Effective Date: January 1, 2014
iDesign Street reserves the right to add, delete and/or modify any of the terms and conditions contained in this TOS, at any time and in its sole discretion. Any change notice or new agreement will be posted publicly on the iDesign Street Website, and/or through use of email, newsletters, and/or other electronic message systems. If any modification is unacceptable to you, your only recourse is to not use the Website and the iDesign Street Service. Your continued use of the iDesign Street Website following posting of a change notice or new TOS on the iDesign Street Website will constitute binding acceptance of the changes.
Table of Contents
- The iDesign Street Service
- Use of the Web Website and iDesign Street Service
- General Rules
- Design-and-Buy General Rules and License
- Reservation of Rights
- Comments and Submissions
- Representations and Warranties
- Disclaimers and Exclusions
- Limitation of Liability
- Term; Termination
- Entire TOS; Interpretation
- Governing Law and Venue
- Independent Contractors
1.1 iDesign Street Affiliate and Storekeeper Programs. iDesign Street users may: (i) purchase Products with designs created by other users, (ii) create and purchase individual Products for their own use, (iii) create and sell Products through the iDesign Street Service, (iv) become affiliates and set up external websites that assist in the sales of iDesign Street Products, or (v) any combination of the preceding.
1.2 Affiliates. Users who would like to assist in the selling of Products through the iDesign Street Affiliate Program must enter into this TOS and the Affiliate Operating Agreement, which is hereby incorporated by reference in this TOS; such users are known as “Affiliates”.
1.3 Storekeepers. Users who would like to sell Products through the iDesign Street Storekeeper Program must enter into this TOS and the Design/Content Owner Service Agreement, which is hereby incorporated by reference in this TOS; such users are known as “Storekeepers”.
1.4 Storekeepers are also Affiliates. Although Storekeepers are automatically enrolled in the Affiliate Program, restrictions may apply; see the Affiliate Operating Agreement for details. Affiliates may enroll in the Storekeeper Program at any time.
2. Use of the Web Website and iDesign Street Service.
2.1 Compliance with TOS and Applicable Law. You must comply with all of the terms and conditions of the iDesign WTUA and this TOS, the applicable agreements and policies referred to below, and all applicable laws, regulations and rules when you use the iDesign Street Service and the Website.
2.2 Inclusions. You are subject to all the intellectual property rights, limited licenses, and third-party service conditions as found and defined in Sections 2.3.1, 2.3.2, 2.3.3, and 2.4 of the WTUA, which are hereby incorporated by reference in this Sales Agreement. For information regarding your intellectual property rights, please see Section 4.3 below.
3. General Rules.
3.3 Ordering Policies. If you purchase Products, you agree to do so in accordance with iDesign Street’s WTUA and SA, which are hereby incorporated by reference in this TOS. Title to the Products you purchase passes to you when the Products are delivered to the common carrier.
4. Design-and-Buy General Rules and License.
4.1 Description. As part of the iDesign Street Service, iDesign Street offers a service (the “Design-and-Buy Service”, “DBS”) that allows you to upload images, video, audio, data, and other content (collectively, “Design/Content”) to the Website to create, produce, and purchase Products featuring the uploaded Design/Content for your private use.
4.2 Delivery of Designs/Content. You will upload or deliver to iDesign Street all Designs/Content that you want to use with the Design & Purchase Service in accordance with the applicable instructions on the Website and the Design/Content Usage Policy (“DCUP”). iDesign Street may, in its sole and exclusive discretion, determine whether any Design/Content complies with such instructions and is satisfactory for use with the Design & Purchase Service. You are subject to all of the rights, responsibilities, and restrictions with respect to any Design/Content as are found in Sections 3, 4, and 5 of the Design/Content Owner Service Agreement (“DCOSA”), which is hereby incorporated by reference in this TOS.
4.3 Licensing Your Design/Content to iDesign Street. You will retain ownership of the Design/Content that you upload to the Website. You hereby grant to iDesign Street a royalty-free, worldwide, transferable, nonexclusive, right and license to use such Design/Content, in all media existing now or created in the future, as iDesign Street deems necessary to enable you to use the Design-and-Buy Service to create, produce, and purchase Products. iDesign Street may sublicense the rights that you grant it in this Section to a third party subcontractor only for purposes of providing the iDesign Street Service, processing your order, and producing and shipping your Products.
5. Reservation of Rights.
5.1 Monitoring. iDesign Street reserves the right, but does not assume the obligation, to monitor transactions and communications that occur through the Website. If iDesign Street determines, in its sole and absolute discretion, that you or another iDesign Street user will breach a term or condition of this TOS, or that such transaction or communication is inappropriate, iDesign Street may cancel such transaction or take any other action to restrict access to or the availability of any material that may be considered objectionable, without any liability to you or any third party.
5.2 Modification of the Service. iDesign Street reserves the right to modify the organization, structure or “look and feel” of the iDesign Street Service or the Website, and may change, suspend, or discontinue any aspect of the iDesign Street Service at any time without any liability to you or any third party. iDesign Street shall have complete discretion over the features, functions, prices, and other terms and conditions on which the iDesign Street Service is offered to iDesign Street users.
6. Comments and Submissions.
6.1 Inclusions. You are subject to all of the comment and submission rules found in Section 11 of the WTUA, which is hereby incorporated by reference in this TOS.
6.2 Submitted Designs and Content. This Section does not apply to your Design/Content that you use in connection with the Design-and-Buy Service.
7. Representations and Warranties.
7.1 Mutual Representations and Warranties. You represent and warrant to iDesign Street and iDesign Street represents and warrants to you: (i) that you or it has the full power and authority to enter into and perform under this TOS; (ii) the execution and performance of your or its obligations under this TOS does not constitute a breach of or conflict with any other agreement or arrangement by which you or it is bound; and (iii) this TOS is a legal, valid, and binding obligation of the party entering into this TOS, enforceable in accordance with its terms and conditions.
7.2 By You. You represent and warrant to iDesign Street that, in your use of the iDesign Street Service, you: (i) will not infringe the copyright, trademark, patent, trade secret, right of privacy, right of publicity or other legal right of any third party; and (ii) will not violate any applicable laws, rules, and regulations, including, without limitation, by exploiting images or the likeness of minors. You further represent and warrant to iDesign Street that: (i) there are no claims, demands, or any form of litigation pending, or to the best of your knowledge, threatened with respect to any of your Design/Content; (ii) iDesign Street will not be required to make any payments to any third party in connection with its use of your Design/Content, except for the expenses that iDesign Street incurs in providing the iDesign Street Service; (iii) the use of any instructions, formulae, recommendations, or the like contained in your Design/Content will not cause injury to any third party; and (iv) your Design/Content does not contain viruses or any other programs or technology designed to disrupt or damage any software or hardware.
You are subject to all of the indemnifications found in Section 12 of the WTUA, which are hereby incorporated by reference in this TOS.
9. Disclaimers and Exclusions.
You are subject to all of the disclaimers and exclusions found in Section 13 of the WTUA which are hereby incorporated by reference in this TOS.
10. Limitation of Liability.
10.1 Inclusions. You are subject to all of the conditions and limitations of liability found in Section 14 of the WTUA, which are hereby incorporated by reference in this TOS.
10.2 Liability. Except for a breach of a party’s representations and warranties under this TOS or in connection with your indemnity obligations under this TOS, in no event will the liability of either party in connection with this Agreement exceed the greater of (i) the amount paid by iDesign Street to you during the six months immediately preceding the event that gives rise to such liability or (ii) $50.
11. Term; Termination.
11.1 Inclusions. You are subject to all of the terms and terminations found in Section 19 of the WTUA, which are hereby incorporated by reference in this TOS.
11.2 Termination. In its sole discretion, with or without notice to you, iDesign Street may: (i) suspend, limit your access to, or terminate your account; (ii) remove any of your Design/Content from iDesign Street’s servers and directories; (iii) remove any of your Stores, Products, or Design/Content from iDesign Street’s servers and directories, and/or (iv) block your IP address or otherwise prohibit you from opening any new Stores or otherwise using the iDesign Street Service and/or the Website.
11.3 Survival. Notwithstanding Section 11.2 above, this TOS will survive indefinitely unless and until iDesign Street chooses to terminate this TOS.
11.4 Effect of Termination. If you or iDesign Street suspend or terminate your Account, iDesign Street may, without being liable to you or any third party: (i) delete any Design/Content or other materials relating to your use of the DCOS, (ii) not allow you to access your Stores or create, produce, market, or sell Products. In the event you or iDesign Street terminate your Account: (a) you must immediately remove all links to the Website from any websites you operate and cease representing yourself as a user of our DCOS or Affiliate Program; (b) any Designs/Content currently in the order process will be retained until such orders are completed; (c) any Designs/Content currently being used in promotional materials for the iDesign Street company or website will be retained until such promotions are completed; and (d) your Designs/Content will be blocked from sales as soon as is practicable, except as provided in the preceding sections (b).
This TOS is not assignable or transferable by you without the prior written consent of iDesign Street.
14. Entire TOS; Interpretation.
Inclusions. You are subject to the “Entire WTUA; Interpretation” terms and conditions as found and defined in Section 16 of the WTUA, which is hereby incorporated by reference in this TOS.
Inclusions. You are subject to the Severability terms and conditions as found and defined in Section 17 of the WTUA, which is hereby incorporated by reference in this TOS.
16. Governing Law and Venue.
Inclusions. You are subject to the Governing Law and Venue terms and conditions as found and defined in Section 18 of the WTUA, which is hereby incorporated by reference in this TOS.
Inclusions. You are subject to the Waiver terms and conditions as found and defined in Section 20 of the WTUA, which is hereby incorporated by reference in this TOS.
18. Independent Contractors.
You and iDesign Street are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this TOS.