Written by Agency.Asia
ONLINE ACCESS AGREEMENT AGENCY.ASIA/DESIGNWEEK.ASIA
[Agency.Asia/DesignWeek.Asia] ("Provider") provides a free promotional tool for professional visual artists. and Pro-Portfolio upgrade subscription service to users who have agreed to the terms and conditions stated below.
This Online Access Agreement ("Agreement") is a legal agreement between you and Provider. It states the terms and conditions under which you may access Provider's system and use the online services that Provider makes available through that system ("Service") and use the software necessary to connect to the Service ("Software").
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. BY COMPLETING THE REGISTRATION PROCESS AND USING THE SOFTWARE AND SERVICE, YOU AGREE TO BE LEGALLY BOUND AND TO ABIDE BY THIS AGREEMENT AS IF YOU HAD SIGNED IT. IF YOU DO NOT WISH TO BE BOUND, PLEASE DO NOT BECOME A MEMBER OF DESIGNWEEK.ASIA
2. ACCESS AND LICENSE
(a). Access. Provider hereby grants you access to its system and the right to use the Service subject to the terms of this Agreement.
(b). License. Provider hereby grants you a nonexclusive, personal, nontransferable license to install/use the DesignWeek.Asia platform and functionalities, solely for the purpose of accessing Provider's system and using the DesignWeek.Asia/Agency.Asia Service. You may install and use the platform/software on any computer under your control. You may not (a) modify or otherwise create derivative works, (b) translate, reverse engineer or reverse compile, or disassemble, (c) sell, rent, sublicense, assign, or otherwise transfer, or distribute, the platform or this license.
(c). Permitted Users. You may permit other members of your organization or household to access the Service provided that each such person abides by the terms and conditions of this Agreement. By permitting others to use your account, you assume all risk and liabilities resulting from their use. If you authorize a minor to use your account, you are fully responsible for the online conduct of the minor, for controlling the minor's access to and use of the Service, and for the consequences of any misuse. It is your responsibility to safeguard any personal identification number and password required to access the system. Your right to authorize others to use your account is not assignable or transferable.
(d). You agree not to collect or harvest any personally identifiable information, including account names, from the DesignWeek.Com Website, nor to use the communication systems provided by the Website for any commercial solicitation purposes other than solicitations reasonably necessary to use the Website for its Intended Purpose. You agree not to solicit, for commercial purposes, any users of the Website with respect to their User Submissions other than solicitations reasonably necessary to use the Website for its Intended Purpose.
The Service, Provider's system, and this Agreement may change from time to time. Provider reserves the right, at Provider's sole discretion and without prior notice or liability, to discontinue or alter the Service or any feature of the Service including, without limitation, (a) restricting the time of availability, (b) restricting the availability and/or scope of the Service for certain types of computers and operating systems, (c) restricting the procedures for or amount of access or use permitted, (d) restricting or terminating any user's right to access and use the Service, and (e) changing system hardware and software. Any change is effective immediately upon a posting on the Service, electronic mail, or conventional mail. By continuing to use the Service, you accept any such changes. If any such changes are not acceptable to you, you may terminate this Agreement at any time as described in Section 11.
4. CHARGES AND PAYMENT
(a). Service Fee; Taxes. Provider will charge you a monthly service fee for the Service plus any applicable sales, use, value-added, personal property, or other governmental tax imposed on the Service. Current rates are available online or by telephone or e-mail to Provider's Customer Service. Rate changes are effective 30 days after they have been published online.
(b). Payment. Payment may be made by credit card or PayPal. Provider will automatically bill the monthly service fee to your credit card account on the first day of each month. All fees and charges are nonrefundable and there are no refunds or credits for partially used Payment Periods. We will not increase your cost of service during any existing Payment Period. If your Payment Method reaches its expiration date, your continued use of the service constitutes your authorization for us to continue billing that Payment Method and you remain responsible for any uncollected amounts. You may cancel your subscription at anytime, and cancellation will be effective immediately. All images, books, image captions, book captions, book names, comments and other related account information will be deleted permanently.
5. SYSTEM RULES
(a). You agree to supply Provider with accurate and complete information as specified on the online registration form and to inform Provider promptly of any change in such information. Users must use their full given names and abbreviations, pen-names or nicknames are forbidden
(c). The Platform and any associated Software may only be used for lawful purposes and consistent with the rights of other users and third parties. Without limiting the foregoing, the Service and Software shall not be used in a manner that would violate any law or infringe any copyright, trademark, trade secret, right of publicity, right of privacy, or any other right of any third party, or for the purpose of transmitting or storing material that is obscene or defamatory. You are prohibited from posting on, or transmitting through the Service, any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, racially, ethnically or otherwise objectionable material of any kind, including without limitation any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law.
(d). Provider reserves the right to refuse to provide access to the Service to anyone.
6. DISCLAIMER; LIMITATION OF LIABILITY
THE SERVICE IS PROVIDED ON AN "AS IS", "AS AVAILABLE" BASIS. PROVIDER DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, IN REGARD TO ANY INFORMATION, PRODUCT, OR SERVICE FURNISHED BY IT UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MAXIMUM LIABILITY OF PROVIDER TO ANY USER FOR ANY LOSS, CLAIM, DAMAGE, OR LIABILITY OF ANY KIND, INCLUDING DUE TO PROVIDER'S NEGLIGENCE, SHALL BE LIMITED TO THE AMOUNT PAID BY USER TO PROVIDER DURING THE THREE MONTH PERIOD PRECEDING THE CLAIM.
You agree to indemnify and hold Provider, its officers, directors, moderators, employees, and agents harmless from and against any claims and expenses (including reasonable attorney's fees) arising out of or related to any violation of this Agreement or use of your account.
Electronic mail and other transmissions passing through the Service or over the Internet and through Provider's system are not secure, and Provider cannot guarantee the security or privacy of any of your information or communications. Provider will not intentionally monitor or disclose any private electronic communications except to the extent necessary to identify or resolve system problems or as otherwise permitted or required by law.
9. EDITORIAL CONTROL
(a). You also acknowledge the right of the Agency.Asia & DesignWeek.Asia editorial staff to evaluate and rank its account holders, artists and portfolios, as it deems appropriate. As a result of its editorial activities, some users of the Website may achieve greater or lesser exposure, and by using the Website, you acknowledge the possibility of this outcome. (b). Provider reserves the right to monitor transmissions, other than private electronic communications, as necessary to provide service and otherwise to protect the rights and property of Provider. Notwithstanding the foregoing, Provider does not have the practical ability to restrict conduct, communication, or content that might violate this Agreement before transmission on the Service, nor can Provider assume any liability for any action or inaction with respect to such conduct, communication, or content.
10. PROPRIETARY RIGHTS
(a). Software/Platform. The Software/Platform and any accompanying documentation and written materials are the sole and exclusive property of Provider or its licensor and are protected by copyright and trade secret law and international treaties.
(b). Content. You acknowledge that the Service contains information, software, photos, video, graphics, sound, music, and other material ("Content") that are protected by copyright, trademark, trade secret, and other intellectual property law and that the rights in such Content are valid and protected in all forms, media, and technologies that now exist or that may be developed in the future. You may not modify, publish, distribute, transmit, transfer or sell, create derivative works, or in any way exploit any of the Content, in whole or in part. If no specific restrictions are displayed, you may make copies of portions of the Content, including material protected by copyright, trademark, or other proprietary rights, provided the copies are made for your personal use and that you maintain any copyright, trademark, or other proprietary rights notices on the copies of the Content. Except as stated immediately above or as permitted by the fair use provision of U.S. copyright law, you may not upload, post, reproduce, or distribute any Content protected by copyright or other proprietary rights without the permission of DesignWeek.Asia and the copyright owner.
(c). Third Party Content and Services.
(1). You may only upload or otherwise distribute via the Service Content that is not subject to any copyright or other proprietary rights protection or for which you have the owner's express authorization for such online distribution. The unauthorized uploading or distribution of copyrighted or other proprietary Content constitutes a breach of this Agreement, and could subject you to criminal prosecution, personal liability for any damages arising from any infringement, and to termination of this Agreement. By uploading Content to the Service in any area that is generally accessible to other users, you automatically grant or warrant that the owner of the Content has expressly granted Provider the royalty-free, perpetual, irrevocable, nonexclusive right and license to use, reproduce, modify, adapt, publish, translate, distribute, and transmit the Content, in whole or in part, worldwide and/or to incorporate it in other works in any form, media, or technology, now known or that may be developed in the future, for the full term of any copyright, including renewals thereof, that may exist in such content. You also grant or warrant that the owner of the Content grants to other users the right and license to access, view, store, or reproduce the Content for that user's personal use. Subject to the foregoing, the owner of the Content uploaded or distributed on the Service retains all rights that may exist in such Content.
(2). Provider is an aggregator of visual design and not a publisher of Content supplied by third parties and users. Accordingly, DesignWeek.Asia has no more editorial control over such Content than does a public library, bookstore, or newsstand. Any opinions, advice, statements, services, offers, or other Content expressed or made available by third parties are those of the respective authors, owners, or distributors and not of DesignWeek.Asia. In no event will DesignWeek.Asia be liable for any loss or damage caused by a user's reliance on Content obtained through the Service. It is your responsibility to evaluate the accuracy, completeness, or usefulness of any information, advice, opinion, or any other Content available through the Service.
(3). The Service may permit you to receive information and order and receive merchandise and services directly from businesses that are not owned or operated by DesignWeek.Asia. The purchase, payment, warranty, delivery, and any other terms concerning such information, merchandise, and services are solely between you and such businesses.
(a). For Any Reason. Either you or DesignWeek.Asia may terminate this Agreement for any reason at any time by giving the other party notice of termination. Such termination shall be effective upon receipt of notice.
(b). For Cause. DesignWeek.Asia may terminate this Agreement without notice for any conduct that DesignWeek.Asia believes in its sole discretion violates this Agreement, interferes with other users' use of the Service, or is otherwise inappropriate.
(c). Effect of Termination. Upon termination, your license to use the Platform automatically terminates, and DesignWeek.Asia will delete all data, files, or other information stored in your account. In the event of termination, you remain bound by all sections of this Agreement. Monthly service fees and any prepaid charges will not be refunded or prorated.
12. LEGAL NOTICES (a). Pricing Information. Current rates for using the upgraded Pro-Portfolio Service are advertised onsite. DesignWeek.Asia reserves the right to add, delete, or change fees or charges at any time upon notice as provided in this Agreement.
(a). Choice of Law. This Agreement and its validity, construction, and performance shall be governed in all respects by the laws of the Commonwealth of Australia without regard to its choice of law rules. (b). If you are a registered user of the Website, you affirm that you are more than 18 years of age and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service.
(c). No Waiver. DesignWeek.Asia 's failure to insist upon strict performance of any of the provisions of this Agreement shall in no way constitute a waiver of future violations of the same or any other provision.
(d). Modification. This Agreement shall not be modified in any way except by a writing signed by both parties – or by publication on the website effective immediately.
(e). Severability. If any provision or portion of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remainder of this Agreement shall not in any way be affected or impaired thereby. (f). Survival. The provisions of this Agreement relating to confidentiality, warranties, and indemnification shall survive any termination or expiration of this Agreement. (g). Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to its subject matter and supersedes all existing agreements and all oral, written, or other communications between them concerning its subject matter.
DesignWeek.Asia/Agency.Asia January 1st 2009