BY REGISTERING ON OR USING THE SITE AND/OR THE SERVICES INCLUDING ACCESSING, INSTALLING OR USING THE SITE AND/OR THE DATA, YOU AGREE AND ACKNOWLEDGE THAT YOU ARE AT LEAST 18 YEARS OF AGE, HAVE READ THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.


IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT, YOU HAVE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES (WHERE APPLICABLE) TO THIS AGREEMENT, IN WHICH CASE THE TERMS "YOU" OR "YOUR" OR “USER” SHALL REFER TO SUCH ENTITY AND IT’S AFFILIATES.


IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS UNDER THIS AGREEMENT, YOU AGREE NOT TO ACCESS THE SITE OR USE THE SERVICES.


THIS AGREEMENT CONSTITUTES THE COMPLETE UNDERSTANDING BETWEEN YOU, OR THE ENTITY ON WHOSE BEHALF YOU ARE AUTHORIZED TO ACCESS / USE THE SITE AND THE SERVICES ("HEREINAFTER REFERRED TO AS “YOU”, “YOUR” OR “USER” WHICH EXPRESSION SHALL UNLESS REPUGNANT TO THE MEANING OR CONTEXT THEREOF BE DEEMED TO INCLUDE YOUR AFFILIATES, HEIRS, SUCCESSORS AND ASSIGNS"), AND RELIABLE E SOLUTIONS PRIVATE LIMITED(HEREINAFTER REFERRED TO AS “COMPANY”WHICH EXPRESSION SHALL UNLESS REPUGNANT TO THE MEANING OR CONTEXT THEREOF BE DEEMED TO INCLUDE THEIR SUCCESSORS AND ASSIGNS), WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION RELATING TO THE SUBJECT MATTER OF THE AGREEMENT.


1. DEFINITIONS


1.1. "Affiliate" with respect to any entity means any other entity which directly or indirectly controls, is controlled by, or is under common control with such entity.


1.2. "Site" shall mean the website developed by the Company and accessed by You in pursuance of this Agreement.


1.3. "Communication” shall mean any communications from Company, such as Service announcements, administrative messages, SMS, newsletters and other promotional materials.


1.4. "Confidential Information" shall include without limitation: (a) trade secrets, and (b) proprietary and confidential information, ideas, samples, media, techniques, drawings, works of authorship, models, inventions, know-how, processes , algorithms, and software object and source code.


related to the past, current and future products and services of each of the parties, including information concerning research, development, design specifications, engineering, financial matters, customers, investors, employees, business relationships, business plans, forecasts, sales and marketing plans, marketing materials and strategies; passwords and access codes; Intellectual Property of the Company and any other information regarding the foregoing that is disclosed to the User.


Confidential Information shall not include any information that (i) has become part of the public domain through no fault or breach of the User; or (ii) is already known to the User otherwise than through a breach of the confidentiality provisions of any agreements between the Parties.


1.5. "Contest" shall mean a Design contest created by a Customer in accordance with Clause 3.1.1, for the purpose of selecting a Design submitted by a Designer participating in such Contest, and any other contest as identified under this Agreement.


1.6. "One to One Contest” shall mean a Design contest created by a Customer in accordance with Clause 3.1.1 for the purpose of purchasing a Design created and submitted by a Designer chosen by the Customer.


1.7. "Customer” shall include any User who is registered as a ‘Customer’ with the Site under Clause 2.1.2 and shall not include a Designer.


1.8. "Design” means and includes any design submitted by a Designer to the Customer under a Contest and / or any Design submitted for sale on the Design Shop


1.9. "Design Shop” means the off the shelf design shop through which the Designers may sell their Designs, and Customers may purchase such Designs as further described under the terms of this Agreement.


1.10. "Designer” shall include any User who is registered as a ‘Designer’ with the Site under Clause 2.1.1 and shall not include a Customer.


1.11. "Effective Date" shallmean the date on which the terms and conditions of this Agreement are accepted by the User by registering or using the Services / Site, whichever is earlier.


1.12. "Intellectual Property” or “Intellectual Property Rights” means and include (i) all rights, title, and interest under any statute or under common law including patent rights, copyrights including moral rights, and any similar rights in respect of any intellectual property or other development, anywhere in the world, whether registrable or not; (ii) any licenses, permissions and grants in connection therewith; (iii) applications for any of the foregoing and the right to apply for them in any part of the world; (iv) right to obtain and hold appropriate registrations in under applicable intellectual property laws and, (v) all extensions and renewals thereof (vi) causes of action in the past, present or future, related thereto including the rights to damages and profits, due or accrued, arising out of past, present or future infringements or violations thereof and the right to sue for and recover the same.


1.13. “Party” or “Parties” shall mean and include the Company, the Designer and / or the Customer as may be relevant to the context.


1.14. “Personal Data” shall include any data and or information that the User provides the Company for the purpose of Registration or accessing and using any Services and / or the Site under this Agreement, and in accordance with the Privacy Policy.


1.15. “Services” shall mean the services provided by the Company to the Users as described in clause 4.1.1.


1.16. “Selected Design / Winning Design” shall mean the Design selected by the Customer for the purpose of purchase in accordance with the Design Purchase Agreement.


1.17. “Third Party Systems”means hardware, software, applications and other materials owned by third parties which may be integrated with the Site.


1.18. “Third Party Systems Owners”shall mean the owners or licensors of the Third Party Systems.


1.19. “User” shall mean Designer and / or Customer as may be relevant to the context.


2. REGISTRATION


2.1. Each User is required to register on the Site for the purpose of accessing and using the Site and the Services (“Signup/Register/Registration”) and create a user account for the use of the Site (“User Account”) in the following manner.


2.1.1. Designer Registration:The User may choose to register as a ‘Designer’, in accordance with any of the options provided on the subscription page of the Site. The User may be provided with a range of subscription options, and prices, for Registration, as listed on the subscription page of the Site.


2.1.2. Customer Registration: The User may choose to register as a ‘Customer’, in accordance with any of the options provided on the subscription page of the Site. The User may be provided with a range of subscription options, and prices, for Registration, as listed on the subscription page of the Site.


2.2. Upon Registration, each User may log into the user account on the Site, using a user name and password chosen by the User at the time of Registration (“Registration Details”).


2.3. The User agrees and acknowledges that the User shall be solely responsible for keeping secure the Registration Details required to access the Site. The User acknowledges and agrees that for the purpose of this Agreement, all actions performed by any person using the Registration Details shall be deemed to have been committed by the User and the User will be liable for the same.


2.4. The Company reserves the right to terminate this Agreement at any time if it is found that the User has been sharing the Registration Details, or providing access to the Site, to any unauthorized user or has been using the password, the Site for any illegal or unauthorized purpose.


2.5. The Company reserves the right to refuse to permit any person to register as a User, refuse to permit any person to access the Site, terminate user accounts, and remove or edit content in its sole discretion.


3. FEATURES AND USE OF THE SITE


3.1. Features of Site specific to Customers


3.1.1. Creation and conducting a Contest


3.1.1.1. Upon Registration, a Customer may log into the Site and create:


(i) a Contest by selecting the Design category, providing a Design brief containing the Customer’s requirements, and choosing a Contest package from the options provided on the Site; or


(ii) A One to One Contest, by selecting the Designer and choosing the One to One Contest options provided on the Site.


3.1.1.2. The Customer may be provided with optional add ons and upgrades to the Contest, as described on the Site at the time of such offer, as an additional benefit on the basis of the Contest package chosen. Such add ons and upgrades may be provided free of cost, or for a specific fee, as described on the Site at the time of offering such add ons and upgrades. All such add ons and upgrades are non-refundable and the customer waives any right of a refund on such services. Please refer to clause 5.7. to understand more about our refund policy. 


3.1.1.3. At the time of creation of a Contest, the Customer shall transfer to the Company the total amount the Customer shall be required to pay for the purchase of a Design through the Contest as described on the Site (“Contest Fee/Contest Budget”). The Customer may also be required to pay certain additional fees for the purpose of availing any add ons, upgrades or other features or benefits made available on the Site. Such fee paid for any add on or upgrade is completely non-refundable


3.1.1.4. Upon creation of a Contest, the Contest will be listed on the contest listing page of the Site, or announced on the Site by the Company via such means as the Company may decide, and Designers will be allowed to submit their Designs in accordance with the terms of the Contest, within the period/duration of time pre-selected by the Customer at the time of launching the contest (“Design Submission Period”).


During such Design Submission Period, the Customer will also be able to view, rate, evaluate the Designs submitted for the Contest, communicate with the participating Designers and choose a Winning Design. Upon completion of the Design Submission Period, if the Customer has still not chosen a design as the Winning Design then the Customer may at the discretion of the Company be provided an additional period of 7 days during which the Customer may be allowed to view, rate, evaluate and choose a Winning Design from the Designs submitted for the Contest. During this period no new design entries will be allowed to be submitted by the Designers for such Contest, unless agreed by the Company (“Selecting Winner Period”).


3.1.1.5. Upon completion of the Selecting Winner Period, if the Customer is yet to choose a Winning Design, then the status of the Contest on the Site will change to “Contest Held”, and the Customer will no longer be able to evaluate, rate or choose a Design as the Winning Design.


3.1.1.6. If a Customer fails to choose a Winning Design:


(i) Subject to applicable laws, the Designer Fee may be refunded to the Customer, if such Contest is a Refundable Contest; or


(ii) Subject to applicable laws, the Designer Fee may be distributed equally to each of the Designers participating in the Contest, if such Contest is a Guaranteed Contest.


To clarify, once the Customer chooses a Winning Design, the Customer shall no longer be eligible to receive a refund. 


3.1.1.7. If a Customer requires an extension of a Selecting Winner Period, the Customer may contact the Company by email. If the Company grants an extension of the Selecting Winner Period, such Selecting Winner Period and the extended period shall together be referred to as the “Selecting Winner Period” for such Contest. It does not matter if the Customer has signed the Design Transfer Agreement or not. Once the Customer has selected a winner they waive their rights for a refund and thus can no longer ask for any refunds. Please refer to clause 5.7. to understand more about our refund policy. 


3.1.1.8. The Designer submitting the Winning Design agrees and acknowledges that the Company shall retain the Company Commission from the Contest Budget, and the remaining amount (“Designer Fee”), shall be paid to the Designer who submitted the Winning Design as consideration for the Purchase of the Design by the Customer.


3.1.2. Refundable or Guaranteed Contests


3.1.2.1. At the time of creation of each Contest, the Customer will be given the option of choosing whether such Contest will be a Refundable Contest or a Guaranteed Contest.


3.1.2.2. The Customer must choose a Winning Design within the Selecting Winner Period. The Customer agrees and acknowledges that in the event a Contest reaches the “Contest Held” status, and the Customer does not wish to choose a Winning Design, the Designer Fee, subject to applicable laws, may be refunded or distributed as follows:


(i) Refundable Contest: If a Customer chooses to create a Refundable Contest, the Contest Budget for such Contest shall be refunded to the Customer. As part of the refund policy, the customers asking for a refund must sign a Non Use and Indemnity Certificate which prohibits them from either using any of the design concepts that they receive in their contests or work with any of the designers on the site for the same requirement. Only once the Non Use and Indemnity Certificate is signed, the refund is processed. 


(ii) Guaranteed Contest: All guaranteed contests are non-refundable contests i.e. if a customer chooses to create a guaranteed contest, he/she waives the right to a refund. In case the customer fails to choose a winner within 7 days of completion of the design submission period, the Company may choose a Winning Design and pay the Designer submitting such Winning Design the Designer Fee. Alternatively, the Company may also choose to distribute the Design Fee for such Contest evenly amongst all the Designers that have participated in such Contest (“Guaranteed Contest”). The Company Commission for such Contest shall be retained by the Company.


3.1.3. Other Contest features


3.1.3.1. In addition to choosing the Winning Design, and purchasing such Winning Design in accordance with the terms of this Agreement, the Customer may choose to designate a second place design (“Second Place Design”), third place design (“Third Place Design”) and fourth place Design (“Fourth Place Design”). The Customer has the option, at his / her discretion to:


(i) Award and purchase such Second Place Design, Third Place Design or a Fourth Place Design in accordance with terms as described on the Site at the time of such Contest; or


(ii) Only award a Design the title of Second Place Design, Third Place Design or a Fourth Place Design in accordance with terms as described on the Site at the time of such Contest.


Upon selection of any of the above, the Company shall individually retain such Company Commission from each Winning Design, Second Place Design, Third Place Design or a Fourth Place Design, as the case may be, depending upon the subscription options chosen by the Designer upon Registration.


3.1.3.2. Further, Customers will be given the option to rate a Design submitted to the Contest irrespective of whether such Design is a Winning Design or a Second Place Design, Third Place Design or Fourth Place Design.


3.1.3.3. The Customer may purchase from the Company a paid invite (“Paid Invite”) upon payment of a fee to the Company as detailed on the Site at the time of such purchase (“Paid Invite Fee”). The Customer may then use such Paid Invite to invite a Designer to participate in any Contest created by such Customer.


3.2. Features of Site specific to Designers


3.2.1. Contests


3.2.1.1. Upon creation and announcement of a Contest, Designers will be allowed to submit their Designs to the Contest during the Design Submission Period, subject to the terms of clause 3.1.1.3.


3.2.1.2. If a Customer chooses to designate the Designer’s submission as a Winning Design, the Designer will then transfer such Winning Design, and all file extensions, and pre-accepted files related to the Winning Design to the Customer in accordance with the terms of the Design Purchase Agreement during the handover process.


3.2.1.3. If a Customer designates the Designer’s submission a Second Place Design / Third Place Design / Fourth Place Design and chooses to purchase such Second Place Design / Third Place Design / Fourth Place Design under Clause 3.1.3.1, the Designer will then transfer such Second Place Design / Third Place Design / Fourth Place Design to the Customer in accordance with the Design Purchase Agreement.


3.2.1.4. Upon selection of any of the above, the Company shall individually retain such Company Commission from each Winning Design, Second Place Design, Third Place Design or a Fourth Place Design, as the case may be, depending upon the subscription options chosen by the Designer upon Registration.


3.2.2. Referrals


3.2.2.1. A User shall be allowed to make a referral (“Referral”) in the following manner: [please describe the process for referral and the features / benefits associated with the same]


3.2.3. Site Points