Terms
and Conditions of Use
By using Logo Tree Design, and signing up as a Client,
you agree to be legally bound by these Terms and Conditions,
including those terms and conditions incorporated by reference.
Please read these terms carefully. If you do not accept
these Terms and Conditions stated here without modification,
you may not use the Logo Tree Design service. Logo Tree
Design may revise these Terms and Conditions at any time
by updating this posting. You should visit this page periodically
to review the Terms and Conditions, because they are binding
on you. In these Terms and Conditions, Logo Tree Design,
the Logo Tree Design service, all services related to it,
and all text, images, photographs, user interface, "look"
and "feel", data and other content included in
it from time to time (including, without limitation, the
selection, coordination and arrangement of such content)
are referred to as the "Web Site" or “Service.”
Logo Tree Design is a registered trademark, a Canadian Corporation.
1. Web Site Generally.
(a) Description. The Logo Tree Design Service is an online
offering where individuals or entities that have signed
up with Logo Tree Design as clients (each, a "Client")
can post specific assignments and project descriptions,
including illustrative samples or other media, (each, a
"Creative Brief"), revise those Creative Briefs
(“Revision Brief”) and obtain responses (each,
a "Response") to those Creative Briefs or Revision
Briefs from designers retained by Logo Tree Design (“Members”).
Clients will be provided the Service according to the Packages
chosen by Client as detailed in Section 1(g). Client’s
Responses will be created iteratively through a drafting
cycle of Creative Briefs, Revision Briefs and Responses,
ultimately resulting in a final Response to Client’s
various Creative and Revision Briefs.
(b) Creative Brief and Responses. Each Client is solely
responsible for preparing and
posting detailed descriptions of each of its Creative Briefs,
including providing samples illustrating Client’s
Creative Brief (“Samples”), the applicable deadline,
and other relevant terms and conditions. For each Response
that the Client wants to a Creative Brief, a term sheet
(a "Term Sheet") will be generated that will contain,
and be subject to, the terms and conditions established by the Client for the Creative
or Revision Brief, including the deadlines and any terms
or conditions required by Client. Logo Tree Design is under
no obligation to review a Creative or Revision Brief or
Term Sheet for any purpose, including accuracy, completeness
of information, quality or clarity. Logo Tree Design may
decide, in its sole discretion, to deny a Creative or Revision
Brief, or a Term Sheet.
(c) When Logo Tree Design provides a Response to a Client,
the Client shall review the Response.If a Client fails to
inform Logo Tree Design that the Response is not reasonably
responsive to the Term Sheet or Creative Brief within 30
days, the Client will be deemed to have accepted the Response.
If a Client notifies Logo Tree Design that the Client
thinks a Response is not reasonably responsive to the Creative Brief, the Client shall
submit information regarding amendments or modification to
be made to the initial Response (“Revision Brief”).
After providing a Revision Brief, Client will be provided
a subsequent Response that conforms with the additional criteria
requested by Client.
(d) Responses. Logo Tree Design is not responsible for the
content of Responses developed to the extent that such responses
are based in conformity with Client’s Creative or Revision
Briefs.
(e) Revisions. Revisions generally consist of 2-6 additional
compositions that incorporate changes requested by the Client
in the Revision Brief. The purpose of the revision process
is to create Responses that move forward in a specific direction
as determined by the Client. The Client may request significant
changes in the 1st and 2nd revision, and the Responses might
be quite different in nature from the original version chosen.
By the 3rd revision request, Client’s requests shall
be modifications of the then current version only. Revision
requests that depart from the current composition will be
honored and completed in the same timely manner, however;
Logo Tree Design reserves the right to charge $150.00 for each
such Revision. No revision work, which requires payment, will
be started without authorization from Client.
(f) Client Accounts.
a. Payment. Clients registering for the Service must pay for
the Service via credit card, or other payment method expressly
authorized by Star Media Communications INC. through Logo
Tree Design, at the time of registration for the Service.
Clients will be charged for the Package(s) selected. If Client
pays its account by credit card, Client will be required to
provide a valid credit card number and your credit card billing
address when they register as a Client. Logo Tree Design will
email Client a receipt for the transactions for which Client
is billed. Our fee policy for Clients may change and we may
decide to impose additional fees on Clients at any time. Such
fees will not, however, apply to sevices submitted before
such change in fees by Logo Tree Design.
c. Service duration. Client agrees to provide timely responses to Logo Tree Design after receiving status notifications from Logo Tree Design. Client shall have 30 days to respond to each set of Responses submitted to Client for review. If after 30 days the Client has failed to so respond, Logo Tree Design will assume the Service complete and the Service shall be deemed to be complete. At such time, Logo Tree Design shall have no further obligation to Client, and Client shall pay Logo Tree Design all fees and expenses associated with work performed by Logo Tree Design..
2. Eligibility, Access, Use and Service.
(a) (a) Eligibility Requirements. To register as a Client,
you must be an entity in good standing or if an individual
at least 18 years of age, agree to these Terms and Conditions
and the Privacy Policy, and complete the registration procedure.
By registering as a Client, you represent and warrant that
you meet these eligibility requirements, that the information
you include as part of the registration process is complete
and accurate and, if you are registering on behalf of an entity,
that you are authorized to bind that entity to these Terms
and Conditions. LogoTree may accept or reject your registration
in its sole discretion. The Service is not directed to children.
(b) Authorization to Use; Permitted Uses. You may access and
use the Service solely in accordance with the Terms and Conditions
and any posted policies and procedures that appear on the
Web Site. You may provide Creative Briefs and obtain Responses
only if you register as a Client. Any use of the Web Site
is at your sole risk and responsibility. Subject to the Terms
and Conditions, you may (i) display the Web Site on an internet
access device, and (ii) on an occasional, infrequent and ad
hoc basis, and only in circumstances that constitute "fair
use" under Canadian and United States copyright law,
print copies of insubstantial portions of the Web Site. Except
as expressly authorized by the foregoing sentence and as otherwise
permitted herein, you may not display or print the Web Site
and in no event may you broadcast, circulate, distribute,
download, perform, publish, rent, reproduce, sell, store,
transmit or create decorative works from the Web Site.
(c) Prohibited Uses Generally. You are required to comply
with all applicable laws (including, without limitation, any
applicable export controls) in connection with your use of
the Service, and such further limitations as may be set forth
in any written or on-screen notice from LogoTree. Without
limiting the foregoing, you agree not to transmit, distribute,
post, communicate or store information or other material on,
to or through the Web Site that (i) is copyrighted, unless
you are the copyright owner; (ii) reveals trade secrets, unless
you own them; (iii) infringes on any other intellectual property
rights of others or on the privacy or publicity rights of
others; (iv) is obscene, defamatory, threatening, harassing,
abusive, hateful, or embarrassing to any other person or entity;
(v) is sexually-explicit; (vi) constitutes advertisements
or solicitations of business, chain letters or pyramid schemes;
or (vii) contains viruses, Trojan horses, worms, time bombs,
or other computer programming routines or engines that are
intended to damage, detrimentally interfere with, surreptitiously
intercept or expropriate any system, data or information.
You further agree not to (i) use any incomplete, false or
inaccurate biographical information or other information for
purposes of registering as a Client; (ii) delete or revise
any material or other information of any other user or LogoTree;
(iii) take any action that imposes an unreasonable or disproportionately
large load on the Web Site's infrastructure; (iv) use any
device, software or routine to interfere or attempt to interfere
with the proper working of this Service or any activity being
conducted on; (v) use or attempt to use any engine, software,
tool, agent or other device or mechanism (including without
limitation browsers, spiders, robots, avatar's or intelligent
agents) to navigate or search this Web Site other than the
search engine and search agents available from LogoTree on
this Web Site or those generally available to third party
web browsers (e.g., Netscape Navigator and Microsoft Internet
Explorer); or (vi) attempt to decipher, decompile, disassemble
or reverse engineer any of the software comprising or in any
way making up a part of the Web Site. You are prohibited from
violating or attempting to violate the security of the Web
Site, including, without limitation, (i) accessing data not
intended for you or logging into a server or account that
you are not authorized to access; (ii) attempting to probe,
scan or test the vulnerability of a system or network or to
breach security or authentication measures without proper
authorization; (iii) attempting to interfere with service
to any user, host or network, including, without limitation,
by way of submitting a virus to, or overloading, "flooding",
"spamming", "mailbombing" or "crashing",
the Web Site; (iv) sending unsolicited e-mail, including promotions
and/or advertising of products or services; or (v) forging
any TCP/IP packet header or any part of the header information
in any e-mail or posting. Violations of system or network
security may result in civil or criminal liability. LogoTree
will investigate occurrences that may involve such violations
and may involve, and cooperate with, law enforcement authorities
in prosecuting users who are involved in such violations.
LogoTree reserves the right to review postings on the Web
Site, to remove any postings, and to terminate your ability
to communicate with, or post to, the Web Site at any time
without notice, in its sole discretion. LogoTree will take
commercially reasonable efforts not to disclose any information
you communicate with, or post to, the Web Site but reserves
the right to disclose such information to the extent necessary
to satisfy any applicable law, regulation, legal process or
governmental request, or to edit, refuse to post or to remove
any information or materials, in whole or in part.
(d) Operation of Web Site. LogoTree shall not be responsible
for any delays or interruptions of, or errors or omissions
contained in, the Web Site. LogoTree reserves the right, but
shall not be required, to correct any delays, interruptions,
errors or omissions. Although LogoTree intends to use commercially
reasonable efforts to make the Web Site and Service accessible,
LogoTree makes no representation, warranty or covenant that
the Web Site or Service will be available at all times or
at any time. Various circumstances may prevent or delay availability.
LogoTree may at any time discontinue the Web Site in whole
or in part, may change or eliminate any transmission method,
and may change transmission speeds or other signal characteristics.
LogoTree shall not be responsible for any loss, cost, damage
or liability that may result.
3. Responsibility for Content; Other Representations, Warranties
and Covenants.
(a) LogoTree shall not be responsible for any use that is
or is not made of the Web Site or the Service. Without limiting
the foregoing, LogoTree makes no representations, warranties
or covenants regarding, and does not guarantee, the truthfulness,
accuracy, or reliability of any information or other material
(including, without limitation, any Creative Brief, Revision
brief, Term Sheet, Response or User Identity (as defined hereafter)
that are communicated through, or posted to, the Service,
whether by Members, Clients, LogoTree or otherwise, nor does
LogoTree endorse any opinions expressed by any user of the
Web Site, including any Member or Client. Without limiting
the foregoing, LogoTree makes no representations, warranties
or covenants regarding the validity of the rights to Responses
granted pursuant to this Agreement. Client acknowledge that
any reliance on information or other material, including,
without limitation, any Service, Term Sheet, Response or User
Identity, communicated through the Service, or posted to the
Web Site will be at your own risk. Without limiting the foregoing,
each Client agrees and acknowledges that it uses each Response
at its own risk and that it is responsible for taking any
actions it deems reasonable to determine whether its use of
a Response will infringe any third party intellectual property,
privacy or publicity rights.
4. Ownership; Rights to Use.
(a) Web Site and Service Generally. Except as expressly contemplated
under this Agreement, as between LogoTree and Client, LogoTree
will own all right, title and interest in and to all copyright,
trademark, service mark, patent, trade secret or other intellectual
property and proprietary rights in and to the Web Site and
Service, in all media now known or later devised, to the full
extent provided under Canadian and United States and international
law. You shall not remove, conceal or alter any copyright
notice, byline information, disclaimer, restriction or other
notice on the Web Site or any portion thereof. You shall not
use or permit any third party to use the name, trademarks,
trade names, of LogoTree, including "LogoTree",
without the prior written consent of LogoTree who may agree
or refuse in its sole discretion for each such request.
(b) Creative Brief and Response Brief. Upon submission of
a Creative Brief or Response Brief or any other information
or media provided by Client in connection with Client’s
use of the Service (collectively, the “Client Information”),
LogoTree and its agents shall have all rights and licenses
necessary to use such Client Information for purposes of obtaining
Responses and for archival purposes. Each Member to whom a
Client project is made available has the right to review and
display the Term Sheet solely for purposes of preparing a
Response.
(c) Rights of LogoTree. Upon Client’s submission of
User identity to the Service, Client grants LogoTree and its
agents (including Star Media Communications INC.) a royalty-free,
perpetual, irrevocable, sublicenseable, nonexclusive, worldwide
right (including any moral rights) and license to use, reproduce,
modify, adapt, publish, translate, create derivative works
from, distribute, communicate to the public, perform and display
(in whole or in part), and/or incorporate in other works,
in any form, media, or technology now known or later developed,
such user identity, for the full term of any intellectual
property rights that may exist in such User Identity to the
extent necessary to provide Client with the Service and Responses.
(d) Rights of Client. Subject to Client’s compliance
with the Terms and Conditions of this Agreement, Client shall
own final Response compositions provided to Client by LogoTree
hereunder. Client shall not, however, own any materials, media
or other content generated during any revisions leading up
to the final Response composition, with such right, title
and interest expressly reserved to LogoTree. Client acknowledges
and hereby grants to LogoTree the right to use Creative Briefs
and Revision Briefs, as well as individual Responses provided
to Client, for internal and archival purposes, and in order
to display and promote the LogoTree Service. Client acknowledges
that its rights under this Agreement shall be limited solely
to the final Response compositions, and that no trade or service
marks in or to such final Response compositions are being
conveyed under this Agreement. Client acknowledges that LogoTree
shall have no obligation or duty to perform trade or service
mark searches or inquiries, or the like, in order validate
the propriety or legality of the Response compositions. Accordingly,
Client is encouraged to perform its own independent searches
with regard to the Response compositions. Furthermore, Client
acknowledges that LogoTree shall have no responsibility or
obligation of any kind to assist Client in seeking state or
federal intellectual property protection (i.e., without limitation,
trademark registration) for the Responses, nor shall LogoTree
be responsible in otherwise assisting Client in any way in
Client’s perfection of Client’s rights in or to
the Responses.
5. Registration, Password, User Identity.
(a) Client User Identity. When you register as a Client, you
will create a user identity ("User Identity"), which
will be your identity for purposes of interacting with other
users through the Web Site. Your User Identity will include
certain personal information, such as, the industry in which
you operate. However, your User Identity need not be your
real name. During the registration process, the fields requesting
information that will be made available to others as part
of your User Identity are identified. You are responsible
for ensuring that you are comfortable making such information
available to other Web Site users.
(b) Access Numbers, Passwords, and Password Access. You shall
keep confidential, shall not disseminate, and shall use solely
in accordance with the Terms and Conditions, your User Identity,
registration identification and password for the Web Site.
You shall immediately notify LogoTree if you learn of or suspect:
(i) any loss or theft of your User Identity, registration
identification or password, or (ii) any unauthorized use of
your registration identification or password or of the Web
Site. In the event of such loss, theft, or unauthorized use,
LogoTree may impose on you, at LogoTree's sole discretion,
additional security obligations.
(c) Security Breaches and Revision. If any unauthorized person
obtains access to the Web Site as a result of any act or omission
by Client, you shall use your best efforts to ascertain the
source and manner of acquisition and shall fully and promptly
advise and update LogoTree. Client shall furthermore cooperate
and assist in any investigation relating to any such unauthorized
access.
6. Nondisclosure and Privacy.
(a) Privacy. LogoTree intends to use commercially reasonable
efforts to follow its privacy policy; as such privacy policy
may be changed from time to time at LogoTree's sole discretion.
Notwithstanding the foregoing, LogoTree cannot and does not
assume any responsibility or liability for any information
submitted to the Web Site or for the use or misuse of any
information submitted by you or any other person, including,
without limitation, any information accessed by a hacker or
by any other malicious act.
7. Disclaimers; Limitations of Liability.
(a) Generally; Release from Claims. The Service serves solely
as a venue for the creation of work and LogoTree does not
screen or censor any information or material posted to the
Web Site. Although LogoTree makes commercially reasonable
efforts to determine the identity of Clients, LogoTree cannot
and does not confirm that any Client or other user is who
they claim to be or that any Client or other user has the
qualifications he or she claims to have. Because LogoTree
does not and cannot be involved in user-to-user dealings or
control the behavior of participants on the Web Site, if you
have a dispute with one or more users, you release LogoTree
(and our affiliates, agents and employees) from all claims,
demands and damages (actual, consequential, direct, indirect,
incidential, special and exemplory) of every kind and nature,
known and unknown, suspected and unsuspected, disclosed and
undisclosed, arising out of or in any way connected with such
disputes. If you are a California resident, you waive California
Civil Code section 1542, which says: "A general release
does not extend to claims which the creditor does not know
or suspect to exist in his favor at the time of executing
the release, which if known by him must have materially affected
his settlement with the debtor."
(b) (b) Disclaimer of Warranties. THE SERVICE AND THE RESPONSES
ARE PROVIDED "AS IS." LOGOTREE MAKES NO REPRESENTATION
OR WARRANTY OF ANY KIND WHATSOEVER TO YOU OR ANY OTHER PERSON
RELATING IN ANY WAY TO THE WEB SITE, INCLUDING ANY PART THEREOF,
OR ANY WEB SITE OR OTHER CONTENT OR SERVICE THAT MAY BE ACCESSIBLE
DIRECTLY OR INDIRECTLY THROUGH THE WEB SITE, INCLUDING ANY
RESPONSE, SERVICE, TERM SHEET, USER IDENTITY OR LINKED CONTENT
(ASHEREINAFTER DEFINED). LOGOTREE DISCLAIMS TO THE MAXIMUM
EXTENT PERMITTED BY LAW, ANY AND ALL SUCH REPRESENTATIONS
AND WARRANTIES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
LOGOTREE DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW
ANY AND ALL (i) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR
A PARTICULAR PURPOSE, (ii) WARRANTIES AGAINST INFRINGEMENT
OF ANY THIRD PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS,
(iii)WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS,
OR OMISSIONS IN THE WEB SITE, OR ANY PART THEREOF, (iv) WARRANTIES
RELATING TO THE TRANSMISSION OR DELIVERY OF THE WEB SITE,
AND (v) WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE,
OR OTHER ACTS OR OMISSIONS BY LOGOTREE OR ANY THIRD PARTY.
FURTHER, AND WITHOUT LIMITING THE GENERALITY OF ANY OF THE
FOREGOING, THERE IS NO WARRANTY THAT THE WEBSITE WILL MEET
YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF
ANY OTHER PERSON.
(c) Limitation of Remedy. NEITHER LOGOTREE NOR ANY THIRDPARTY
SHALL BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY REMEDY,
LIABILITY, DAMAGES, COSTS, OR LOSSES WHATSOEVER RELATING IN
ANY WAY TO THE WEB SITE, INCLUDING ANY PART THEREOF, OR ANY
OTHER CONTENT, WHETHER ARISING UNDER THESE TERMS AND CONDITIONS
OR APPLICABLE LAW,INCLUDING CONTRACT, TORT, STATUTORY, OR
ANY OTHER LAW.
(d) Exclusion of Consequential Damages. IN NO EVENT SHALL
LOGOTREE OR ANY THIRD PARTY BE LIABLE TO YOU OR ANY OTHER
PERSON FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY,
PUNITIVE, OR INDIRECT DAMAGES ARISING UNDER OR IN ANY WAY
RELATED TO THE RESPONCES OR WEB SITE,INCLUDING ANY PART THEREOF,
OR ANY OTHER CONTENT,(INCLUDING LOST PROFITS, LOSS OF BUSINESS
OR DATA, BUSINESS INTERRUPTION, TRADING LOSSES, AND DAMAGES
THAT RESULT FROM INACCURACY OF THE INFORMATION OR INCONVENIENCE,
DELAY, OR LOSS OF THE USE OF THE SERVICE) EVEN IF LOGOTREE
OR ANY THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES OR LOSSES.
8. Indemnification. Upon request by LogoTree, you agree to
defend, indemnify and hold harmless LogoTree and its subsidiaries,
affiliates, officers, agents, co-branders or other partners
and employees from all liabilities for claims of any third
party due to or arising out of your violation of any of these
Terms and Conditions or your use of the Web Site, and any
expenses, including, without limitation, reasonable attorneys
fees, incurred in connection therewith.
9. Links to Third Party Services. The Web Site may contain
links to third party web sites or other services (the "Linked
Content"). The Linked Content is not under the control
of LogoTree and LogoTree is not responsible for the Linked
Content, including, without limitation, links contained in
the Linked Content, or any changes or updates to Linked Content.
LogoTree is providing Linked Content to you only as a convenience,
and the inclusion of such Linked Content is not an endorsement
by LogoTree of such Linked Content. If you decide to access
any Linked Content, you do so at your own risk.
10. Termination. LogoTree reserves the right, in its sole
discretion, to terminate Client’s access to all or a
portion of the Service, at any time, with or without notice.
In the event of such termination, LogoTree will work with
Client to determine the amount of any refund (if any) to be
paid to Client as a result of such termination. Should termination
of client’s access to the Service result from Client’s
material breach of the Terms and Conditions of this Agreement,
or any other agreement to which LogoTree and Client are a
party, Client shall not be entitled to any refund.
11. General. These Terms and Conditions set forth the entire
agreement and understanding of the parties with respect to
the subject matter hereof and supersede any and all prior
oral or written agreements and understandings, and any and
all contemporaneous oral agreements and understandings (excluding
any associated agreements required by LogoTree (e.g., privacy
policy) as a condition precedent to Client’s use of
the Service), between you and LogoTree regarding the subject
matter of these Terms and Conditions. No modification, amendment,
or waiver of these Terms and Conditions or Use or any part
of them shall be binding unless evidenced in writing and signed
by LogoTree. If any provision of these Terms and Conditions
is held by a court of competent jurisdiction to be invalid,
void, or unenforceable, then such provision shall be deemed
null and void, but the remaining provisions shall continue
in full force without being impaired or invalidated in any
way. The language of these Terms and Conditions shall be deemed
to be the language mutually chosen by the parties and no rule
of strict construction shall be applied against or in favor
of either party hereto. The section headings and other headings
contained in these Terms and Conditions shall not affect the
meaning or interpretation of these Terms and Conditions. These
Terms and Conditions shall be governed by the substantive
law of the State of New York, without reference to any choice
of law rules that would result in the application of the substantive
law of any other jurisdiction. The parties agree that any
disputes arising out of or relating to these Terms and Conditions
shall be submitted to the federal courts having jurisdiction
in Albany, New York, or state courts having jurisdiction in
the area in which such federal courts have jurisdiction, and
the parties consent to the personal jurisdiction of such courts
in respect of such disputes. Client may not assign or otherwise
transfer (by operation of law or otherwise) any of its rights
or duties hereunder unless LogoTree agrees in writing after
receiving prior written notice. Any attempted assignment or
other transfer without the requisite consent of LogoTree shall
be null and void ab initio. LogoTree may assign or otherwise
transfer any of its rights or the performance of any of its
duties hereunder. The waiver by LogoTree of a breach or a
violation of any provision of these Terms and Conditions shall
not operate as or be construed to be a waiver of any subsequent
breach or violation of any provision of these Terms and Conditions.
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