IDESIGNIDEA.COM

 

WEBSITE TERMS OF USE

 

THE FOLLOWING DESCRIBES THE RULES OF CONDUCT AND CONDITIONS GOVERNING THE USE OF IDESIGNIDEA'S WEB SITE BY MEMBERS.

 

Welcome to IDesignIdea's, Rules of Participation (the "Rules"). The Rules describe what you ("you" or "Member") can expect from us and what we expect from you when accessing the IDesignIdea's Web Site (the "Site").

We may amend the Rules at any time by posting the amended terms on our site. The amended Rules shall be effective automatically upon being posted on this site. Your continued use of the services (the "Services") at our site will be deemed your agreement to the amended Rules. A notice of any material amendment to the Rules shall be posted on the Site for one week following such amendment.

PART 1          Eligibility

To use IDesignIdea's online Services you must be legally able to make binding contracts under the applicable law. Without limiting the foregoing, our Services are not available to minors or to any other person or entity otherwise restricted under the applicable law, regulation, treaty or convention. If you do not qualify, please do not use our Services. We may refuse our Services to anyone or limit a Member's use of our Services at any time, in our sole discretion.

PART 2          Fees

2.1.                          Joining IDesignIdea is, at present, free. However, Members agree to pay IDesignIdea in connection with transactions between Members according to IDesignIdea's Fees Schedule, incorporated here by reference.

2.2.                          The currency of the fees payable to IDesignIdea by a Member shall be the currency in use and legal tender in the country of residence of the Member provided that IDesignIdea also has a subsidiary, branch office, representative office or physical presence in the same country as the Member; otherwise, the fees shall be paid in United States Dollars. IDesignIdea reserves the right to stipulate the type of currency payable for a particular transaction.

2.3.                          Where conversion of the transacted amount is required for the purpose of determining the fees payable to IDesignIdea, the applicable exchange rate shall be the rate as at the close of business of the transaction between Members or the next business day if the day of the transaction is a non-business day. We expressly reserve the right and sole discretion to determine the exchange rate for a particular transaction for the purpose of determining the fees payable to us.

2.4.                          In our sole discretion, we may increase or decrease the amount of fees payable upon posting a notice of the amended fees on our Site, and we may add, delete or change some or all of our Services at any time, including but not limited to charging additional fees for a given service, giving discounts or altering the methods for calculating the fees payable to IDesignIdea.

2.5.                          YOU AGREE NOT TO IDENTIFY AND/OR ENGAGE IN NEGOTIATIONS WITH ANOTHER MEMBER ON OUR SITE AND THEN AGREE ON THE RULES FOR THE SAME TRANSACTION OFF OUR SITE OR OTHERWISE DO ANYTHING TO CIRCUMVENT THE PAYMENT OF IDESIGNIDEA'S FEES DESCRIBED IN THIS SECTION 2.

PART 3          Taxes and Your Costs

You are responsible for paying any and all taxes, including without limitation sales, customs, import, export, Goods and Services Tax, Value Added Tax, corporation tax, income tax, capital gains tax, goods and services tax, capital duty, central provident fund, stamp duties, stamp duty reserve and any payment whatever which IDesignIdea may be or become bound to make to any person as a result of the operation of any enactment relating to taxation and all penalties charges and interest relating to any claim or assessment for taxation levied, assessed or imposed by governmental authorities and other agencies or bodies having lawful authority irrespective of whether the liability for such taxation or other payment falls on IDesignIdea as a primary obligation or as a secondary obligation on account of any failure by any other person to discharge a liability to taxation or make any such other payment and any amount claimed by any person from IDesignIdea pursuant to a statutory right of recovery following an assessment being made on such person and taxes of whatever description levied or leviable by any authority applicable to a transaction performed by using our Services.

PART 4          Limitations, Restrictions and Risks

4.1.                          Our Site and Services are neutral online platforms for Members. We are not involved in the transaction between Members or the provision of services by Members. As a result, we have no control over

(a)                             the quality, safety or legality of the requests by Members for bids relating to one-time services or service contracts, or of the Services provided; or

(b)                             the truth or accuracy of the information set forth by Members in conjunction with their use of our Services, including the posting of an auction by a Member, the bid by a Member or the acceptance of a bid by a Member. We will try to authenticate the information that is provided by a Member at the time of its first auction posting and by a Member upon its registration.

4.2.                          However, the authentication of the information provided by Members, and the authentication of users on the Internet in general, is difficult. We cannot prevent people from acting under false pretences, or persons lacking the requisite legal capacity and powers from using our Site and Services. We are not able to monitor our Members to ensure that all of the information that they provide is accurate, current and honest. Information provided by a Member may be inaccurate, mislabelled or deceptive. Although we encourage you to communicate with other Members, please be cautious and use common sense in such communications. We cannot and do not control whether or not the Members will complete their transactions.

4.3.                          You acknowledge that the information accessible via our Site and Services may contain viruses, worms, Trojan horses, cancelbots or other harmful and destructive components.

4.4.                          We are not liable to you or any other party who may access our Site and use our Services via your User ID with or without your consent nor will we be liable for any damage or loss due to the fault or negligence of you or for the failure of any transaction provided by any Member via our Site or Services.

4.5.                          We are also not responsible in contract or in tort for the unauthorised access to, or alteration, theft or destruction of e-mails, information or programs of yours by any person through accident or fraudulent means or devices even if such access occurs as a result of our own negligence.

4.6.                          We reserve the right to control, direct and establish technical procedures for the use of our Services and you agree to follow our reasonable instructions and procedures with respect to the use of the same. We also reserve the right to make operational changes to our Site and Services, including your User ID.

4.7.                          Whilst we will use our reasonable endeavour to maintain a 24 hour presence for you, we cannot guarantee, warrant or represent we can provide you with continuous, uninterrupted use since neither we nor any other party has any control over the internet and especially where we need to carry out routine maintenance, repairs, configurations or upgrades or in circumstances beyond our control including force majeure. IDesignIdea will not be liable for its failure to provide continuous service. Our Site and Services will not be error free, uninterrupted and will be variable.

4.8.                          IDesignIdea reserves the right but does not assume the obligation to inspect the content and material in the Members' files, e-mails, postings, web sites etc. to ascertain compliance with this agreement or any laws, regulations or codes applicable to this agreement or to the Members' material. In the event of any breach or purported breach, IDesignIdea will be entitled to permit a police or other relevant authority to inspect the same.

4.9.                          IDesignIdea does not warrant that the Services will meet all or any of the requirements of the Members. Further, IDesignIdea does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable and that the quality of the services or information obtained through the Services will meet the expectations of the Members.

PART 5          Releases and Indemnity

We are not involved in any of the transactions. Accordingly, if you have a dispute with another Member or otherwise related to the Services, you release IDesignIdea (and our officers, directors, shareholders, employees, representatives and agents) from any and all claims, demands, and damages 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. You further agree to indemnify and keep indemnified at all times IDesignIdea (and our officers, directors, shareholders, employees, representatives and agents) against any actions, proceedings, costs, claims, demands, liabilities and expenses whatsoever (including legal and other fees and disbursements on a solicitor and client basis) sustained incurred or paid by IDesignIdea directly or indirectly in respect of:

(a)                             disputes between Members;

(b)                             access to and/or use of the Site or Services;

(c)                             any information, data or material produced, transmitted or downloaded by you or any Member.

Any breach by you of any of the provision of the Rules of or any law, code or regulation relating thereto to you.

PART 6          No Agency

IDesignIdea and you are independent contractors. Neither the Rules nor your use of the Site or Services creates any agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship.

PART 7          Monitoring

You agree that IDesignIdea has the right, but not the obligation, to monitor, edit, disclose, refuse to post, or remove at any time, for any reason in its sole discretion, any material and content, including but not limited to Member information and listing details (as defined below) anywhere on the Site, including but not limited to postings, bidding activities, chatrooms, bulletin boards, e-mail and other forums. Notwithstanding this right, IDesignIdea does not and cannot review all materials posted to the Site by Members and IDesignIdea is not responsible for any such materials posted by Members.

PART 8          Your undertakings

You undertake for yourself and for any other party using your User ID for access to the Services:

(a)                             not to send any message, e-mail or other communication which under the law of or recipient or under international conventions, codes or regulations applicable to the internet is in breach of those laws, codes or regulations including but not limited to infringement of copyright and other intellectual property rights, defamation, theft, fraud, drug trafficking, money laundering and terrorism.

(b)                             not to invade the privacy of other Members including sending unsolicited e-mails nor to collect or transfer personal data on individuals without their consent. To maintain confidentiality of your User ID, passwords and other confidential information relating to your access to the Services.

PART 9          Intellectual Property Rights

9.1.                          You acknowledge that the data, information and/or content, including but not limited to text, software (including any HTML, WML, java, java script or CGI script or any other computer code or source code), music, sounds, photographs, video, graphics, graphical user interface, forms, diagrams or other material, used in connection with, incorporated or contained in or presented to You through the Site or Services (all the aforementioned data, information, content and/or materials to be collectively referred to as "Our Information") are our exclusive property and/or our third party licensors and are protected by intellectual property laws, including but not limited to, copyright and trademark laws.

9.2.                          No part or parts of the Site or Our Information or our Services herein may be reproduced, distributed, republished, commercially exploited, displayed, broadcasted, hyperlinked or transmitted in any manner or by any means or stored in an information retrieval system without our prior written permission provided that permission is granted to download and print the materials on the Site for personal, non-commercial use only provided that You do not modify the materials and retains all copyright and other proprietary notices contained in Our Information. You may not, without our permission, create derivative works from Our Information or insert a hyperlink to the Site or Services on any other web site or "mirror" any material contained in the Site or Services on any other server. Further, the name of IDesignIdea or any other trade mark, name or logo belonging to or used by us may not be used in any way, including in advertising or publicity pertaining to distribution of materials, without prior written permission.

PART 10      Use of IDesignIdea by Members

10.1.                      You will be responsible for obtaining and maintaining your own compatible computer system being all such equipment, software and communications lines, including any public lines required by you to properly access the Site ("Your Equipment"). IDesignIdea has no responsibility for or liability with respect to Your Equipment.

10.2.                      You will ensure at all times that your use of any software and services including connection of Your Equipment to IDesignIdea server is in accordance with all applicable data protection and other laws, licenses, codes of practice and regulations.

10.3.                      You acknowledge that all information, products, facilities and services offered or made available on or through the internet are not, in general, subject to the same consumer protection legislation applicable to your country of use and accordingly you transact entirely at your own risk.

10.4.                      The use of the Services is subject to the condition that there will be no abuse or fraudulent use thereof. Abuse and fraudulent use of the Services shall include (without limitation):

(a)                             obtaining or attempting to obtain services by rearranging, tampering with or making connection with any facilities of IDesignIdea or by any trick, scheme, false representation or false credit device or by or through any other fraudulent means or devices whatsoever with intent to avoid payment in whole or in part of the fees as set out in the Fees Schedule.

(b)                             attempting to or actually obtaining, accessing, altering or destroying the data files programs and/or information of IDesignIdea or of any other Member.

(c)                             assisting another to perform the acts prohibited under (a) and (b) above.

(d)                             using the Site or Services in such a manner as to interfere unreasonably with the use of the Site or Services by other Member.

PART 11      User Conduct

11.1.                      You agree that the Site and the Services should only be used for lawful purposes and in a lawful manner. You further agree that the Site and Services should only be used in good faith and agree to conduct any activity relating to the Site and Services in good faith.

11.2.                      The use of the Site and Services is governed by these Rules and, depending on the type of Services, the User Schedule in respect of that particular Service annexed hereto which is expressly incorporated by reference.

PART 12      Use of The Marketplace

12.1.                      If you are a Customer, the Use of IDesignIdea by Customer is applicable to you, which is incorporated here by reference. Click here to go to Use of IDesignIdea by Customer.

12.2.                      If you are a Designer, the Use of IDesignIdea by Designer is applicable to you, which is incorporated here by reference. Click here to go to Use of IDesignIdea by Designer.

PART 13      Your Information

13.1.                      Your Information includes any information you provide to us or other Members during the registration, bidding or negotiation process, in any public message area or through any e-mail feature (defined herein as "Your Information"). You are solely responsible for Your Information. We act solely as a passive conduit for your online distribution and publication of Your Information. However, in our sole discretion we may take any action with respect to such information we deem necessary or appropriate if we believe it may create liability for us or may cause us to lose (in whole or in part) the services of any of our suppliers, servers or agents or otherwise harm our business.

13.2.                      Your Information on the Site or Services:

(a)                             shall not be fraudulent;

(b)                             shall not infringe any copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;

(c)                             shall not violate any law, statute, ordinance or regulation (including without limitation those governing import/export control, consumer protection, unfair competition, anti-discrimination, anti-dumping or false advertising); and

(d)                             shall not contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information.

13.3.                      You agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright and publicity rights (but no other rights) you have in Your Information, in any media now known or not currently known, with respect to Your Information. You further agree to enable IDesignIdea to use Your Information on the Site. IDesignIdea will use Your Information in accordance with our Privacy Policy.

PART 14      Privacy Policy

IDesignIdea is committed to protecting your privacy. For that purpose we have created a Privacy Policy that you can review.

PART 15      No Resale or Commercial Use of the Services

Member's right to use the Service is personal to Member (person or organization). Member agrees not to resell the Service, without the express consent of IDesignIdea.

PART 16      Participation in Promotions of Advertisers

Member may enter into correspondence with or participate in promotions of the Advertisers showing their products on the Site. Any such correspondence or promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such correspondence or promotions, are solely between the corresponding Member and the Advertiser. IDesignIdea assumes no liability, obligation or responsibility for any part of any such correspondence or promotion.

PART 17      No Price Manipulation

You are prohibited from manipulating bidding prices, either by using a shill (a secondary account or third party), by bidding against yourself or by any other means.

PART 18      Notices

Except as explicitly stated otherwise, any notices shall be given by e-mail to info@idesignidea.com (in the case of IDesignIdea) or to the e-mail address you provide to IDesignIdea during the registration process (in your case), or such other address, as the party shall specify. Notice shall be deemed given 24 hours after e-mail is sent, unless the sending party is notified that the e-mail address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to IDesignIdea during the registration process. In such case, notice shall be deemed given three days after the date of mailing.

PART 19      System Integrity

You may not use any device software or routine to interfere or attempt to interfere with the proper working of the Site or Services or any transaction conducted on our Web Site. You may not take any action that imposes an unreasonable or disproportionately large load on our infrastructure. You may not disclose or share your password to or with any third parties or use your password for any unauthorized purpose.

PART 20      Breach

We may, at any time, issue a warning, temporarily suspend, indefinitely suspend or terminate your membership, cancel or remove from the Site or Services any current Requests or transactions, or any other information you place on the site, if you breach the Rules or if we are unable to verify or authenticate information you provide to us.

PART 21      No Warranty

WE PROVIDE THE SITE AND OUR SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS OR IMPLIED. WE SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES AND CONDITIONS OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and may also have other legal rights that vary from state to state.

PART 22      Limit of Liability

22.1.                               IN NO EVENT SHALL WE BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWSOEVER ARISING, INCLUDING OUR NEGLIGENCE OR THE NEGLIGENCE OF OUR OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, REPRESENTATIVES AND AGENTS) ARISING OUT OF OR IN CONNECTION WITH ANY AGREEMENT BETWEEN A CUSTOMER AND A DESIGNER OR YOUR USE OF THE EXCHANGE. We shall not be liable for obligation, liability, right, claim or remedy in tort, whether or not arising from our negligence. Notwithstanding the foregoing, OUR TOTAL LIABILITY TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCES IS LIMITED TO THE AMOUNT OF FEES YOU PAID TO US IN THE 2 (TWO) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY;. Some jurisdictions do not allow the limitation of liability; so foregoing limitation may not apply to you. In any event, we shall not be liable under any circumstances to you or any other third party for any of the following:

(a)                             Amounts due from Members;

(b)                             Any losses or damages, costs and expenses incurred by any Member in connection with the use of IDesignIdea;

(c)                             Any indirect, consequential, or special loss or damage (collectively, "Indirect Losses") that may be suffered by any Member arising out of or in connection with the Site or Services or its use or access, regardless of the legal theory asserted, including without limitation, loss of profit, contract, bargain, production, opportunity, goodwill, reputation, anticipated savings, or for any substitute goods, services, facilities or any down time costs, even if such party has advance notice that Indirect Losses could arise.

PART 23      Force Majeure

Neither IDesignIdea nor any Member shall be liable for any loss or damage or be deemed in breach of these Rules or the terms of any contract related to a transaction booked on the Services to the extent that performance of a party's obligations is delayed or prevented as a result of any event or circumstance beyond its reasonable control, including without limitation, invasion, storm, act of foreign enemy, civil war, hostilities, strike, or act of God, for the duration of such contingency, or for a period of 30 days, whichever is shorter. If the force majeure continues more than 30 days, IDesignIdea may terminate the Rules by written notice posted on our Site.

PART 24      General Compliance with Laws

You shall comply with all applicable laws, statutes, ordinances, regulations and licensing requirements regarding your use of our Services and your membership.

PART 25      Confidentiality

You shall keep in confidence, and shall not use nor disclose to any third parties information indicated herein as being available to only one party, or any non-public information, which, pursuant to the Rules, may be disclosed to you in connection with your involvement with our Services. You shall not use the name of IDesignIdea in any publicity release, advertising or otherwise without our prior written approval. This provision shall survive the termination of the Rules and/or your participation in the Services.

PART 26      Governing Law

The Rules shall be governed in all respects by the laws of the Province of Ontario, Canada.

PART 27      Registration

The Site is available only to individuals and businesses that can form legally binding contracts under applicable law. By clicking "I AGREE", you agree and accept the Rules stated herein and to be bound by it. IDesignIdea reserves the right to disapprove your registration or terminate your use of the Site for any reason at any time, in its sole discretion.

PART 28      General

28.1.                      We do not guarantee continuous, uninterrupted or secure access to our services, and operation of our site may be interfered with by numerous factors, some of which are outside of our control. We accept no responsibility or obligation whatsoever for any such interruption or interference. If any provision of the Rules is held to be invalid or unenforceable, only such provision or portion thereof as is held to be invalid or unenforceable shall be struck and the remaining provisions shall be fully enforceable. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

28.2.                      Our failure to act or delay in acting with respect to a breach by you or others does not waive our right to act with respect to that breach, subsequent or similar breaches.

 

The Rules set forth the entire understanding and agreement between you and us with respect to the subject matter hereof.