Logolance may modify this Agreement from time to time without prior notice, and any changes to the Agreement are immediately effective upon posting the Agreement to the Logolance Website. You agree, and it is your responsibility, to review this Agreement regularly to ensure you are aware of any changes.
To use the Website you must be able to lawfully form and enter into legally binding contracts. You must be a legal business entity or an individual over the age of eighteen (18). To become a Member of the Website, you must read and accept all of the terms and conditions in this Agreement. By registering for an Account on Logolance and becoming a Member, you represent and warrant that you (a) meet the requirements defined of this “Eligibility” section; (b) agree and abide by the requirements of any Project Contract (defined below) that you accept, so long as the obligations of the Project Contract are not prohibited by law or this Agreement; (c) are financially responsible for your use of the Website; and (d) acknowledge and agree that Logolance reserves the right to suspend, terminate, or refuse service to anyone, for any reason, or for no reason.
Logolance provides the Website services as an online venue where clients for professional logo design services (“Client(s)”) and providers for professional logo design services (“Designer(s)”) may find each other and work together online to manage and complete logo design Projects (defined in the section below). The Website features include, but are not limited, to the following:
Create online portfolios and profiles, review new Project postings, submit proposals, advertise services/experience/skills, interview, negotiate contract terms, get hired by Clients for Projects, upload logo design concepts for a Project, communicate with Clients, manage Projects, receive payment from Clients, get rated by clients/Visitors/Members/Logolance staff. “Designer Services” are defined as all services delivered by Designers through Logolance.
Post new Projects and Requests for Proposals (“RFP”), find and review Designers and their services/experience/skills, interview, negotiate contract terms, hire Designers for Projects, manage Projects, rate Designers, pay Designers for Projects.
“Content” is defined as any images, text, photos, audio, video or any other forms of communication or data provided by Website users. You own all Content you upload, post, submit, or otherwise transmit on the Website (“Your Content”) including, without limitation, comments, proposals, messages, images, reviews, ratings, and portfolios. After providing Content to the Website, you retain all ownership rights. By posting or otherwise publishing or transmitting Content to the Website, you hereby grant Logolance a non-exclusive, perpetual, transferable, sub-licensable, royalty-free, worldwide license to use, modify, publicly display, reproduce, distribute, and publish such Content. In providing Your Content through the Website, you represent and guarantee that you are authorized and have the right to provide such Content to Logolance and grant the license set forth in this section.
You are solely responsible for the Content that you provide to the Website. Logolance does not screen Content in advance and is not responsible for editing or monitoring Content provided by Website users. Content does not necessarily reflect the views or policies of Logolance, and Logolance makes absolutely no warranties as to the accuracy or reliability of Content. If at any time Logolance, at its sole discretion, chooses to monitor the Website, Logolance still assumes no responsibility for the Content, and has no obligation to modify or remove any Content.
Logolance reserves the right, without obligation and at Logolance’s sole discretion, to delete Content that fails to conform to this Agreement, may be illegal, abusive, disruptive, or violate the rights or safety of any person.
Since you are solely responsible for Your Content, it is important that you understand that you may expose yourself to liability by providing Your Content if you violate the rights of a third party, including but not limited to copyright, moral rights, misleading information, unlawful materials or information, illegal hate communication, trade secrets, trademarks, privacy, false information, pornography, exploitation, or the violation of any law.
During your use of the Website, you may choose or Logolance may invite you to provide ideas, comments, or feedback related to the Website. By submitting any such idea, comment, or feedback, you agree that your disclosure is complimentary, unsolicited, and without restriction and will not place Logolance under any fiduciary obligation. You agree that we are free to use your idea, comments, or feedback without any additional compensation to you and may use the information as we see fit, including but not limited to disclosing the information on a non-confidential basis.
Logolance reserves the right to investigate and take appropriate legal action against anyone deemed to have violated any of the conditions set forth in this section, including termination of Member services and your right to use the Website.
a. You must be a legal entity or an individual in business over the age of eighteen (18) who can form legally binding contracts, fully able and competent to enter into the terms, conditions, obligations, affirmations, warranties, and representations set forth in this Agreement.
b. You may not provide Content that is hateful, racist, threatening, pornographic, or violent.
c. You must have the written consent of all natural persons identified in Content to use such person’s name or likeness, and each such person has related you from all liability that may arise in relation to such use.
d. You may not harass, bully, or abuse any user.
e. You may not provide knowingly false information.
f. You may not maliciously use, upload viruses, attempt to circumvent the security procedures, hack, or otherwise violate the stability, security, and privacy of the Website or users of the Website.
g. You may not use the Website for any unlawful activities.
h. You may not use the Website if you are under 18 years of age.
i. You may not unlawfully reverse engineer the Website.
j. You may not collect Content, information, programming code, data, or any other information available on the Website through automated means, such as robots, spiders, scrapers, or bots without our express written permission.
k. You may not send spam or otherwise post or transmit unsolicited commercial communications.
l. You may not login or access a Member account that does not belong to you.
m. You may not solicit for passwords or personal information for unlawful or commercial reasons.
The Logolance Website provides an online venue through which Clients and Designers can find each other and enter into business transactions. We are not a party in the sourcing, contracting, and fulfillment of Projects between Clients and Designers through the Website. Logolance does not guarantee (a) the accuracy or truth of the information included in a Project Postings; (b) the quality, safety, legality, truth or accuracy of the Designer Services advertised on the Website; (c) the truth or accuracy of proposals submitted by Designers; (d) the ability for Designers to deliver Designer Services; (e) the background, qualifications or experience of Designers; (f) the ability of Clients to pay for Designer Services; or (g) that a Designer or Client can or will complete a transaction or participate in a Project.
Logolance does not validate any information provided by Designers or Clients, and does not complete background checks on Designers or Clients. Logolance may provide information about a Designer based on data provided by the Designer or collected through the Website, including but not limited to the Logolance Rating. The Logolance Rating is a score provided to each Designer determined based on a proprietary algorithm that factors historical ratings from Clients, Logolance staff reviews, community participation, and more. Such information is not an endorsement or recommendation from Logolance, and is provided solely for the convenience of Clients.
Clients and Designers work together directly in the sourcing, contracting, and fulfillment of Projects through the Website. When a Designer accepts a Client’s offer to hire the Designer, and the Client then formally initiates the project and starts the design phase (“Project Launch”), the Client agrees to purchase, and the Designer agrees to deliver Designer Services in accordance with this Agreement and any Project Contract, defined below.
When a Client posts a Project on Logolance, they can choose to provide contractual terms and conditions related to the delivery of services and the transaction between Client and Designer (“Project Contract”). For a Project Contract, the Client has the ability to use (a) their own custom contract; (b) a Logolance contract template; or (c) no contract. In order for a Project to begin through the Website, both Client and Designer must review and agree to the Project Contract.
Conflicts between this Agreement and the Project Contract shall be resolved in the following order of precedence: (1) this Agreement, (2) Project Contract. Any part of the Project Contract that conflicts with or modifies this Agreement shall be deemed null and void, while all other parts of the Project Contract remain valid and binding.
Client and Designer each covenant and agree to act in good faith in the completion of the Project and performance of the Project Contract and this Agreement. Additionally, Client and Designer agree that the reputation, goodwill, and value of the Website are partially dependant on the fulfillment of their obligations and performance of their agreements. Logolance retains the right to take any action we deem necessary to protect the reputation, value and goodwill of Logolance, including but not limited to the suspension or termination of Member Accounts or other legal action.
When a Designer is hired for a Project, the Designer is responsible for delivering logo design concepts in a professional manner, on schedule and in accordance with the Project Contract and this Agreement. In completing the Project and providing the Designer Services, a Designer must provide its own materials, tools, and equipment at its own expense. It is the sole discretion and control of the Designer to decide the means and process by which the Designer completes the Project. The Designer Services shall be consistent with industry standard practices.
The Client is responsible for managing, reviewing, providing feedback, accepting, and paying for Designer Services in a professional and timely manner, in accordance with the Project Contract and this Agreement.
A Project becomes “Active” at Project Launch. A Project will be deemed “Abandoned” after four (4) or more weeks without communication from the Client through the website, or upon request for Project termination by the Client according to the Invoice and Payment System section below. The “Final Design” is the design that the Client chooses as the final design through the Website in order to receive final production files for the design. Once a Client chooses a Final Design and completes payment for the Final Invoice (defined below within the Invoice and Payment Service section), the Project shall be deemed “Complete And Final.”
The relationship between Client and Designer is that of independent contractors. Except and solely to the extent expressly stated, nothing in this agreement shall be deemed to create an agency, partnership, joint venture, or employer-employee relationship between Logolance and any Designer or Client, or between Designer and Client.
Logolance respects the copyrights of others. You may not provide Content, modify, reproduce, or distribute any copyrighted or proprietary information, material, or trademarks for which you do not own the rights without first obtaining written approval from the owner of such rights. It is the policy of Logolance to terminate membership and discontinue providing services to any Member who repeatedly infringes upon the copyrights of others. Logolance also retains the right to discontinue providing access to part of all of the Website for Members that have been found to infringe upon the copyrights of others, regardless of whether or not the Member has had repeat infringements.
Pursuant to the Digital Millennium Copyright Act, Logolance will promptly remove or disable access to material formally claimed to be infringing or otherwise determined by Logolance to be infringing based on the facts or circumstances available. Logolance may, at its sole discretion, send a copy of such copyright dispute notices to third parties for review or publication, with your person information removed. Logolance does not tolerate false claims of copyright infringement. You may be subject to liability for any damages, including costs and attorney’s fees, if you materially misrepresent that content on the Website infringes on your copyright.
If you are a copyright owner, or an authorized representative of the owner, and would like to report copyright infringement by a user on the Website, please send a written notification to Logolance’s Designated Agent. The address of the Designated Agent can be found below. The notification must include the following information:
1. Your name, mailing address, telephone number, and, if available, your email address.
2. Identification of the copyright work claimed to have been infringed.
3. Identification of the content on the Logolance Website that you claim infringes on your copyright, and information sufficient to allow Logolance to locate such content, such as the applicable URLs
4. A statement that you have a good faith belief that use of the material in the manner complained is not authorized by the copyright owner, its agent, or the law.
5. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
6. Your physical or electronic signature.
If you believe that your content was removed by mistake or misidentification, you may file a DMCA Counter Notification to Logolance’s Designated Agent. The address of the Designated Agent can be found below. The notification must include the following information:
1. Your name, mailing address, telephone number, and, if available, your email address.
2. A statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if your address is outside the United States, for any judicial district in which Logolance is located, and that you accept service of process from the person who provided notification under subsection the Digital Millennium Copyright Act Sec 512(c)(1)(C).
3. A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
4. Your physical or electronic signature.
Contact Information for Logolance’s Designated Agent
414 Bradley Circle
Saint Charles, IL 60174
Upon receiving a notification of copyright infringement, Logolance will make every attempt to review the report quickly. If the report contains the necessary information, Logolance will promptly remove or disable access to the content, and notify the user that is alleged to have infringed upon the copyright of others (“Subscriber”). If requested, we will also provide the initial notification to the Subscriber. Upon receipt of a complete Counter Notification, Logolance will promptly provide the person who provided the initial notification (“Submitter”) with a copy of the Counter Notification. Within 10 to 14 days of receiving the Counter Notification, Logolance will replace the removed material, or cease disabling access to it, unless we first receive notice from the Submitter that such person has filed an action seeking a court order to restrain the Subscriber from engaging in infringing activity relating to the material on the Logolance Website.
Each Client and Designer is solely responsible for fulfilling any tax-related governmental reporting, and all income tax, payroll tax, payroll withholding, VAT, sales tax, use tax, and other applicable legal requirements, including but not limited to requirements related to the purchase and sale of services from and by independent contractors. You understand and agree that Logolance will not fulfill or issue Form 1099, Form W-9, or Form 1096. As a United States based Client, it is solely your responsibility to issue Form 1099, if applicable, to any United States based Designers that you pay.
The Logolance Invoice and Payment Service (“Payment Service”) allows Clients to pay, and Designers to receive payment for Projects on the Website. Logolance Clients frequently hire multiple Designers to work on the same Project through the Website. The Payment Service allows Clients to make aggregated payments directly to Logolance, which are then transferred in the appropriate portions to each Designer working on the Project. To provide this service, Logolance generates invoices to Clients that include payment obligations to multiple Designers (or one Designer, in the event that only one Designer is hired for the Project).
Before accepting a Project, a Designer has the ability to review the Project details and budget, and see how much they will be paid to work on the Project. The amount a Designer will be paid to work on a Project depends on the Project budget and the number of the Designers the Client hires for the Project. Sixty Two and a half percent (62.5%) of the Project budget is split equally among all Designers working on the Project. Thirty seven and a half percent (37.5%) of the Project budget is paid to the Designer that creates the Final Design in order to produce final production files. These amounts are before Service Fees are deducted.
To initiate a Project, the Client must pay a 25% deposit of the Project budget. To collect this deposit, an invoice is automatically generated by the Website (“Initial Invoice”) and the payment is collected before Project Launch. This invoice is on behalf of all Designers working on the Project and the payment for this invoice is split equally among all designers after the Service Fee is deducted (described below).
When the Client chooses the Final Design, the Client must pay the remaining 75% of the Project budget, and an invoice is automatically generated by the Website to collect this payment (“Final Invoice”). Once payment is collected, the Designer that created the Final Design is instructed to deliver the Final Files. This invoice is on behalf of all Designers working on the Project. After the Service Fee is deducted (described below) Fifty percent of this invoice (50%) is paid to the Designer that created the Final Design, and the remaining fifty percent (50%) is split equally among all Designers working on the project.
When a Client makes a payment through the Website, Logolance deducts a “Service Fee” that we earn for planning, developing, creating, hosting, maintaining, and otherwise providing the Website. After deducting the Service Fee, Logolance transfers the remaining payment in the appropriate portions to each Designer working on the Project. The Service Fee is currently 20% of each payment.
Payments to Designers are transferred to Designers when the Project is deemed Complete And Final or Abandoned. If the Project is Active for longer than thirty days (30 days), the payment for the 25% project deposit is transferred at that time, rather than when the Project is Complete And Final or Abandoned. Designers have the ability to choose how they would like to have funds transferred within their Account. The payment transfer options include Paypal, by Check (for Designers in the United States only), or by bank transfer (for an additional fee as specified in the Account payment options). Any other payment transfer options will not be accepted unless agreed to in writing by Logolance.
Payment transfers may take up to two weeks (2) to process and complete from the time the transfer was initiated.
The Client may choose to terminate an Active Project at any time for any reason. If a Project is terminated or otherwise Abandoned for any reason, the Client will not be invoiced the Final Invoice, and can end the Project having only paid the Initial Invoice. In such an event, any payment amounts for the Initial Invoice that have been collected by Logolance but not yet been transferred to the Project Designers will be transferred at this time.
As a Designer using the Payment Service, you appoint Logolance as your agent to obtain the payment funds on your behalf and transfer the funds to you using your designated payment transfer option. As a Client using the Payment Service, you appoint Logolance as your agent to collect your payment funds and transfer the funds to the recipient(s) you choose.
Before transferring payments to Designers, Logolance holds Client payment funds separate from our corporate operating funds, and will not make your funds available to our creditors for any purpose, including but not limited to the event of bankruptcy. As specified in Section 541(d) of the United States Bankruptcy Code, Logolance only holds legal title to your funds, but does not hold an equitable interest in your funds.
You agree that any disputes that occur between Client and Designer related to payments or Designer Services remain between such Clients and Designers, and that Logolance will not be a party to any such dispute. If a Client instructs Logolance to withhold transferring a payment to a Designer on their Project, we will, at the Client’s sole discretion and after deducting the 20% Service Fee (a) return the funds to the Client; or (b) redistribute the funds to other Designers working on the Project.
Logolance functions as a payment provider by developing, hosting, and maintaining the Payment Service through the Website. Logolance has no control or responsibility for Designer Services paid for through the Payment Service. Logolance cannot guarantee that a Designer or Client will complete a transaction. The Payment Service, or any part thereof, will not be deemed to define Logolance as your agent with respect to any Designer Services provided or received through the Website. The Payment Service does not modify or expand any liability, warranty, or indemnity within this Agreement.
LOGOLANCE IS NOT A BANK. PAYMENTS TRANSFERRED THROUGH THE PAYMENT SERVICE ARE NOT INSURED DEPOSITS, AND WILL NOT RECEIVE INTEREST OR OTHER EARNINGS. LOGOLANCE MAY CHOOSE TO EARN INTEREST ON FUNDS TRANSFERRED THROUGH THE PAYMENT SERVICE.
Designers: You agree to use Logolance to complete Projects and receive payments for Projects you find through the Website, and you understand and agree that use the Payment Service is mandatory for these Projects. You agree that you will not engage the Client or solicit to work with the Client directly outside of Logolance for any Projects you identify through the Website. You agree that Logolance earns its Service Fee on any and all payments you receive related to Projects you identify through the Website, whether or not you actually receive the payments through the Website. You agree not to take any action to avoid these fees.
You maintain the right to work with any Clients you identify through the Website on future projects unrelated to Projects posted on Logolance.
Clients: By posting a Project and identifying or reviewing Designers through the Website, you agree to use Logolance to complete payments for the Project to any Designers you identify through the Website, so that Logolance can collect its Service Fee, and you understand and agree that use the Payment Service is mandatory for these payments. You agree that Logolance earns its Service Fee on any payments related to the Project that you make to a Designer that you identify on the Website, whether or not you actually make the payments through the Website. You agree not to take any action to avoid these fees.
If a Client would rather not use the Payment Service to pay a Designer, they may do so only by paying an Opt-Out Fee of $500 for finding the Designer through the Website. After the Client pays the Opt-Out Fee, the Client and Designer may then make payments outside of the Website for any work completed together. For instructions on paying the Opt-Out Fee, you must contact Logolance at email@example.com.
If a Client is found to have paid a Designer directly for a Project that was posted on Logolance, through which the Client initially identified the Designer, and the Client fails to pay the Opt-Out Fee as agreed above, the Client acknowledges and agrees that it is liable to pay Logolance $500.
Clients maintain the right to work directly with any Designer for any future projects that are unrelated to Projects they have posted on Logolance, regardless of whether or not they pay an Opt-Out Fee.
The Website and Payment Service operate in United States Dollars. Logolance is not responsible for international currency fluctuations when invoicing, receiving payments or transferring payments.
As a Client, Logolance reserves the right to charge you to obtain reimbursement for costs related to any charge backs on payments processed from your credit card, bank, or any other account.
As a Client, your use of the Payment Service represents your agreement to pay for any amounts you authorize us to charge you, your credit card, or your bank account and once payments are authorized, they are final. If Logolance does not receive payment for any amount you have authorized to be paid, you agree to pay any such amount immediately, and to additionally pay any collection fees, interest charges, attorney’s fees, or other costs incurred as a result of your delinquent payment. Logolance reserves to right to file suitable reports to law enforcement authorities, credit reporting agencies, and financial institutions.
The Website contains links to other websites which Logolance does not control or endorse. Some of these links are provided by Members or other Website users, while some of them are provided by Logolance. You agree that Logolance is not responsible for the content available on websites that we do not own, and makes no guarantee related to the availability of such websites. Certain features or services on the Website are provided by or licensed from third parties. The use of each of these features is governed by the applicable third party terms of service.
Logolance grants you a limited license to access and use the Website for the purpose of managing and completing logo design projects between Clients and Designers as described in the above section titled “Website Services.”
You may not sell, resell, reproduce, duplicate, copy, distribute, modify, publicly perform, prepare derivative works based on, repost, or otherwise use or display the Website, or any portion thereof, including but not limited to any Content found on the Website, in any way for any commercial or public purpose without our prior written consent, or the consent of the rights holder.
Other than expressly defined in this section, nothing in this Agreement awards, transfers, or confers any license under any of Logolance’s or any third party’s Intellectual Property Rights, whether by implication, estoppels, or otherwise.
Logolance retains all title, rights, and interest in and to all copyrights and trademarks related to the Website. The Logolance logo and name are trademarks of Logolance and WineMcGee, LLC. The look and feel of the Website is the trade dress of Logolance and may not be copied, reproduced, or emulated without the express written consent of Logolance.
It is our goal to resolve all disputes between you and Logolance in a fast, fair and cost-effective manner. Therefore, you and Logolance agree that we will resolve any dispute, claim or controversy related to the Website or this Agreement in accordance with this section titled “Resolution of Disputes.” You agree to first contact Logolance directly to seek a resolution to any dispute before resorting to any other alternative.
This Agreement is governed by the internal laws of the State of Illinois without giving effect to the rules of conflicts of law. Unless Arbitration is elected as described below, the sole jurisdiction and venue to resolve any claim or dispute you have against Logolance will be the courts located within Cook County, Illinois. You hereby consent to the exclusive jurisdiction of the courts located within Cook County, Illinois for the purpose of litigating all such claims or disputes. Any cause of action or claim arising out of or related to this Agreement or your use of the Website must be initiated within thirty (30) days after the claim or cause of action arises, or it will be barred.
If you are unable to resolve your issue by working directly with us, Logolance will consider reasonable requests to resolve disputes through alternative dispute resolution (“ADR”) procedures. For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they must initiate the arbitration through an established alternative dispute resolution provider that is mutually agreed upon by both parties. The ADR provider and the parties must follow these rules: (a) unless mutually agreed upon by the parties, the arbitration will not include any personal appearance by the parties or witnesses; (b) the arbitration must occur online, by telephone, or be entirely based on written submissions; and (c) any judgment on the award rendered by the ADR provider may be entered in any court of competent jurisdiction.
All claims you bring against Logolance must be filed in accordance with this section, titled “Resolution of Disputes”. All claims filed contrary to this section shall be considered improperly filed. Logolance shall be entitled to recover attorneys’ fees and costs up to $1,000, provided that Logolance has notified you of the improperly filed claim, and you have failed to promptly withdraw the claim.
This Agreement and any notices or other communications related to the Website, your Account, or your use of the Website services (“Notice(s)”), may be provided electronically, and you agree to receive all such Notices electronically. We will send Notices to you by email or by posting them on the Website. You may print a copy of any Notice to retain it for your records.
You agree that all Notices received in either paper or electronic format shall be considered to be in “writing”. You will be considered to have received a Notice no later than (24) hours after we send the Notice to the email address provided to us on the Website, or when we post such Notice on the Website. You agree to keep your email address accurate and updated on the Website, and you must regularly check the Website for Notices and communications. We may also provide legal Notice to your physical address that you provided through the Website. In such an event, the Notice shall be considered to have been received three (3) days after the date of mailing.
Your consent to receive Notices electronically is valid until you revoke your consent by contacting Logolance by telephoning customer service or sending an email to firstname.lastname@example.org. In such an event, Logolance will terminate your right to use the Website.
All Notices and communications to Logolance intended to have a legal effect must be delivered by means evidenced by a delivery receipt to the following address, and are deemed effective upon receipt:
1960 N. Lincoln Park West
Chicago, IL 60614
Unless otherwise agreed in writing by both parties, either party may terminate this Agreement at any time upon notice to the other party. In such an event, Logolance may continue to provide any services necessary to complete any open transactions between you and another Member, and you shall remain obligated to pay any amounts unpaid to Logolance ato any Designers.
When your Account is terminated, you may no longer have access to the Website or any Content you keep on the Website, and you agree that all of your Content may be deleted from the Website by Logolance.
If your Account is suspended or terminated, you may not continue to use the Website with the same Account, a different Account, or register under any new Account.
Logolance frequently terminates Accounts of Designers whose work quality, as determined solely by Logolance, is inadequate. Logolance, in its sole discretion, reserves the right to terminate any user, Member, Account, or Project for any reason, or for no reason, at any time. We will notify you if we terminate your Account, unless we determine, in our sole judgment, that providing notice would cause a risk of further damages, violations, or safety. We will always notify you that your Account will be cancelled if the law requires such notification.
You agree that if Logolance suspends or terminates your Account or your Project, we may, at our sole discretion, notify Members engaged in Projects with you to inform them of your suspension or termination, and to provide them with a summary explanation for the action.
LOGOLANCE IS PROVIDED “AS-IS” AND “AS AVAILABLE” WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. LOGOLANCE TRIES TO KEEP THE WEBSITE SAFE, SECURE, BUG-FREE, AND AVAILABLE, BUT WE DO NOT GUARANTEE THAT THE LOGOALNCE WEBSITE WILL BE SAFE, SECURE, AVAILABLE, OR BUG-FREE. YOU USE THE WEBSITE AT YOUR OWN RISK. LOGOLANCE DOES NOT WARRANT OR GUARANTEE THE QUALITY, RELIABILITY, ACCURACY, AVAILABILITY AND SECURITY OF THE LOGOLANCE WEBSITE, OR CONTENT ON THE WEBSITE.
THE LOGOLANCE WEBSITE IS DEVELOPED AND CONTROLLED IN THE UNITED STATES OF AMERICA. WE DO NOT GUARANTEE THAT THE WEBSITE IS AVAILABLE OR SUITABLE IN OTHER JURISDICTIONS AND THOSE THAT ACCESS THE SITE FROM OTHER JURISDICTIONS DO SO AT THEIR OWN RISK AND ARE SOLELY RESPONSIBLE TO COMPLY WITH ALL APPLICABLE UNITED STATES AND LOCAL LAWS.
APPLICABLE LAW IN SOME JURISDICTIONS DOES NOT ALLOW FOR ALL LIMITATIONS ON IMPLIED WARRANTIES, SO SOME OR ALL OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
YOU AGREE THAT IN NO EVENT SHALL LOGOLANCE OR OUR THIRD PARTY SERVICE PROVIDERS BE LIABLE TO YOU OR ANY OTHER MEMBER FOR ANY INCIDENTAL , SPECIAL, INDIRECT, CONSEQUENIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF PROFITS, DISCLOSURE OF CONFIDENTIAL INFORMATION, LOSS OF PRIVACY, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE LOGOLANCE WEBSITE OR SERVICE, EVEN IF LOGOLANCE HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, LOGOLANCE’S AGGREGATE LIABILITY TO YOU FOR ANY CAUSE OR CLAIM RELATED TO THE LOGOLANCE WEBSITE OR SERVICE WILL AT ALL TIMES NOT EXCEED THE GREATER OF $100 OR THE TOTAL SERVICE FEES PAID BY YOU TO LOGOLANCE DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF LIABILTY.
APPLICABLE LAW IN SOME JURISDICTIONS DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OR ALL OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. LOGOLANCE’S LIABILITY SHALL BE LIMITED TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW.
In the event that you have a dispute with another Member on Logolance, you affirmatively agree to hold Logolance and our officers, directors, mangers, employees, and agents, harmless from any losses, claims, or other damage whatsoever, whether actual or consequential, of every kind and nature, arising out of or in any way related to such dispute.
You expressly waive Section 1542 of the California Civil Code, and any similar law in any other jurisdiction, which provides that: “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.”
You agree to indemnify, defend, and hold Logolance, its officers, managers, and employees harmless from any claim, demand, action, loss or damages, including reasonable attorney’s fees, brought by a third party against Logolance arising out of, relating to, or resulting from (a) your use of the Website or services provided by Logolance; (b) any and all payment obligations incurred through the use of the Website, or your failure to pay any invoice or dispute of any payment; (c) your decision to submit personal financial information or credit card information through the Website; (d) your decision to submit Projects, offer Proposals, extend or accept offers from other Members; (e) any claims or breach of contract made by Members with which you worked with through the Website; (f) any claims or liabilities related to the payment and reporting of taxes for any payments made through the Website; (g) your breach of this Agreement; or (h) any intentional wrongdoing by any other Member on the Website whom with you interacted.
We will notify you in writing of any such claim or liability or threat thereof, cooperate with you in the defense or settlement, and allow you to control the defense or settlement. We shall be at liberty to partake in the defense at our own expense through our own council.
This Agreement is a complete and exclusive statement of the entire agreement between you and Logolance concerning the Website.
If any portion of this Agreement is found to be illegal or unenforceable, neither the validity nor enforceability of the remainder of the Agreement shall be affected. The failure of Logolance to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.
You may not assign or transfer all or any part of your rights under this Agreement without the express written consent of Logolance.
The captions and bold paragraph headings included in this Agreement are for convenience only and shall not be given any legal or contractual effect.