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/store) 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. All such add ons and upgrades are non-refundable and the customer waives any right of a refund on such services. Please refer to clause 5.7. to understand more about our refund policy.

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. Such fee paid for any add on or upgrade is completely non-refundable

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 contest@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. It does not matter if the Customer has signed the Design Transfer Agreement or not. Once the Customer has selected a winner they waive their rights for a refund and thus can no longer ask for any refunds. Please refer to clause 5.7. to understand more about our refund policy.

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. As part of the refund policy, the customers asking for a refund must sign a Non Use and Indemnity Certificate which prohibits them from either using any of the design concepts that they receive in their contests or work with any of the designers on the site for the same requirement. Only once the Non Use and Indemnity Certificate is signed, the refund is processed.

(ii) Guaranteed Contest: All guaranteed contests are non-refundable contests i.e. if a customer chooses to create a guaranteed contest, he/she waives the right to a refund. In case the customer fails to choose a winner within 7 days of completion of the design submission period, 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[].

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.

5.7.3. Contest refunds - Contest holder/Client is eligible for and can request a full 100% refund in respect of a contest if:

5.7.3.a. He/She requests a refund in writing using their registered email id ("Refund Request");

5.7.3.b. He/She has not selected a winning work from the designs submitted (if any). It does not matter if the Contest holder/Client has signed the Design Transfer Agreement or not. Once the Contest holder/Client has selected a winner they waive their rights for a refund and thus can no longer ask for any refunds;

5.7.3.c. The contest is not a guaranteed contest;

5.7.3.d. The refund request is made within 60 days of launching the relevant contest.

5.7.3.e. He/She has signed the Non-Use and Indemnity Certificate.

5.7.4. Exceptions - Notwithstanding the terms above Contest holder/Client is not eligible for and will not receive any refund where:

5.7.4.a. The contest is guaranteed and therefore ineligible for a refund;

5.7.4.b. The Contest holder/Client has already selected a winner and has started the Winning Work.

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/privacy (“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 (“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 US state laws according to our entity registration, 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 Designhill 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.

Designhill product is owned by Designhill Inc, having its office at 1000 N West Street #1880, Wilmington, Delaware 19801, US and it reserves all rights for it. If you have any questions contact us at support@designhill.com.

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