts of God, acts of government, floods, fires,
earthquakes, civil unrest, acts of terror, strikes or other labor problems, internet service provider failures or delays, or denial
of service attacks.
16.3. Entire Agreement
This Agreement along with the herein mentioned Privacy Policy, Design Purchase Agreement and any disclaimers posted on
Company’s website or in connection with the Site / Services constitute the entire agreement between Company and the
User, superseding any prior agreements between the User and Company on such subject matter.
16.4. Advertisement
Company shall have the right to place advertisements and publicity materials of its choice, including that pertaining to
parties other than itself for commercial use, either physically or through electronic means during the use of the Site and
Services.
16.5. Severability
If one or more of the provisions contained in this Agreement is held invalid, illegal or unenforceable in any respect by any
court of competent jurisdiction, such holding will not impair the validity, legality, or enforceability of the remaining provisions.
16.6. Waiver
The failure of either party to exercise any right provided for herein shall not be deemed a waiver of any further right
hereunder.
16.7. Assignment
The User may not assign or sub-license, without the prior written consent of Company, the rights, duties or obligations
under this Agreement, in whole or in part, to any person or entity.
16.8. Dispute Resolution and Governing Law
16.8.1. The Parties hereby agree that they intend to discharge their obligations in utmost good faith. They therefore agree
that they will, at all times, act in good faith, and make all attempts to resolve all differences howsoever arising out of or in
connection with this Agreement by discussion. If within 15 days of the commencement of the discussions the dispute is not
resolved the dispute shall be referred to arbitration in accordance with the arbitration rules under the India Arbitration and
Conciliation Act, 1996. The arbitral panel shall comprise of a sole arbitrator mutually appointed by the Parties. In the event
the Parties are unable to agree on a sole arbitrator within 30 (thirty) business days following the date of dispute / breach,
the matter will be referred to a panel of arbitrators (“Panel”) to be appointed within 10 (ten) calendar days from the expiry
of the 30 (thirty) business days period for the appointment of the sole arbitrator. Both {arties to the dispute (that is the
Party instituting the arbitration proceeding and the respondent Party (ies)) shall appoint one arbitrator each to the Panel
and the two (2) arbitrators so appointed by the parties shall together appoint the third arbitrator to the Panel. The
arbitration proceedings shall take place in New Delhi, India and the language for such proceedings shall be English.
16.8.2. Notwithstanding the above, the Parties shall be entitled to approach the court of appropriate jurisdiction for the
grant of any interim or equitable relief.
16.8.3. This Agreement shall be governed and construed in accordance with the laws of the Republic of India, without
regard to its conflict of law principles.
16.9. Relationship of Parties
It is expressly agreed that Company and the User are acting hereunder as independent contractors and nothing contained
or implied under this Agreement creates a joint venture, agency or partnership between the User and the Company.
16.10. Updates
The Company shall have the right to introduce new features, models, updates and upgrades to the Site for the purpose of
incentivizing Customers and Designers to participate in Contests, to make the Site more interactive, and to provide better
benefits to the Users. Such new features may include, but shall not be limited to Designer polling systems, selection of star
Designers and a Design Hill blog. By agreeing to the terms of this Agreement, and Registering on the Site, you agree to be
bound by any terms that may be applicable to such new features, models, updates or upgrades.
If You have any questions about this Agreement, please write to us at, Reliable e Solutions Private Limited, 819 Naurang
House, 21 Kasturba Gandhi Marg, New Delhi, India-110001 or email us at support@designhill.com or contact us at 0091-
11-23710381
