Updated on the 16th of February 2018

General

This is an agreement between you or the entity you represent (hereinafter "You" or "Your") and Desygner Pty Ltd having an address at Level 7/64 Ferny Avenue, Surfers Paradise, Gold Coast, QLD 4217, Australia (hereinafter "Desygner") governing your use of our products. These Terms of Use affect your legal rights and obligations (hereinafter, you and Desygner may sometimes be collectively referred to as the "Parties" and each individually as a "Party").

If you do not agree to be bound by all of these Terms of Use, do not access or use the service and products we provide.

By accessing or using the Desygner website (http://www.desygner.com/) or any mobile applications made available by us, you agree with these terms and with Privacy Policy. Please read these terms carefully, and contact us if you have any questions.

The Service

We provide an array of services for online collaboration and management including visual asset management, campaign creation and distribution, and a collaborative design and editing tool (hereinafter "Service" or "Services").

You may use the Services for your personal and business use or for internal business purpose in the organisation that you represent. You may connect to the Services using any Internet browser or mobile application supported by the Services.

You are responsible for obtaining access to the Internet and the equipment necessary to use the Services. You can create and edit content with your user account and if you choose to do so, you can publish and share such content.

We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Services with or without notice to you. You agree that Desygner will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Services for any reason.

Modification of Terms of Service

We may modify the Terms upon notice to you at any time through a service announcement or by sending email to your primary email address. If we make significant changes to the Terms that affect your rights, you will be provided with at least 30 days advance notice of the changes by email to your primary email address. You may terminate your use of the Services by providing Desygner notice by email within 30 days of being notified of the availability of the modified Terms if the Terms are modified in a manner that substantially affects your rights in connection with use of the Services. In the event of such termination, you will be entitled to prorated refund of the unused portion of any prepaid fees. Your continued use of the Service after the effective date of any change to the Terms will be deemed to be your agreement to the modified Terms.

Desygner Users

You need to sign up for a user account by providing all required information in order to access or use the Services. If you represent an organisation and wish to use the Services for corporate internal use, we recommend that you, and all other users from your organisation, sign up for user accounts by providing your corporate contact information. You agree to: a) be responsible for any activity that occurs through your account keeping your password secret and secure; b) not to open an account on behalf of third parties. In case you open an account on behalf of a third party, then "you" includes you and that third party, and you represent and warrant that you are authorised to grant all permissions and licenses provided in these Terms and bind the third party to these Terms, and that you agree to these Terms on the third party's behalf; c) not create accounts with the Service through unauthorised means, including but not limited to, by using an automated device, script, bot, spider, crawler or scraper.

Support Queries

If you would like to send a support query to us, please contact us at support@desygner.com.

Communication from Desygner

The Service may include certain communications from Desygner, such as service announcements, administrative messages and newsletters. You understand that these communications shall be considered part of using the Services. As part of our policy to provide you total privacy, we also provide you the option of opting out from receiving newsletters from us. However, you will not be able to opt-out from receiving service announcements and administrative messages.

Complaints and Feedback

We welcome feedback of any sort and are always interested in learning about ways we can make Desygner better. If you choose to submit comments, ideas or feedback, you agree that we are free to use them without any restriction or compensation to you. By accepting your submission, Desygner does not waive any rights to use similar or related Feedback previously known to Desygner, or developed by its employees, or obtained from sources other than you. By submitting a complaint regarding your account, you authorise Desygner’s team to check content on your account as required to address the issue.

If we receive a complaint from any person against you with respect to your activities as part of use of the Services, we will forward the complaint to the primary email address of your user account. You must respond to the complainant directly within 10 days of receiving the complaint forwarded by us and copy Desygner in the communication. If you do not respond to the complainant within 10 days from the date of our email to you, we may disclose your name and contact information to the complainant for enabling the complainant to take legal action against you. You understand that your failure to respond to the forwarded complaint within the 10 days’ time limit will be construed as your implicit consent to disclosure of your name and contact information by Desygner to the complainant.

Organisation Accounts and Administrators

When you sign up for an account for your organisation you may specify one or more administrators. The administrators will have the right to configure the Services based on your requirements and manage end users in your organisation account. If your organisation account is created and configured on your behalf by a third party, it is likely that such third party has assumed administrator role for your organisation. Make sure that you enter into a suitable agreement with such third party specifying such party’s roles and restrictions as an administrator of your organisation account.

You are responsible for i) ensuring confidentiality of your organisation account password, ii) appointing competent individuals as administrators for managing your organisation account, and iii) ensuring that all activities that occur in connection with your organisation account comply with this Agreement. You understand that Desygner is not responsible for account administration and internal management of the Services for you.

You are responsible for taking necessary steps for ensuring that your organisation does not lose control of the administrator accounts. You may specify a process to be followed for recovering control in the event of such loss of control of the administrator accounts by sending an email to support@desygner.com, provided that the process is acceptable to Desygner.

In the absence of any specified administrator account recovery process, Desygner may provide control of an administrator account to an individual providing proof satisfactory to Desygner demonstrating authorisation to act on behalf of the organisation. You agree not to hold Desygner liable for the consequences of any action taken by Desygner in good faith in this regard.

Restrictions on Use

  1. You may not post violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic or sexually suggestive photos or other content via the Service.
  2. You also represent that all information you provide or provided to Desygner upon registration and at all other times will be true, accurate, current and complete and you agree to update your information as necessary to maintain its truth and accuracy.
  3. You agree that you will not solicit, collect or use the login credentials of any other Desygner user.
  4. You must not defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities and you must not post private or confidential information via the Service, including, without limitation, your or any other person's credit card information, social security or alternate national identity numbers, non-public phone numbers or non-public email addresses.
  5. You may not use the Service for any illegal or unauthorised purpose. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your use of the Service and your content.
  6. You are solely responsible for your interaction with other users of the Service, whether online or offline.
  7. You agree that Desygner is not responsible or liable for the conduct of any user.
  8. Desygner reserves the right, but has no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgement when interacting with others, including when you submit or post content or any personal or other information.
  9. You must not change, modify, adapt or alter the Service or change, modify or alter another website so as to falsely imply that it is associated with the Service.
  10. You must not create or submit unwanted comments, likes or other forms of spam communications to any Desygner user.
  11. You must not interfere or disrupt the Service or servers or networks connected to the Service, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature. You may not inject content or code or otherwise alter or interfere with the way any Desygner page is rendered or displayed in a user's browser or device.

General Conditions

Some of our Services may be software that is downloaded to your computer, phone, tablet, or other device. You agree that we may automatically upgrade those Products, and these Terms will apply to such upgrades.

Although it is Desygner’s intention for the Service to be available as much as possible, there will be occasions when the Service may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment.

Fees and Payments

The Services are available under subscription plans of various durations. Your subscription will be automatically renewed at the end of each subscription period unless you downgrade your paid subscription plan to a free plan or inform us that you do not wish to renew the subscription.

At the time of automatic renewal, the subscription fee will be charged to the Credit Card or payment method last used by you. We provide you the option of changing the details if you would like the payment for the renewal to be made through a different Credit Card or payment method. If you do not wish to renew the subscription, you must inform us at least seven days prior to the renewal date. If you have not downgraded to a free plan and if you have not informed us that you do not wish to renew the subscription, you will be presumed to have authorised Desygner to charge the subscription fee to the Credit Card or payment method last used by you.

User Generated Content

You may transmit or publish content created by you using any of the Services or otherwise. However, you shall be solely responsible for such content and the consequences of its transmission or publication by other users.

Any content that you make public will be publicly accessible through the Internet and may be crawled and indexed by search engines. You are responsible for ensuring that you do not accidentally make any private content publicly available.

Any content that you may receive from other users of the Services, is provided to you for your information and personal use only and you agree not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit such content for any purpose, without the consent of the person who owns the rights to such content, which may be given through the Desygner website.

By making any copyrighted/copyrightable content available on any of the Services you affirm that you have the consent, authorization or permission, as the case may be from every person who may claim any rights in such content to make such content available in such manner. Further, by making any content available in the manner aforementioned, you expressly agree that Desygner will have the right to block access to or remove such content made available by you if Desygner receives complaints concerning any illegality or infringement of third party rights in such content. By using any of the Services and transmitting or publishing any content using such Service, you expressly consent to determination of questions of illegality or infringement of third party rights in such content by the agent designated by Desygner for this purpose.

For procedure relating to complaints of illegality or infringement of third party rights in content transmitted or published using the Services, click here.

Image Search

When you search for images that are 100% royalty free, the results are from our partners such as Pixabay and Unsplash under the creative commons zero license, which means you can copy, modify, distribute and use the photos for free, including commercial purposes, without asking permission from or providing attribution to the photographer although attribution is always recommended.

When you search for images using the Google Image Search, we use the Advanced Search filter called "usage rights" and only display results under "labelled for commercial reuse with modification" so that you know you can use, share, or modify something you find online. If you change this option to search for all images available then you will be solely responsible for the use of those images.

Note: Before reusing content commercially, make sure that its license is legitimate and check the exact terms of reuse. For example, the license might require that you give credit to the image creator when you use the image. Google can't tell if the license label is legitimate, so we don't know if the content is lawfully licensed.

Templates, Vector Art and Images

All material created using Desygner can be downloaded/exported from the Service in a range of formats.

If you are using an image that has been embedded in to a PDF you must accept that you are legally allowed to use such image, else you must replace them with one of our royalty free options.

Fonts & Copyrighted Information

All fonts we utilise in our final production files are released under royalty free licenses.

You cannot sub-license, re-sell, rent, lend, assign, gift, transfer or distribute any of the typefaces or fonts directly from the platform.

If you are using a font that has been embedded in to a PDF you must accept that you are legally allowed to use such fonts, else you must replace them with one of our royalty free options.

If you are using any text that has been embedded in to a PDF you must accept that you are legally allowed to use such text, else you must replace such text with content of your own.

We do not allow any font file to be downloaded locally unless you have uploaded them originally and are the owner or licensee of that font.

Termination

Upon termination, all licenses and other rights granted to you in these Terms of Use will immediately cease. "You can deactivate your Desygner account at any time. If you choose to terminate your account or your account is terminated due to your breach of these terms, your visual assets, campaigns, reports, lists and all other data will no longer be accessible through your account (e.g., users will not be able to navigate to your username and view your photos), but those materials and data may persist and appear within the Service (e.g., if your Content has been shared by others)."

Rights

  1. Desygner does not have ownership of any content that you post on or through the Service. But you grant Desygner permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly perform the content of your user account solely as required for the purpose of providing the Services to you.
  2. Some of the Service may be supported by advertising revenue and may display advertisements and promotions, and you hereby agree that Desygner may place such advertising and promotions on the Service or on, about, or in conjunction with your content. The manner, mode and extent of such advertising and promotions are subject to change without specific notice to you.
  3. The Desygner name and logo are trademarks of Desygner, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Desygner.
  4. Except for artwork you provide to us, all materials therein or transferred thereby, including are the exclusive property of Desygner and its partners.
  5. Any URL selected from our platform must be the same or as similar as possible to your company domain. If you choose a generic word for your URL, we reserve the right to reassign or charge for that URL.

License to use the Desygner website and the Services

Subject to the provisions in the Terms, Desygner grants you a nonexclusive, non-transferable, non-sublicenseable, limited license to use the Desygner website and the Services.

Links

The Desygner website may contain links to other websites. Desygner is not responsible for the content of those websites.

Disclaimers

While Desygner attempts to make user-generated content available through the Service, Desygner does not guarantee access to, or hosting of, your user-generated content. For example, if user-generated content violates these Terms of Service, access to it may be disabled. Also, if a particular piece of content creates too large a demand on the Service, it may result in access to the content being temporarily disabled. You agree that Desygner will not be liable to you or to any third party for termination of your access to the Service for any reason.

While Desygner attempts to make the User Content completely safe, you, and not Desygner, are solely responsible for the Content you upload, download, post, email, transmit, store or otherwise make available through your use of the Service. You agree that Desygner will not be liable to you or to any third party for any user who irregularly accesses your content.

The Services and all included content are provided on an "as is" basis without warranty of any kind, whether express or implied.

All user-generated content available through the Service is owned by their respective owners and Desygner is not responsible in any manner for that content.

DESYGNER SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

Indemnification

You agree to indemnify and hold Desygner and/or the Desygner Affiliates harmless from and against any and all liabilities and costs (including reasonable attorney’s fees) incurred by Desygner and/or the Desygner Affiliates in connection with any claim arising out of your breach of the Agreement. Desygner reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you.

You will be solely responsible and liable for, and will indemnify Desygner and its officers, directors, employees and agents from and against any losses, expenses, liabilities, claims, costs, and damages arising from user-generated content made available through the Service by you.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DESYGNER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; OR (C) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. IN NO EVENT SHALL DESYGNER’S AGGREGATE LIABILITY EXCEED ONE HUNDRED U.S. DOLLARS (U.S. $100.00).

Arbitration

In the event of a dispute between the Parties, either Party may call a meeting on providing the other Party with not less than three working days’ notice. Such Initial Meeting may be in person if convenient for both Parties otherwise shall be by way of telephone call or "Skype" or such other format as is convenient.

If (i) the dispute is not settled by negotiation within thirty (30) days commencing on the date when either Party requests a meeting in accordance with the previous paragraph or within such further period as the Parties may agree in writing and (ii) the applicable law does not restrict the arbitration of the dispute, the Parties agrees to settle the dispute by binding arbitration in accordance with the Resolution Institute Arbitration Rules. Unless the Parties agree upon an arbitrator, either Party may request a nomination from the Chair of Resolution Institute. The arbitrator's decision will be binding and may not be appealed. A judgment of a court having jurisdiction may be entered upon the arbitrator's award.

ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND DESYGNER ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Governing law

These terms shall be governed by the laws of the state of Queensland, Australia.

Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Desygner without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

Entire Agreement/Severability

These Terms, together with the Privacy Policy and any amendments and any additional agreements you may enter into with Desygner in connection with the Products, shall constitute the entire agreement between you and Desygner concerning the Products. If any provision of these Terms is deemed invalid, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.

No Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Desygner’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Copyright

Desygner may, at its discretion, disable and/or terminate the accounts of users who infringe or are repeatedly charged with infringing the copyrights or other intellectual property rights of others.

Desygner will respond to any claims of copyright infringement committed using the Desygner website or our apps that are reported using our contact form. If you are a copyright owner, or are authorised to act on behalf of one, or authorised to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through Desygner or our apps by using our contact form.

Translations

Where Desygner has provided you with a translation of the English language version of the Terms, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with Desygner.

If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.