- Conditions d'utilisation
- Conditions générales de service
- Conditions de remboursement
- Contrat Designer / Client
- Politique de confidentialité
KEY TERMS SUMMARY
Key terms that you should be aware of in accessing and using Our Website and DesignCrowd Service are:
• By registering on this website, you will be automatically registered on our affiliated websites located at: https://www.brandcrowd.com/ and https://www.design.com/. You may close your account at these affiliated websites at any time by contacting us using the details below.
• We exclude liability for special, indirect or consequential loss or damage, or loss of profits, revenue, business, anticipated savings or goodwill. We generally limit our liability to the greater of $1,000 and the amount of fees paid by you. There are defined situations when these exclusions and limitations do not apply. In particular, these exclusions and limitations do not limit any rights you may have under the Australian Consumer Law.
• We may disclose your personal information to other people, including to other users of the DesignCrowd Service necessary to deliver a feature of DesignCrowd Service or to process a transaction with them. Further information is provided in our privacy policy.
• You acknowledge and agree to enter into and be bound by the Designer / Creative ? Client Contract when a Work is submitted and selected as a Winning Work (in the circumstances set out in the Service Terms and Conditions). Under the Designer / Creative ? Client Contract, a Designer / Creative transfers ownership of a Work (including Intellectual Property Rights) to a Client.
1 Overview
(a) In these Terms of Use, DesignCrowd, Us, We, Our means DesignCrowd Pty Ltd ACN 127 272 315 of level 2, 44a Foveaux Street, Surry Hills 2010 Australia and You or Your are references to You in the capacity of a Designer / Creative or Client, or both (as relevant).
(b) These Terms of Use govern Your use of the website at www.designcrowd.com and any other replacement website (Our Website) and the DesignCrowd Service established and provided by Us through Our Website. These Terms of Use must be read in conjunction with other terms and conditions that govern Our Website and DesignCrowd Service, including Service Terms and Conditions, which further describes the DesignCrowd Service and includes the Rules for Paid Projects.
(Additional Terms).
(c) If there is any inconsistency between these Terms of Use and the Additional Terms, then the provisions of the Terms of Use will prevail to the extent of the inconsistency.
(d) In using Our Website or the DesignCrowd Service, you may also be required to enter into a separate contract with other users of Our Website and DesignCrowd Service as set out in clause 5.
(e) Capitalised terms used in these Terms of Use, are defined in in clause 18.
2 Agreement and Your Account
(a) Please read these Terms of Use and the Additional Terms carefully. Together they constitute the “Agreement” between Us and You.
(b) You must be over 18 years of age and have an account to use Our Website and the DesignCrowd Service (Your Account). Your Account must be set up in Your legal name or the legal name of the organisation that You represent. You may only have one account. If you need to update any of your details on Your Account, you may do so at any time by contacting us using the details below.
(c) You are responsible for all activity made on Our Website or DesignCrowd Service using Your Account, except where unauthorised access to Your Account has occurred due to our fault. If you have lost or forgotten Your password, or believe that your password or access credentials may have been compromised, you can notify Us and We will seek to rectify as appropriate.
(d) You must register yourself through Your Account as either a “Designer / Creative” or a “Client” in accordance with the Service Terms and Conditions.
(e) By setting up Your Account and registering for the DesignCrowd Service, You agree for and on behalf of yourself and Your organisation (as applicable) to be bound by: the terms of Your Agreement and You are representing, warranting and undertaking that You are authorised to act on behalf of the Your organisation (if applicable)
(f) By registering on this website, you will be automatically registered on our affiliated websites located at: https://www.brandcrowd.com/ and https://www.design.com/. You may close your account at these affiliated websites at any time by contacting us using the details below.
(g) You are responsible for ensuring that we have accurate and up-to-date contact information for You, including your full name, postal address, telephone number and email address. We can be contacted at DesignCrowd Pty Ltd ACN 127 272 315 of Level 2, 44a Foveaux Street, Surry Hills NSW 2010 Australia.
3 Amendments to Your Agreement
(a) The most recent version of the Terms of Use and the Additional Terms forming Your Agreement will be posted on Our Website. We may amend Your Agreement (including the DesignCrowd Services) at any time. If We believe, acting reasonably, that any changes to these Terms of Use or the Additional Terms are material to You, We will ask for your consent to be bound by the updated terms the next time you log into Your Account.
4 Term
Your Agreement commences on the date on which You set up Your Account and register with Us on Our Website, and continue until Your Account and registration is terminated by You or Us in accordance with these Terms of Use.
5 Transfer of Works and Designer / Creative - Client
(a) Where a Winning Work is selected (for a Multiple Designer Contest) or a Work is approved (for a One Designer / Creative Project for a Paid Project), in each case in accordance with the Additional Terms, You agree to enter into an agreement with the relevant Client (if you are the Designer / Creative) or the Designer / Creative (where you are the Client) in the form set out here to transfer all right, title and interest and all Intellectual Property Rights in the that Work from the Designer / Creative to the Client (Designer / Creative Client Contract).
(b) We are not a party to the Designer / Creative - Client Contract, and to the extent permitted by law are not responsible for, and will have no liability in respect of, any breach of, or failure by the Client or Designer / Creative to perform, the Designer / Creative - Client Contract.
6 Provision of the DesignCrowd Service
(a) We may:
(i) include (including after the termination of Your Agreement) references to and/or use any of the Your Content, Your name(s) and/or profile pictures on Our Website to promote the DesignCrowd Service (and your participation in it);
(ii) refuse to provide the DesignCrowd Service to You (including deny to post any Brief on the DesignCrowd Website) if We reasonably believe Your Content is capable of breaching Your obligations under this Your Agreement; and
(iii) remove, block, not display and/or not store any of Your Content which We reasonably consider to be offensive or inappropriate or otherwise capable of breaching Your obligations under Your Agreement, regardless of whether this material is unlawful.
(b) Without limiting paragraph (a), We may, but are under no obligation to:
(i) moderate or monitor the use of Our Websites or the DesignCrowd Services by Designers / Creatives and Clients, including any of Your Content; or
(ii) review any Community Contest or Brief for accuracy, completeness of information, quality and/or clarity.
7 Use of Our Services
(a) If You are a Designer / Creative, You agree that:
(i) We may make available for sale via the DesignCrowd Service any of Your Content which You make available for sale via the DesignCrowd Service, unless You tell us You do not want Your Content to be made available for sale in this manner; and
(ii) for so long as You make available for sale any of Your Content on Our Website or DesignCrowd Service, You will not make the same content available for sale on any other website.
(b) You must not (and must not permit others to) use Our Website or DesignCrowd Service to:
(i) publish or provide any material that is defamatory, offensive, harassing, indecent, menacing, obscene or illegal;
(ii) violate any applicable laws, or use the DesignCrowd Service for any purpose that is unlawful;
(iii) infringe the Intellectual Property Rights, privacy rights or any other rights of any person;
(iv) attempt to access data about other Client or Designer / Creative or collect or store personal information about other users of the DesignCrowd Service (other than that made available to you via a Brief or Submission);
(v) engage in any other conduct that inhibits any other person from using or enjoying Our Website or the DesignCrowd Service;
(vi) attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide Our Website or the DesignCrowd Service;
(vii) engage in, or fail to engage in, any activity in a manner which will expose Us to any civil or criminal liability;
(viii) engage in misleading or deceptive conduct, or act in a manner that is fraudulent, deceptive or dishonest;
(ix) make available obscene, pornographic, sexually explicit material or provide links to such content; or
(x) otherwise publish or provide access to any content that is:
(A) unsuitable for people under the age of eighteen (18) years old;
(B) seeking to harm or exploit children;
(C) selling or promoting illegal activities, products or services;
(D) promoting a risk or harm or loss or damage to people or property;
(E) discriminatory or encouraging discrimination of any kind.
(c) You must conduct virus scanning and other tests as may be necessary to ensure that any data that is uploaded from, or downloaded to, Our Website or the DesignCrowd Service does not contain any computer virus corrupt files, or any other similar software or programs that may damage the operation of any computer hardware or software. You are solely responsible for the backup of any files in connection with the DesignCrowd Service, including in respect of Briefs, Work(s), Submissions and Requirements.
8 Fees
(a) You must pay us the Fees [and any other charges as contemplated by Your Agreement] at the rates and/or in the manner specified and referred to in Your Agreement.
(b) [Clients and Designers / Creatives acknowledge that DesignCrowd sets the Fees to be charged to Clients. Clients and Designers / Creatives acknowledge that DesignCrowd separately decides on Project Budgets and [Fees]. There is no direct connection between the Fees charged to Clients and any amounts paid to Designers / Creatives in accordance with the Additional Terms.]
(c) We will pay any amounts owed to You to the account information provided by You. You must notify Us as soon as possible in respect of any changes to Your billing and account information.
(d) The payment processing services for goods and/or services purchased on Our Website under Your Agreement are provided by a third party engaged by DesignCrowd Pty. Ltd on behalf of itself or DesignCrowd LLC, or by DesignCrowd LLC directly, depending on the type of payment method used for the purchase of the goods and/or services. In the event You choose to pay for the goods and/or services with credit card in USD, the payment will be processed via an American Acquirer (that is, a US-based financial institution), and these terms will constitute an agreement between You and DesignCrowd LLC. For any other purchases, these terms constitute an agreement between You and DesignCrowd Pty Ltd. All goods and/or services will be delivered by DesignCrowd Pty Ltd.
(e) The Fees are exclusive of GST, VAT and other similar taxes (where applicable) imposed in connection with the supply of goods or services. Without limiting the foregoing, Designers / Creatives and Clients are liable for any taxes, duties or charges imposed in respect of the DesignCrowd Services (other than taxes imposed on Our income). For the avoidance of doubt, if the effect of any tax, duty or charge applied to the Fees is to reduce Our revenue under Your Agreement, the Fees will be grossed up such that Our revenue under Your Agreement is not reduced. Where required, Clients and Designers / Creatives commit to provide sufficient and accurate information for Us to be able to determine appropriate taxes. If a party is entitled under Your Agreement to be reimbursed for any claim or loss incurred in connection with Your Agreement, the reimbursement payment is not required to include any GST component of the claim or loss if that party is able to claim an Input Tax Credit (as that term is defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth)) for that GST component.
(f) All payments must be made in Australian dollars, US dollars, Canadian Dollars, New Zealand Dollars, Singaporean Dollars, British Pounds or Euros. You may select your preferred currency.
(g) Where we make a payment to You following the receipt by Us of payments from another user of the DesignCrowd Service:
(i) We may first seek to verify the legitimacy of any payments We received from the other user;
(ii) if, in Our reasonable opinion, We believe such payments are not legitimate (including, for example, payments made by the unauthorised use of a credit card), then We can retain and deal with such payments in our Own discretion;
(iii) the relevant transaction under which the illegitimate payment was received by Us will be deemed to be void, and We will not be required to make any payment to You as a result (but may, in Our discretion, make a payment to You equal to the whole or part of the amount which would have otherwise been due to You, depending on how we deal with the illegitimate payment); and
(iv) no payment made to Us by a Client will directly create an obligation to hold or distribute any funds on behalf of any Designers / Creatives or Clients.
(h) DesignCrowd does not provide escrow services. DesignCrowd does not, in the regular course of business, hold funds on behalf of any other party. All fees paid to DesignCrowd are the property of DesignCrowd and are paid out to other parties at the discretion of DesignCrowd.
9 Intellectual Property Rights
(a) Subject to paragraph (b), other than in respect of Your Content, right, title and interest in and to Our Websites and DesignCrowd Service and related content is retained by us (or our licensors) and nothing in Your Agreement shall be construed as granting You any right, title and interest in and to any of Our Intellectual Property Rights or any other Intellectual Property Rights owned or controlled by Us, except for the licence referred to in paragraph (c).
(b) For Paid Projects, the ownership of Intellectual Property Rights of Paid Works will be transferred as set out in the Designer / Creative - Client Contract.
(c) We grant You a non-exclusive, royalty-free licence to access and use Our Website and the DesignCrowd Service for the Term.
(d) You grant:
(i) Us a perpetual, worldwide, non-exclusive, royalty-free, transferable licence to use, reproduce, alter, amend, publish and display Your Content for the purposes of and reasonably incidental to the conduct and promotion of the DesignCrowd Services and Your participation in it (including on Our Website and in any press, advertising, marketing or promotional material related to the DesignCrowd Service); and
(ii) if You are a Designer / Creative, Us a right to grant Clients a non-exclusive, royalty-free, transferable licence to reproduce and display the Submissions and submitted Works (including to third parties where required for the purposes of on-selling the Work(s) once transferred to the Client under a Designer / Creative ? Client Contract) prior to (as applicable):
(A) the Deadline for Selecting a Contest Work, for the purposes of assisting in the process of selecting and/or refining the Winning Work; or
(B) the Deadline for Approving the Work, for the purposes of refining a Work for approval (as applicable).
(e) If You are a Client, Upon purchasing any Work and becoming the owner of the rights in the Winning Work pursuant to the Designer / Creative - Client Contract, You grant Us a perpetual, worldwide, non-exclusive, royalty-free, transferrable licence to use, reproduce, alter, amend, publish and display the Work (and all parts thereof) for promotion of DesignCrowd Services (including on Our Website and in any press, advertising, marketing or promotional material related to the DesignCrowd Service).
(f) You must immediately advise Us at copyright@designcrowd.com of any infringement or threatened infringement, unauthorised use, or attack or threatened attack on the validity of any Intellectual Property Rights in connection with Your Content which may come to Your attention, and provide to Us at Your cost such assistance as We may reasonably require in relation thereto.
(g) If you are a Designer / Creative, you must procure from all persons who are authors of copyright material in Your Content, a grant of consent and waiver in respect of any Moral Rights which enable Us (and a Client) to exercise their rights under Your Agreement.
10 Privacy
(a) You may share personal information with Us when You use Our Website and the DesignCrowd Service. By using Our Website and the DesignCrowd Service, You agree to let us collect, store, use, and share Your personal information as outlined in Our privacy policy.
(b) Designer / Creative acknowledges each Client’s rights to privacy and agrees not to disclose the details of any Brief or any Client to any third party (including to any other designer or Client within the DesignCrowd Site).
11 Acknowledgements and Warranties
(a) You warrant, represent and undertake that:
(i) You have the right, power and authority to enter into Your Agreement and grant the rights granted in Your Agreement;
(ii) You will comply with all applicable laws in Your performance of Your rights and obligations under Your Agreement;
(iii) None of Your Content infringes the Intellectual Property Rights or any other rights of any person and you own or have the necessary rights to grant the rights to Your Content and Intellectual Property Rights in accordance with clause 9;
(iv) you have all necessary permissions from all individual(s), if any, appearing in Your Content (including a release signed by the individual(s), or if the individual is a minor, a release signed by the parent or legal guarding of the individual), and that You are not, and will not be, violating any obligations You owe to, or any rights of, any third party;
(v) Your Content is not the subject of any claim, demand, action or legal proceeding or to Your knowledge any potential or pending claim, demand, action or proceeding;
(vi) Your Content is not misleading or deceptive and does not contain material that is obscene, illegal, offensive, defamatory or in any way unsuitable for people under the age of eighteen (18) years old; and
(vii) You are solely responsible for any third party payments or royalties payable in respect of Your Content and that all applicable royalties and licence fees have been paid.
(b) We warrant and represent that:
(i) We have the right, power and authority to enter into Your Agreement; and
(ii) We shall comply with all applicable laws in Our performance of Our rights and obligations under Your Agreement.
12 Liability
(a) Subject to clause 12(d), all guarantees, conditions, warranties, terms and conditions expressed or implied in relation to the supply of the DesignCrowd Services, Our Website or Your Agreement are excluded to the fullest extent permitted by law.
(b) Without limiting clause 12(a) and subject to clause 12(d), while we endeavour to provide a convenient and functional service, we do not guarantee that:
(i) the DesignCrowd Service, Our Website or any content made available on such will meet Your requirements or expectations;
(ii) the use of the DesignCrowd Service, Our Website or any content made available on such will be uninterrupted, timely error free or virus free, or unable to be accessed by hackers, viruses or other harmful components;
(iii) that results that may be obtained from the use of the DesignCrowd Service, Our Website or any content made available on such will be accurate or reliable; and
(iv) any errors in the DesignCrowd Services, Our Websites or any content made available on such will necessarily be corrected.
(c) Our Website and the DesignCrowd Service may contain advertisements and links to websites operated by third parties. Third party links and advertisements are independently operated by the relevant third party and are not a recommendation or endorsement by us. We are not responsible for and make no assurances in relation to the content of these third party advertisements or links including as to their accuracy, completeness, reliability or suitability or the products and services advertised for any purpose.
(d) Our liability for any breach of any statutory guarantee or any condition, warranty or other obligation which is implied or imposed by law which cannot be excluded but can be limited, shall not exceed, if permitted by law, at Our option:
(i) in the case of the supply of goods: (i) the replacement of the goods or the supply of equivalent goods; or (ii) the repair of the goods; or (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (iv) the payment of the cost of having the goods repaired; or
(ii) in the case of the supply of services: (i) the supply of the services again; or (ii) the payment of the cost of having the services supplied again.
For the avoidance of doubt, nothing in Your Agreement excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by any legislation which cannot lawfully be excluded or limited. This may include the Australian Consumer Law that protects the purchasers of goods and services in certain circumstances.
(e) Subject to paragraph 12(d) to the extent permitted by law, We have no control over and do not accept responsibility for Your Content or the acts or omissions of:
(i) Where you are a Client, Designer / Creatives, in relation to the work they are doing for You; and
(ii) Where you are a Designer / Creatives, Clients in relation to the work You are doing for them.
(f) Subject to paragraph 12(d) and to the extent permitted by law, neither party will be liable for any loss of profits, anticipated savings, business, revenue or goodwill, or for any consequential, special, indirect, or exemplary loss or damage whether based in contract, tort (including negligence), under statute or otherwise.
(g) Subject to paragraph 12(d) and to the maximum extent permitted by law, Our maximum aggregate liability to you for all claims arising under or in connection with Our Website and the DesignCrowd Service, whether arising in contract, tort (including negligence) under statute or otherwise is limited to the greater of:
(i) AUD$1,000; and
(ii) the applicable Fees in respect of the Project that gave rise to the relevant loss.
(h) Nothing in this clause 12 limits or excludes a party’s liability for fraud or wilful misconduct, arising under the indemnities in clause 13, or for a breach of section 15.
13 Indemnity
(a) Each party (the Indemnifier) agrees to provide the following indemnity to the other (the Indemnified):
(i) where You are the Indemnifier, in relation to Your Content;
(ii) where We are the Indemnifier, in relation to Our Website and the DesignCrowd Service (other than Your Content or the content provided by other users),
(the Indemnified Materials).
(b) The Indemnifier indemnifies the Indemnified against:
(i) any claim made by any person in connection with any of Your Content (as applicable) including:
(A) from a person’s use of Your Content other than in accordance with this Agreement; or
(B) alleging that the use of any of Your Content in accordance with Your Agreement infringes the Intellectual Property Rights of any person; and
(ii) all loss, damage, liability, costs and expenses (including legal costs) suffered or incurred by the Indemnified Party as a result of such a claim.
14 Suspension or termination
(a) We may immediately suspend or disconnect Your Content or Your access to any of Our Website or the DesignCrowd Services if:
(i) Your payment of undisputed Fees is not made in accordance with clause 8 (Fees); and
(ii) We reasonably believe You are in breach of any other provision of Your Agreement,
until the breach (if capable of remedy) is cured to Our reasonable satisfaction.
(b) You may close Your Account and terminate Your Agreement at any time on written notice to Us.
(c) We may close Your Account and terminate Your Agreement at any time on written notice to You if We have reasonable grounds to suspect that you may be guilty of any dishonesty or serious misconduct in relation to your use of the DesignCrowd Service.
(d) We may close Your Account and terminate Your Agreement by written notice to You where You are in breach of Your Agreement and (if capable of remedy) You have not cured that breach within 15 days of notice by Us to You to so remedy.
(e) Any amounts paid to Us up to and including the date of termination will not be refundable.
(f) If Your Agreement is terminated You must immediately pay to Us all outstanding amounts owing to Us under Your Agreement as at the date of termination.
(g) Termination of Your Agreement will not extinguish or otherwise affect any accrued rights or remedies of either party. The following clauses continue to apply after termination: Clauses 7(a)(i), 6(a)(i), 7, 9 to 18 (inclusive).
(h) If Your account on one of Our Websites is closed then we may close Your account on the other of Our Websites.
15 Confidentiality
(a) A party (the Receiving Party) must keep the Confidential Information of the other party (the Disclosing Party) confidential and may only use the Confidential Information of the Disclosing Party for the purposes of performing its obligations and exercising its rights under these DesignCrowd Terms of Use.
(b) The Disclosing Party must take reasonable steps to protect the Confidential Information of the Disclosing Party against unauthorised use or disclosure and take steps at least as stringent as those used by the Receiving Party to protect its own confidential information.
(c) The Receiving Party may disclose the Disclosing Party’s Confidential Information:
(i) in accordance with any rights granted under these DesignCrowd Terms of Use and to its employees, contractors, agents, related companies, solicitors, auditors, insurers and accountants who need to know such Confidential Information provided that the Receiving Party ensures that those recipients keep such Confidential Information confidential in accordance with this clause;
(ii) to the extent required by law or the rules of any Stock Exchange; or
(iii) with the prior written consent of the Disclosing Party.
(d) On request by the Disclosing Party, the Receiving Party must immediately return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control, except for any Confidential Information which:
(i) needs to be retained for the purpose of actual or potential litigation or other record-keeping purposes; or
(ii) is on back-up or archival storage media, or shared storage systems such as email, and it is not practical to do so.
16 Governing law and dispute resolution
(a) These DesignCrowd Terms of Use are governed by the laws of New South Wales, Australia and the parties submit to the non-exclusive jurisdiction of the courts sitting in New South Wales, Australia.
(b) A party must not commence any arbitration or court proceedings relating to a dispute unless it has complied with the provisions of this clause, except where a party seeks urgent injunctive relief.
(c) If there is a dispute arising out of or in connection with Our Website or these DesignCrowd Terms of Use, then:
(i) the party raising the dispute must first notify the other party in writing of the dispute, and provide sufficient detail to enable the dispute to be considered;
(ii) the parties must discuss or enter into correspondence about the dispute and attempt to resolve it; and
(iii) if the dispute is not resolved within 14 days of when the dispute was first notified, then the dispute is to be resolved in accordance with paragraph (d) and (e).
(d) If You are an Australian resident or a company incorporated in Australia, then any dispute or arising out of or in connection with Our Website or these DesignCrowd Terms of Use will be submitted to arbitration in accordance with, and subject to, the Institute of Arbitrators and Mediators Australia Fast Track Arbitration Rules.
(e) If You are not an Australian resident or a company incorporated outside of Australia, then:
(i) any dispute arising out of or in connection with Our Website or these DesignCrowd Terms of Use will be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “Rules”) by one arbitrator appointed in accordance with the Rules;
(ii) the place of arbitration will be Sydney, Australia;
(iii) the language of the arbitration will be English; and
(iv) any judgment or award rendered by the arbitrator may be entered in any court having jurisdiction to do so including the enforcement of any arbitration award in accordance with the UN Convention on the Recognition and Enforcement of Foreign Arbitral Awards 1958.
17 General
(a) Except as described in clause 3 these DesignCrowd Terms of Use may only be varied in writing signed by or on behalf of each party.
(b) We may assign, novate or otherwise transfer any or all of Our rights or obligations under Your Agreement in connection with a sale of all or part of Our business or for the purposes of internal reorganisation. Otherwise, You must not assign, novate or otherwise transfer Your rights or obligations under Your Agreement without Our prior written consent.
(c) All notices must be in writing and addressed to the relevant party at the address as provided pursuant to Your Agreement.
(d) Each party must take all steps as may be reasonably required by the other party to give effect to the terms of Your Agreement and transactions contemplated by Your Agreement.
(e) Your Agreement supersedes all previous agreements, understandings, negotiations, representations or warranties and contain the entire agreement between the parties with respect to its subject matter. However, nothing in Your Agreement limits or excludes any liability either party may have in connection with any representations or other communications (either oral or written) made prior to or during the term of Your Agreement, where such liability cannot be lawfully excluded (which may include liability under section 18 of the Australian Consumer Law).
(f) A failure or delay to exercise a right, power or remedy does not prevent its further exercise. No waiver of a right, power or remedy under Your Agreement is effective unless it is in writing and signed by the party granting it. It is only effective in the specific instance and for the specific purpose for which it is granted.
(g) The rights of a party under Your Agreement are in addition to and do not exclude or limit any other rights or remedies provided by law.
(h) If any provision of Your Agreement is held to be invalid, illegal or unenforceable, Your Agreement will continue in full force and effect apart from such provision which will be taken to be deleted to the extent it is invalid, illegal or unenforceable.
18 Definitions and interpretation
18.1 Definitions.
(a) In Your Agreement:
Client means a person or entity that registers with Us as a "Client" for the DesignCrowd Service in accordance with Our registration procedure.
Confidential Information means the confidential information of a party which relates to the subject matter of Your Agreement which is not already in the public domain through no breach by the recipient of its obligations of confidentiality owed to the discloser.
Designer / Creative means a person or entity that registers with Us as a "Designer / Creative", or who has previously registered with Us as a “Designer”, in accordance with Our registration procedure.
Designer / Creative - Client Contract has the meaning given in clause 5(a).
Fees means the fees payable for using the DesignCrowd Service, as set out on in the Service Terms and Conditions, as amended from time to time.
GST means applicable goods and services tax or any similar tax.
Intellectual Property Rights means all industrial and intellectual property rights including, but not limited to, copyright, trade marks, patents, circuit layouts, artwork, designs and confidential information and know how.
”Our Website” has the meaning given in clause 1(b).
"Term" means the duration of Your Agreement, as specified in clause 4.
“Your Agreement” has the meaning given in clause 2(a).
“Your Content” means all content and materials uploaded, provided or submitted by You or on Your behalf to Our Website or otherwise in connection with the DesignCrowd Service, including any logos, designs, images, documentation, written and/or audio-visual content, music, recordings, photographs, illustrations, information or specifications.
18.2 Interpretation
The following rules of interpretation apply to Your Agreement unless the context requires otherwise:
(i) headings are for convenience only and do not affect interpretation;
(ii) the singular includes the plural and conversely;
(iii) a gender includes all genders;
(iv) where a word or phrase is defined its other grammatical forms have a corresponding meaning;
(v) the words "such as", "including", "particularly" and similar expressions are not used as nor are intended to be interpreted as words of limitation;
(vi) a reference to a person includes a body corporate, an unincorporated body or other entity and conversely;
(vii) a reference to a clause or schedule is to a clause or schedule to these Terms of Use;
(viii) a reference to any party to Your Agreement or any other agreement or document includes the party's successors and assigns;
(ix) a reference to any agreement or document is to that agreement or document as amended, novated, supplemented, varied or replaced from time to time, where applicable, in accordance with Your Agreement or that other agreement or document;
(x) a reference to any legislation or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and all regulations and statutory instruments issued under it; and
(xi) a reference to conduct includes any omissions, statement or undertaking, whether or not in writing.
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