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LogoGround.com User Agreement This User Agreement describes the terms on which Graphics Factory CC (“Graphics Factory”, “LogoGround”, “we”, “us”), a South African Closed Corporation with its principal place of business in Pretoria, South Africa, offers you (“you” or “your”) access to the LogoGround.com web site and service ("Site"). By visiting LogoGround.com or making use of the services available on LogoGround.com you are agreeing in full to the terms and conditions set out below as well as the terms and conditions in any policy documents linked to from this document (collectively, the “Agreement”). If you do not agree to any of the terms in this Agreement, please do not use this Site. This Agreement is effective on 3 May 2011. Your continued use of the Site after this date will signify your acceptance of this Agreement. 1. Eligibility Only parties that can lawfully enter into legal contracts may use the LogoGround web site and services. By making use of LogoGround.com you expressly represent to us that you are at least over the age of eighteen (18) years old and that you may lawfully enter into and form binding contracts, conditions, obligations, affirmations, representations and warranties. We reserve the right in our sole discretion to refuse, suspend, or terminate service to anyone. 2. Use Of The Site You hereby agree that you will use the LogoGround web site and any related services only for lawful purposes. Specifically you agree that you will not:
We reserve the right to report any unlawful or fraudulent conduct to law enforcement, and we will cooperate with law enforcement to ensure that violators are prosecuted to the fullest extent of the law. We reserve the right to, at our sole discretion and at the FIRST VIOLATION, remove all logos uploaded by a designer, confiscate all funds in a designer's account, close the account and permanently block the designer from using the Site should that designer sell or attempt to sell
You hereby agree and give permission that your funds confiscated in this manner and for this reason shall be used to issue refunds to clients where appropriate and the remainder shall be distributed among the rest of the designers registered with LogoGround.com and you waive all rights or claims against LogoGround or other users in connection with such funds. 3. Reservation of Rights We retain the right, but do not have an obligation, in our sole discretion, to stop any project or transaction or to remove any user submitted material, at any point, for any reason. We retain the right, but do not have an obligation, in our sole discretion, to prevent access to our Site at any point, for any reason. LogoGround does not endorse any logo submitted by designers to the Site. While each logo is approved by LogoGround before it is published on the site, LogoGround cannot and does not guarantee that such logos are not in violation of existing copyrights, intellectual property rights, trademarks, trade names or any other third party rights to the material. LogoGround does not endorse any opinion, advice or recommendation expressed by users. LogoGround expressly disclaims any and all liability in connection with content submitted to it by its users, even when such material was approved for publication by LogoGround. We retain the right, but do not have an obligation, in our sole discretion, to reject user-submitted content, at any point, for any reason. We will not be obligated to offer a reason or explanation for our decision to accept or reject user-submitted content. We retain the right, but do not have an obligation, in our sole discretion, to remove or reject user-submitted content at any point after it was initially accepted for publication on the Site. We will not be obligated to offer a reason or explanation for our decision. 4. Legal Relationships and Obligations 4.1 LogoGround is a venue for logo designers to sell their original work. We do not participate directly. We may however from time to time, where expressly stated, use LogoGround ourselves to buy or sell logos. 4.2 When the buyer purchases a logo design, the designer who contributed that design is obligated to deliver the logo in at least EPS and JPG format. The designer is not obligated to make changes to the logo, in which case a LogoGround staff designer will work with the client to complete changes and deliver the final logo. In such cases the designer will forfeit a percentage of the sales price as determined by LogoGround. 4.3 Designers agree to our standard one (1) business-day (Monday thru Friday) turnaround for changes to a logo. If you fail to adhere to the one (1) business-day turnaround, LogoGround will have the authority to task staff designers to work on your logo on your behalf and you will forfeit a percentage of the sales price as determined by LogoGround. 4.4 If you buy a logo, you agree to complete any changes to the logo within thirty (30) days of the sale. Changes requested after this deadline may incur additional charges. Designers will be obligated to continue working on logos past this deadline, provided that the buyer pays additional fees as determined by LogoGround. Any additional fees will be divided in the same ratio as the original payment. 4.5 You agree LogoGround has the right to take such actions as it, in its sole discretion deems necessary to protect itself, the integrity of its systems and its reputation, including without limitation suspension, termination, confiscation of funds and/or legal actions. 4.6 Each member is solely responsible for satisfying all tax, governmental reporting and any other legal requirements in their own countries/jurisdictions. 4.7 No agency, employee-employer relationship, joint venture, franchise or partnership is intended or created by this Agreement. 4.8 You hereby agree that you are solely responsible for any content that you upload to the Site and any consequences of uploading such content. By uploading logo designs or any other content to the Site you affirm, represent and/or warrant that you are legally entitled to share and sell such content. LogoGround will, at the first offence, close your account, delete all your work from our Site and/or databases, confiscate any funds in your account and permanently block you from selling logo designs at the Site, should you be found to, at the sole discretion of LogoGround, offer for sale any material that you are not legally entitled to sell. 4.9 Money owed by LogoGround to designers will be paid monthly in arrears. Payments are currently processed through the PayPal service only. Payments we can not make through the PayPal service are moved over to the next month. If we are unable to pay you or contact you at your email address on file for a period of six months after payment is due to you, your account may be considered abandoned and may be closed. When an account is closed, any logos associated with the account are deleted and any funds in the account are forfeited. Users are urged to keep their contact information and PayPal information on file at LogoGround up to date at all times. 5. Fees 5.1 There is no cost to browsing the Site or selling logo designs on the Site. LogoGround charges fees to the client when the client elects to purchase a product or service from the Site. 5.2 Designers agree that the price of each logo displayed on the Site shall be the full price, including any processing fees and commissions. At no point shall additional compensation or royalties of any kind be due to you by LogoGround or by the buyer of the logo. 6. Warranty Disclaimer YOU AGREE THAT YOUR USE OF THIS SITE SHALL BE AT YOUR SOLE RISK. THIS SITE AND THE SERVICES PROVIDED BY US ARE PROVIDED ”AS IS,” AS AVAILABLE, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE SITE BY ANY THIRD PARTY. WE CANNOT GUARANTEE CONTINUOUS OR SECURE ACCESS TO OUR SERVICES OR THAT THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS. OPERATION OF THE SITE MAY BE AFFECTED BY FACTORS OUTSIDE OF OUR CONTROL. TO THE FULLEST EXTENT LEGALLY PERMITTED, LOGOGROUND, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS DISCLAIM AND EXCLUDE ALL IMPLIED WARRANTIES, TERMS AND CONDITIONS, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, WHICH YOU RECEIVE FROM US OR THROUGH THE USE OF OUR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. 7. Release of Liability You will not hold LogoGround, its officers, directors, employees or agents responsible for the actions of other users on the Site, including any content uploaded by other users. You acknowledge that LogoGround does not function as a traditional auctioneer and that LogoGround does not verify that all user uploaded material is safe to download. You acknowledge the potential danger inherent in downloading material from the Internet and agree that any material that you download from LogoGround, including but not limited to material that you paid for, shall be downloaded at your own risk. The LogoGround Site is offered solely as a venue to allow designers from anywhere to sell their logo designs to clients from anywhere. We have no control over and do not guarantee the quality, safety or legality of any product or service offered on the Site, the accuracy of any user information published on the Site, the ability of any designer to deliver services offered or that any member will complete a transaction. Each designer and client must look solely to each other for performance of the rights and obligations stipulated in this Agreement. LogoGround may, but is not obligated to, task staff designers at its sole discretion to complete design work where designers fail to complete such design work within the requirements set by LogoGround. In such cases the designer shall forfeit part of their remuneration as determined by LogoGround. If you have a dispute with another member of LogoGround you hereby release LogoGround, its officers, directors, agents, subsidiaries, joint ventures, parent company, and employees from claims, demands and damages, actual and consequential, of any nature, known and unknown, arising out of such dispute or in any way whatsoever connected with such dispute. You will not hold us liable to you or any other member for any special, indirect, consequential or punitive damages pursuant to this agreement, including but not limited to loss of profits, loss of business opportunities, loss of goodwill or of reputation even where LogoGround was specifically advised of the possibility of such damages. LogoGround is offered from and controlled from Gauteng, South Africa. We can not and do not guarantee that the Site will be available or suitable in any other jurisdiction or that our content, processes, methods and agreements will be lawful in all jurisdictions. Those users who access the site from other jurisdictions are solely responsible to comply with local laws. Notwithstanding any other provision or clause contained in this Agreement, in no event will our liability to you exceed the greater of (i) R1,000 (ZAR) or (ii) the total fees paid by you to LogoGround in the three months preceding the event or action that gave rise to the liability. 8. Indemnity You agree to defend, hold harmless and indemnify LogoGround, its officers, directors, employees, related companies, affiliates and agents from and against any loss, damage, cost, expense or any other liability (including reasonable attorney's fees) incurred by us from or against any loss, damage, cost, expense, claim, demand or action brought against us by a third party in connection with your use of the Site, including any use through your user account and including any payment obligations incurred through the use of the Site. This defense and indemnification will survive this Agreement and your use of the Site. 9. Intellectual Property Copyright to any logo posted on the Site shall remain that of the designer who created the logo. Once a logo is sold, the copyright shall transfer automatically to the client. The designer shall make no further claims of copyright nor charge any additional fees with relation to the logo or the use thereof after the logo was purchased. Both the designer who originally created the logo and LogoGround shall have a worldwide, perpetual, non-exclusive, royalty-free, sublicenseable and transferable license to display sold logos in their respective portfolios, in any medium they choose. When you submit content to the site you grant us a worldwide, perpetual, non-exclusive, royalty-free, sublicenseable and transferable license to display such content on the Site or any other media and to, at our sole discretion, create derivative works of the content in order to meet client requirements when a sale takes place. You may not reproduce any of the content on the Site, including but not limited to logos uploaded by users, in any medium, for any purpose, without the prior written consent from LogoGround, its legal representative or the owner of the content in the case of user submitted content. It is possible to place an order for a logo while one or more other users are in the process of ordering the same logo. In such cases LogoGround shall refund all except the first order to reach us. Once a transaction completes the purchased logo is no longer for sale. You may not reverse engineer or attempt to reverse engineer any part of the Site or the LogoGround systems and processes. The LogoGround name and logo are trademarks of Graphics Factory CC. User submitted content, including but not limited to logos offered for sale, are the property of and may be trademarks of the respective users. This Agreement prohibits users from uploading content that infringe on any third party rights. Knowing this, however, it is the buyer's responsibility to conduct the appropriate research to confirm that the logo he or she is purchasing is not in use and/or does not fall under a third party's patent, trademark or other proprietary right. If you believe that your rights have been violated by any material posted by a LogoGround user, please notify us at the following link: Violations 10. Notices We will communicate with you using your email address on file or by posting communications on the Site. The email address on file is the email address provided during the registration process and may be updated by the user under Email Preferences. You agree to receive communications from us electronically and you agree that such communications will satisfy any legal requirement that such communications be in writing. Any communications emailed to you will be considered to have been received 1 (one) day after it was sent. Any legal notice delivered to you via email will be considered to have been received 3 (three) days after it was sent. Any notices to us intended to have a legal effect concerning this Agreement must be delivered in writing to Legal Officer, Notices to LogoGround are deemed effective upon receipt. 11. Dispute Resolution You agree to resolve any dispute, claim or controversy at law between you and us in accordance with this section entitled "Dispute Resolution". You further agree to contact us directly before resorting to any of the alternatives stated here. This Agreement in its entirety is governed by the laws of South Africa. You agree that any claim or dispute you may have against or with LogoGround will be resolved by a court located in South Africa. Any cause of action you may have with respect to LogoGround must be commenced within 30 (thirty) days after it arises, or the cause of action is barred. Should you file a claim contrary to this section entitled "Dispute Resolution" we will be entitled to recover attorney's fees and costs from you up to R20,000 ZAR, provided that we have notified you of the improperly filed claim and that you have failed to promptly withdraw the claim. 12. Termination This Agreement shall become effective upon your use of the Site and shall continue until terminated in accordance with the terms of this section. Either party may terminate this Agreement at any time upon written notice to the other party. This Agreement will also automatically terminate when your user account is closed. After termination of this Agreement you will remain obligated to pay any money due by you to us or to another member. When your user account is closed we may permanently delete any data associated with your account. 13. Supporting Documents The following documents form part of this Agreement: We reserve the right to change these documents at our discretion. Changes will be posted on the Site and will become effective immediately. 14. General We may revise this Agreement at any time. Changes to the Agreement will become effective when they are posted on the Site. It is your responsibility to review the notice and any changes. Your continued use of the Site and our services following changes to the agreement will constitute your acceptance of the revised Agreement. If you do not agree to the revised Agreement, do not continue to use the Site or our services. You are solely responsible for compliance with local laws, keeping in mind that this service is based in South Africa and that accessing this site and its contents may not be legal for all persons in all countries. No delay or omission by us in exercising our rights or remedies under this Agreement will be construed as a waiver of such rights or remedies. Any single or partial exercise of a right or remedy shall not preclude further exercise of rights or remedies. If any part of this Agreement is found to be unenforceable, the unenforceable part will be given effect to the greatest extent possible and the remainder of the Agreement will remain in full force and effect. You will not transfer or delegate your rights, responsibilities or your account without prior written consent from us. We may assign this Agreement without restriction. This Agreement comprises the entire agreement between you and us and shall supersede any prior agreement between the parties. 15. Headings and Highlighting The boldface headings, boldface text and text color(s) used in this Agreement are intended to aid legibility only and shall have no binding effect.
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