VEGAS Web operates as a business, so we expect our clients to know and respect our policies. Our goal as an online design and marketing company is to bring the very best value per dollar spent by our clients, and to assist us therein pursuit, we'd like to hide expenses and fuel our operations. Therefore, we require payments to be made on-time in reference to the services offered to our clients.
Your access to and use of our web platform, which is made available through www.designpickle.com (this "Site"), as well as any subscription services or other products or services we offer (the "Services"), is governed by these Terms of Service (this "Agreement") between you and VEGAS WEB, ("we", "us" or "VEGAS WEB"). You acknowledge that you have read, understand, and agree to be bound by this Agreement by using this Site and making any other access to our Services.
From our offices in the United States, we are in charge of and responsible for managing this Site. We make no claims regarding the suitability or accessibility of the items on the Site for use elsewhere, and access to them from jurisdictions where their contents are illegal is forbidden. Anyone choosing to use this site from a location outside of the United States is in charge of adhering to all relevant laws.
We may occasionally change this Agreement. You agree to the change in its entirety by using this site and the services once it has been updated. After they are posted, all updates take effect. Every time you visit this site, we advise you to click the "Terms of Service" link on the front page to see whether there have been any revisions.
During the subscription period, we shall make the applicable Services available to you, subject to your compliance with this Agreement, your subscription to the appropriate plan, and our timely receipt of your related payment(s). Subject to regular maintenance breaks and any unforeseen emergencies, we will make commercially reasonable efforts to keep the Services operational. Without giving you prior notice, we reserve the right to change, replace, or stop providing the Services at any time.
The conditions of the Agreement must be followed in order for you to access and use the Services. You consent to (i) providing true, current, and comprehensive information about yourself as may be prompted by any form on this site ("Registration Data"); (ii) maintaining and promptly updating the Registration Data to keep it true, current, and complete; (iii) maintaining the security of any password and identification information; (iv) immediately notifying us of any unauthorized use of your account; and (v) accepting full responsibility for any and all activities that take place on your account. Each user of any Service must have their own unique username and password. Each person you grant access to your account must have a working email address. You consent to give any other information that we reasonably request.
You are in charge of acquiring, maintaining, and paying for all telecommunications, broadband, and computer services required for accessing and using the Services.
If we determine, in our sole and absolute discretion, that you: (i) have violated this Agreement; (ii) are not aligned with our model; (iii) are sharing usernames or passwords; (iv) violate our core values; or (v) are abusing our services or team in any way, including using our services for illegal purposes, we may terminate your account without prior notice or liability to you.
"Licensed Content" refers to anything that we own or have a license for, such as original works of art, stock photos, audio files, typefaces, videos, designs, and written works. While the Licensed Content that you have included into your Creative Design Project is subject to the license outlined in Section 4 below, you are and will remain the sole and exclusive owner of all right, title, and interest in and to your Creative Design Project. You are not given any rights other those that are specifically stated in this document. You give us a perpetual, irrevocable, worldwide, nonexclusive, transferable, and sublicensable right and license to use any comments, recommendations, or advice you give us for commercial gain in any way.
Subject to your continued compliance with this Agreement, including timely payment of associated amounts due, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Services for your internal business purposes.
You may not access or use the Services in order to monitor its availability, performance, or functionality for competitive purposes.
You may not, and may not permit any third party to: (a) reverse engineer (except to the extent specifically permitted by statutory law), decompile, disassemble or otherwise attempt to discover source code, object code or underlying structures, ideas or algorithms of the Services, (b) modify, translate or create derivative works based on the Services, (c) use the Services for any purpose other than its own internal purposes; or (d) use the Services other than in accordance with the Agreement and in compliance with all applicable laws and regulations (including but not limited to any applicable privacy and intellectual property laws).
Depending on the size of your account and the number of projects and scopes you have registered for under the relevant plan, you may utilize the Services as needed. While we accept unlimited requests and modifications, the number of work we produce is based on a variety of variables, particularly the volume and complexity of all requests. Although we will try to work with you to meet your deadlines and any priorities, we advise against using our services for urgent tasks.
We make every effort to reduce errors. We cannot, however, promise that all files sent will be 100% error-free due to the nature of creative design. When we give a file to you, you promise to check it for any errors or omissions and proof it. You also undertake to let us know right away if any changes or corrections are required. If you let us know about any errors during this time, we'll do our best to expedite updates to fix them. We are not bound to make any corrections if you notify us of any errors after that time, although we do aim to attempt to collaborate with you to do so.
The quantity of subscriptions you have affects the account's speed. With our staff, our software, and our online platform, we can do what is measured in a subscription as much as we can in a work day. What we may build with a single subscription is influenced by a variety of elements, including but not limited to: (i) the plan type; (ii) the amount of requests; and (iii) the complexity of requests. We can only produce a certain quantity of work with a single subscription, but we cannot promise this. We advise you to upgrade your account with subscriptions to maximize the amount of work we can finish in a business day.
All of your information, data, or materials that you give us in order to utilize the Services ("Customer Content") are your property, and you are the owner and/or manager of them. By sending us Customer Content, you certify that you are the rightful owner of it and/or have the rights, licenses, and permissions required to share it. You hereby grant us a non-exclusive, worldwide, royalty-free right to access and use Customer Content for the purpose of providing the Services.
You are, and will be, the sole and exclusive owner of all right, title, and interest in and to the deliverables, including all intellectual property rights therein.
We agree that with respect to any deliverables that may qualify as "work made for hire" as defined in 17 U.S.C. §101, such deliverables are deemed a "work made for hire" for you.
Notwithstanding the foregoing, the terms of this Section 4.5 are subject to your compliance with this Agreement, your full payment of applicable amounts due and the terms of Sections 4.6 and 5 below.You grant us a limited, nonexclusive, non-sublicensable, royalty-free worldwide license to use, host, run, copy, reproduce, process, adapt, translate, publish, transmit, display and distribute any deliverables that we develop in connection with the Services solely to provide the Services to you and manage your account. We may also use the deliverables and other information regarding you and your use of the Services for internal purposes to improve and enhance our Services and in an aggregated form to illustrate the scope of our Services for marketing and advertising purposes.
We may use some pre-existing materials for delivering the Services. All right, title, and interest in and to any previously published works are and will continue to be owned solely and exclusively by us and our licensors. To the extent that any pre-existing materials are incorporated into, merged with, or otherwise required for the use of the Services or deliverables, we hereby give you a perpetual, restricted, royalty-free, non-transferable, non-sublicensable, worldwide license to use, display, and distribute such pre-existing materials. All other rights in and to such previously published materials are explicitly reserved by us.
VEGAS WEB opposes discrimination and will not allow it to be practiced through its Service, particularly when it is motivated by a person's race, religion, sex, sexual orientation, age, disability, ancestry, or country origin. You are not allowed to use the Service in a way that would encourage, support, or likely support such discrimination. Additionally, you are not allowed to use the Service to instigate or support hate or violence. We reserve the right to permanently or temporarily terminate or suspend your access to the Service without prior notice or liability if we determine, in our sole discretion, that your use of the Service constitutes discrimination, particularly on the basis of race, religion, sex, sexual orientation, age, disability, ancestry, or national origin.
You are granted a revocable, non-exclusive, non-transferable, worldwide right and license to the Licensed Content for your personal or professional use, including but not limited to use in your own design project, subject to compliance with this Agreement and full payment of any applicable amounts due. You agree not to, directly or indirectly, stockpile, sell, lease, sublicense, distribute, duplicate, reproduce, republish, reverse engineer, download, data mine, or modify any Licensed Content made accessible through the Premium Stock Service unless we have specifically granted you permission to do so.
You agree to abide by the terms of any third-party licenses that we obtain for the Licensed Content, including but not limited to Adobe Stock. With the exception of a design deliverable created by us or as part of a design product for your own personal use, you are not allowed to: (i) sell, resell, rent, lease, sublicense, assign, grant a security interest in, or otherwise transfer any part of your rights to use Licensed Content; (ii) modify, change, alter, adapt, translate, convert, or create any derivative works of any Licensed Content; (iii) falsely represent that you are the original creator of, (vi) make use of the Licensed Content in any way that makes it possible for other people to download, extract, or redistribute it as a standalone work.(vii) use Licensed Content that includes models or property in connection with a topic that would be unflattering or overly contentious to a reasonable person (for instance, sexually transmitted diseases), but only if it is made clear that (1) it is only being used for illustration and (2) any person depicted in the content is a model.
Whether Licensed Content is downloaded through our Stock Services or included in your creative design deliverable, our licensors and we retain rights over it. If you violate any of the terms of this Agreement, we have the right to terminate, revoke, or withdraw all licenses. You will no longer be permitted to utilize the Licensed Content, which may include the Licensed Content that we have incorporated into your design deliverable, in the case of any termination.
VEGAS WEB opposes and will not accept the use of its Service to discriminate against others, particularly when such discrimination is motivated by a person's race, religion, sex, sexual orientation, age, handicap, ancestry, or country origin. You are not allowed to use the Service in a way that would encourage, support, or likely support such discrimination. Additionally, you are not allowed to use the Service to instigate or support hate or violence. We reserve the right to permanently or temporarily terminate or suspend your access to the Service without prior notice or liability if we determine, in our sole discretion, that your use of the Service constitutes discrimination, particularly on the basis of race, religion, sex, sexual orientation, age, disability, ancestry, or national origin.
Recurring payments must be paid in order to use our services. You must pay the fees (as well as any relevant taxes) in full, at the times and for the amounts specified upon registration, as amended (prospectively, not retroactively) by you from time to time, before we are under any obligation to offer the Services. All fees are payable when the invoice is received. You are still obligated to pay the fees in accordance with the conditions stated when you register even if VEGAS WEB fails to send you an invoiceYou acknowledge that by signing up for the Services, you give us permission to charge your payment method (such as a credit card) for the fees and associated taxes starting on the registration date and continuing according to your preferred billing cycle (such as monthly, quarterly, or annually). The maximum rate allowable by law, or 1.5% of the then-outstanding unpaid debt, whichever is lesser, will be applied to late fees on a monthly basis. If you don't pay us what's owed when it's due, we retain the right to suspend or close your account. Except as expressly stated in this Section 6, all payments made under this Agreement are non-cancellable and non-refundable.
We reserve the right to modify our prices with five days' notice. You consent to such modifications by using the Services going forward. We are not required to let you know about any transient discounts or pricing increases.
You have the option to end your membership with us at any moment using our application or by getting in touch with our support staff. You can use your account and view your design files up until the end of your paid payment term if you cancel your subscription before the subsequent renewal cycle. Your access to our Services and all design files related to those Services will end when your subscription expires. We do not offer credits or refunds for unused time, downgraded plans, or partial months of service.
The 14-day customer satisfaction guarantee offered by VEGAS WEB is valid for both quarterly and yearly subscriptions. In accordance with this policy, a VEGAS WEB quarterly or annual membership can be returned for a full refund if the request is made within 14 days of the initial sign-up date. For renewals, this is not applicable. Refund requests may be rejected at our discretion.
For the purposes of this Agreement, "Confidential Information" refers to non-public or proprietary information, including, without limitation, details about current or upcoming business operations, goods and services, research, images, development, design specifications, and marketing strategies.
You might divulge your confidential information to us throughout the course of our collaboration. Except as authorized or requested in writing by you, we commit to keep your confidential information private and not disclose it to any third parties. We also agree to use your confidential information only to provide the Services. Only employees, officers, directors, contractors, representatives, and agents involved in providing you with services will have access to your Confidential Information. Any violation of this clause by our employees, officers, directors, contractors, representatives, or agents will be our responsibility to you.
We might similarly divulge our confidential information to you throughout our connection. Except as authorized or ordered in writing by us, you promise to keep our confidential information private and to use it only as permitted by this Agreement. You also agree not to reveal any of our confidential information to a third party. Only those employees, officers, directors, contractors, representatives, and agents who require access to our confidential information shall have it, according to you. Any violation of this clause by your officers, directors, contractors, representatives, or agents shall be your responsibility.
Despite anything to the contrary in this Agreement, the following is not considered Confidential Information: (a) information that was in the public domain at the time of its disclosure or has entered the public domain without breach of this Agreement; (b) information that was already in a party's rightful possession at the time of disclosure; (c) information that a party independently developed without breaching this Agreement; or (d) information that was derived from a third party without a party's breach of this Agreement
Even after this Agreement is terminated, the confidentiality obligations under it will continue for five (5) years.
You agree that we may identify you as a customer and use your name(s) and logo(s) in (a) our digital, online, and printed marketing materials (including on our websites); and (b) external-facing presentations, including to individual clients and prospects, unless you give us written notice to the contrary or of any reasonable restrictions or requirements.
When your account or subscription to a Service expires or is terminated, this Agreement also does. All provisions of this Agreement, including but not limited to accrued payment rights, confidentiality duties, warranty disclaimers, and liability restrictions, which by their nature should survive termination, do so.
If you default or violate this Agreement, we may end this Agreement at any time with notice. You immediately lose all access to the applicable Service, including access to your account and Customer Content or other files, upon expiration or cancellation of your account or subscription to a Service. This affects all rights you may have under this Agreement with regard to that Service. Any licenses to Licensed Content will expire in the event that we terminate the Agreement due to your violation.
Except for Licensed Content and any pre-existing items, which can be subject to additional terms and conditions, we guarantee that you will obtain good and legal title license to all deliverables, free and clear of any encumbrances and liens of any sort. THE SITE AND THE SERVICES ARE PROVIDED "AS IS, AS AVAILABLE" EXCEPT AS EXPLICITLY SET FORTH IN THIS SECTION 9.1. WE MAKE NO PROMISES ABOUT OUR SERVICES AND, TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, AND OTHER VIOLATION OF RIGHTS, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE.
We disclaim all liability for any lost revenues, profits, data, financial losses, or indirect, special, consequential, exonerated, or punitive damages resulting from the use or inability to use this site. OUR TOTAL LIABILITY, REGARDLESS OF THE CAUSE OF ACTION, IN TORT, CONTRACT, OR OTHERWISE, SHALL NOT EXCEED FIFTY DOLLARS FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED OR EXPRESSED WARRANTIES. ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW IS NOT AFFECTED BY THIS PARAGRAPH.
You consent to defend, indemnify, and hold us harmless from and against any claims, liabilities, damages, losses, and expenses, including but not limited to reasonable attorney's fees and costs, arising from or in any way connected to customer content or use of the services or any deliverables. YOU SHALL ASSIST US IN THE DEFENSE OF ANY CLAIM AS REQUIRED BY US. You agree that in no event will you settle any claim without first receiving our prior written consent and that we reserve the right to assume exclusive defense and control of any matter that is the subject of your indemnification.
If any third-party platform makes this Site accessible, or if we connect to any third-party platform from this Site, we disclaim any liability for the content or business practices of such third parties.
Copyright infringement allegations are taken seriously by us. In accordance with any applicable laws, we will respond to claims of copyright infringement. You can ask for the removal of any content that you think violate your copyright that are available on or via this Site by sending a written request to the agent we've listed below.
Per the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. 512) ("DMCA"), the written notice (the "DMCA Notice") must essentially contain the following: (i) Your physical or electronic signature; (ii) The copyrighted work you believe has been violated, or, if the claim involves several works on this Site, a representative list of those works; (iii) The material you believe has violated the law in a way that makes it possible for us to locate it; and (iv) Adequate information by which we can contact you (including your name, postal address, phone number, and, if available, an email address). (v) A declaration that the information in the written notice is accurate; (vi) A statement that you have a good faith belief that using the copyrighted material is not permitted by the copyright owner, its agent, or the law; (vii) A declaration that the information in the written notice is true; and (viii) A declaration made under oath that you are authorized to act on behalf of the copyright owner.
Without respect to any considerations of choice of law, conflicts of law, or other matters that would lead to the application of the laws or regulations of any other jurisdiction, this Agreement is governed by and construed in accordance with the laws of the State of Arizona. Any legal action, claim, or proceeding pertaining to or deriving from this Agreement must be brought before a state or federal court in Maricopa County, Arizona that has appropriate jurisdiction. In any such legal action or proceeding, the parties consent to submit to the exclusive jurisdiction of these courts and acknowledge that venue in those courts is proper.
The parties shall submit any dispute arising out of or relating to this Agreement to binding arbitration administered by the International Centre for Dispute Resolution in Phoenix, Arizona in accordance with its International Arbitration Rules, if it is determined that no court in Maricopa County, Arizona has jurisdiction. For the advantage of both parties, the arbitration process in its entirety as well as any rule, decision, or award made by the arbitrator shall be kept entirely confidential.
The parties acknowledge and agree that each of us may only bring claims against the other on an individual basis, and not as a plaintiff or class member in any purported class or representative action or proceeding.
Without our prior written consent, you may not assign or otherwise transfer this Agreement or any of your rights or obligations under it. This Agreement and the rights and obligations contained in it are personal to you. This Agreement may be freely assigned by us in a number of situations, including but not limited to those involving a merger, acquisition, bankruptcy, reorganization, or sale of all or a portion of our assets or stock.
If for any reason a court of competent jurisdiction finds one or more of the provisions of this Agreement to be invalid, unlawful, or unenforceable, the remaining provisions of this Agreement will remain in full force and effect, and the invalid, unlawful, or unenforceable provision(s) will be replaced by a valid, legal, and enforceable provision or provisions that most closely matches the parties' original intent.
Neither party shall be deemed to have waived any subsequent rights under this agreement if it fails to exercise any right provided for herein in any manner. Any provision of this Agreement that is waived by either party once does not constitute a continuing waiver of that provision, condition, or any subsequent breach.
If for any reason beyond our reasonable control, such as a pandemic or widespread outbreak of infectious diseases, government shutdown, lightning, flood, exceptionally severe weather, fire, explosion, war, civil unrest, industrial/labor disputes (whether or not involving our employees), acts of government, loss of or issues with telecommunications, utility services, or other telecommunications, we are unable to perform any obligation under this Agreement, we shall have no liability to the other party hereto.
To the extent that it conflicts with this Agreement, the terms and conditions of any separate agreement you have with us that governs your access to and use of this Site or our Services will take precedence. In all other instances, this Agreement supersedes all earlier communications and proposals and represents the complete understanding of the parties with regard to its subject matter.