Daakor provides an online platform that helps connect customers who wish to purchase interior decorating designs and advice (“Customers”) and interior designers and decorators who wish to provide such designs and advice (“Daakorators”), including, for example, through Design Contests and the Style Board Store (each as defined below and collectively, the “Services”). “User” means any user of the Site or Service, and may be a Daakorator or a Customer. If you are a User, the provisions in this Agreement regarding Users apply to you. If you are also a Customer, further the provisions in this Agreement regarding Customers apply to you. If you are also a Daakorator, further the provisions in this Agreement regarding Daakorators apply to you. “Sold Design Plan” means the applicable winning Design Concept, purchased Design Plan or a Style Board (and any customized version thereof). “Sale” means the applicable sale. “IPR” means all trade secrets, copyrights, trademarks, mask work rights, patents and other intellectual property rights recognized by the laws of any country.
Customer may create a design contest (“Design Contest”) by creating a design brief (“Daakor Design Brief”), paying the Customer Payment and following the other instructions on the Site. The Daakor Design Brief must clearly specify the requirements for the Design Contest, such that Daakorators clearly know the rules and criteria on which their Design Concepts will be judged. The current Design Contest is limited to a Pre-Paid Contest. Daakorators invited by Daakor (in Daakor’s sole discretion) to enter a Design Contest may submit design concepts (“Design Concepts”) in the format specified by Daakor by following the instructions on the Site. Design Concepts must comply with the Daakor Design Brief. For Pre-Paid Contests, Customer must select one winning Design Concept by the time the Pre-Paid Contest closes. Customer may withdraw Pre-Paid Contest for a refund of the Customer Payment before choosing a winning Design Concept and before the close of the Pre-Paid Contest. Customer may additionally seek a refund of the Customer Payment for a Pre-Paid Contest at any time up to 30 days after the date of payment for the Pre-Paid Contest, but only if a Design Contest winner was not chosen by Customer. For the avoidance of doubt, Customer has no right or license to use any Design Concepts other than the Sold Design Plan. Customer may not: (a) run a Design Contest if Customer is tendering the creation of the same design through a service other than the Site; (b) allow or request Daakorators to submit Design Concepts to Customer via any means other than via the Site; and (c) collude in relation to the awarding of a winner in a Design Contest or awarding a separate account held by Customer as the successful Daakorator in a Design Contest. Customers and Daakorators must deal on an arm’s length basis. (d) Customer may not cancel any Design Contest for the purpose of contracting separately with a Daakorator who Customer meets through the Site which results in Customer avoiding paying Daakor any Customer Payment or any fees and charges of Daakor. (e) Some jurisdictions provide Customer certain mandatory statutory rights (e.g., right to supplementary performance (e.g., rectification or replacement), right for a refund, right to withdrawal, right to reduce the price and right to damages in case the Design Concepts are defective) (collectively, “Mandatory Statutory Rights”) which remain unaffected.
The Daakor Deliverable Agreement, available here sets forth the legally binding terms between the applicable Daakorator and Customer for the sale of a Sold Design Plan through the Design Contest or the Style Board Store.
The following terms apply to Customers who have purchased a Sold Design Plan and Daakorators who have sold a Sold Design Plan.
Payment and Delivery
For the Design Contest and Style Board Store, (a) Customer will pay the Customer Payment to Daakor and Daakor will pay Daakorator the Designer Fee (subject to first receiving payment from Customer), and (b) Daakorator will upload the Sold Design Plan and Daakor will deliver the Sold Design Plan to Customer, in a format specified by Daakor. The “Customer Payment” means (i) the price selected by Customer when Customer created a Design Contest as set forth on the Site; or (ii) the listed price for the Sold Design Plan in the Style Board Store. The “Designer Fee” means the Customer Payment, minus the fees and charges imposed by Daakor and minus any applicable Taxes.
Refunds will be paid to Customer using the same payment methods Customer used to remit the Customer Payment to Daakor or via any other method specified by Daakor from time to time. If a refund is paid to Customer or a credit card charge back occurs, then: (a) Daakorator must reimburse Daakor for the applicable Designer Fee (the reimbursement will first be paid out of any Daakor Dollars held by Daakorator and any remaining debt will be payable by Daakorator to Daakor on demand); and (b) Customer will initially receive the amount of the Customer Payment, less the Designer Fee and will receive the Designer Fee only once the Designer Fee is reimbursed by Daakorator to Daakor. Daakor may refund Customers for the following reasons: (i) the Sold Design Plan is Defective; (ii) Daakor is required by law or considers that it is required by law to do so; (iii) Daakor determines that issuing a refund to Customer will avoid any dispute or increased costs to Daakor; (iv) Daakor issues the refund to Customer in accordance with any refund policy specified by Daakor from time to time; (v) the order placed (or request made) by Customer is found to be fraudulent; (vi) Customer placed a duplicate order (or request) in error; or (vii) in Daakor’s sole opinion, Daakor considers that it is likely that the refund is necessary to avoid a credit card charge back. A Sold Design Plan will be deemed to be “Defective” if: (i) Customer and Daakorator agree it is defective and notify Daakor of this fact; (ii) the Sold Design Plan is subject to a third party claim that the Sold Design infringes/misappropriates such party’s IPR, that is not frivolous.
(a) The Designer Fee will be paid to Designer in Daakor Dollars. Daakor Dollars are equivalent to one Canadian dollar ($1 CAD). Daakor Dollars are not legal tender and cannot be traded or sold to third parties. Daakor Dollars are only exchangeable for Sold Design Plans. The balance of any Daakor Dollars held by you may be reduced at any time by Daakor for charge-backs or refunds, or for any amount owing by you to Daakor, to compensate Daakor for any loss it has suffered as a result of any breach of this Agreement by you. Provided that you are not in breach of this Agreement and your Account is not suspended, you may at any time (and Daakor may require you to at any time) convert Daakor Dollars which you hold in your Account to Canadian dollars from time to time. Any such payments will be subject to any minimum or maximum withdrawal amounts set by Daakor, to address, for example, charge-backs and refunds. Daakor is not an escrow service and does not hold property on behalf of any person. All amounts deposited or paid to Daakor are property of Daakor and Daakor may use those funds as it sees fit. The only rights that you have to receive payment of any amounts held by Daakor are as set out in this Section.
General Payment Terms
All payment will be in the local currency based on the location of the Site. You agree that you are responsible for the collection and/or payment of all Taxes which you may be liable for in any jurisdiction arising from your sale or purchase of any Sold Design Plans via the Site. Daakor is not responsible for collecting, reporting, paying, or remitting to you any such Taxes. “Taxes” means any applicable duties, sales taxes, GST, VAT or other taxes which may be levied in respect of a transaction contemplated by this Agreement.
You acknowledge and agree that a substantial portion of the compensation Daakor receives for making the Site available to you is collected as fees deducted from the Customer Payment which is only deducted when a Customer and Daakorator pay and receive payment through the Site. Therefore, for 24 months from the time you meet any party through the Site (the “Exclusivity Period”), you must use the Daakor as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “Daakor Relationship”). You may opt-out of this obligation only if Customer or prospective Customer pays Daakor an “Opt-Out Fee” computed to be the greater of the following amounts:
(a) CAD. $2,000; or
(b) 20% of the cost to the Customer of the services to be performed in the Daakor Relationship during the Exclusivity Period, as estimated in good faith by the prospective Customer.
To pay the Opt-Out Fee, you must request instructions by sending an email message to firstname.lastname@example.org.
You agree not to circumvent the payment methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not:
(a) Share any personal information on your Profile (excluding personal websites and portfolios) in the way of email, video, phone or any other method of direct contact.
(b) Submit proposals or solicit parties identified through the Site to contact, hire, manage, or pay outside the Site.
(c) Accept proposals or solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site.
(d) Cancel any Design Contest for the purpose of contracting separately with a Daakorator who Customer meets through the Site.
(e) Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Customer and Daakorator.
You agree to notify Daakor immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention policy, please submit a confidential report to us by sending an email message to: email@example.com.
We make no warranties regarding the Design Contest, Design Concepts, Design Plans, Tasks, or any other products or services provided by Daakorators, Customers, or other Users and each of the foregoing are provided by us “AS IS”. Daakorators sell and Customers buy Sold Design Plans at their own risk. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any other User. Your interactions with other users are solely between you and such User and Daakor will not be responsible for any loss or damage incurred as the result of any such interactions (excluding those directly due to Daakor’s acts or the Services). If there is a dispute between you and any User, we are under no obligation to become involved. Notwithstanding the foregoing, Daakor will use commercially reasonable efforts to provide the Services described in this Agreement.
The Site and Services are provided “AS-IS” and “AS AVAILABLE” and we (and our suppliers) expressly disclaim any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We (and our suppliers) make no warranty that the Site or Services: (a) will meet your requirements; (b) will be available on an uninterrupted, timely, secure, or error-free basis; or (c) will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe. Some states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.
You hereby release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and hereby waive and release, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions or transactions of you with, or act or omission of you in relation to other Users, including Customers and Daakorators and Third Party Sites & Ads (excluding those directly due to Daakor’s acts or the Services).
In order to use the Service, you must register for an account with Daakor (“Account”) and provide certain information about yourself as prompted by the Site registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. Without limiting the generality of the foregoing, you agree to provide Daakor with identification documents (including copies of IDs, passports or drivers licenses) which Daakor requests from you from time to time for the purposes of verifying your identity. You may delete your Account at any time, for any reason, by contacting Customer Support at firstname.lastname@example.org. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Daakor of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security, which is based on your negligence. Daakor cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. Daakorators may not have more than one Account.
“User Content” means any and all information and content that a User submits to, or uses with, the Site or Services. User Content includes Design Contests, Design Concepts, Design Plans, and reviews and/or testimonials (“Reviews”). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby represent and warrant that your User Content does not violate the Acceptable Use Policy (defined below). You may not state or imply that your User Content is in any way provided, sponsored or endorsed by Daakor. Because you alone are responsible for your User Content (and not Daakor), you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Daakor is not obligated to remove any Design Contests, Design Concepts, Design Plans, or Reviews from the Site unless required by applicable Law. Daakor is not obligated to backup any User Content and User Content may be deleted at any time. You are solely responsible for creating backup copies of your User Content if you desire.
License to User Content
You hereby grant, and you represent and warrant, that you have the right to grant, to Daakor an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license for all the duration of the intellectual property rights to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, solely for the purposes of including your User Content in the Site and Services; provided that Daakor will only use your Daakor Design Brief and Design Concepts to run the applicable Design Contest in accordance with the private or public settings of the Design Contest. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. For the avoidance of doubt, Daakorator’s license or assignment of the Sold Design to Customer is set forth in the applicable Daakor Deliverable Agreement.
The following sets forth Daakor’ “Acceptable Use Policy”:
You agree that you will only use the personal information of other Customers or Daakorators made available to you only for the purposes of interacting with them in relation to the Services. You must not use their personal information for any other purpose, including for marketing purposes. You represent and warrant that you will comply with applicable privacy laws and data protection laws in relation to the storage, use and transfer of personal information.
You agree not to use the Site or Services with any User Content or to provide any products or services that (a) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e. g. , material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; or (c) is in violation of any Laws, or obligations or restrictions imposed by any third party.
We reserve the right (but have no obligation) to review any User Content, investigate, and/or take appropriate action against you in our sole discretion (including removing or modifying your User Content, terminating your Account, and/or reporting you to law enforcement authorities) if you violate the Acceptable Use Policy or any other provision of this Agreement or otherwise create liability for us or any other person.
You agree not to use the Site or Services to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site or Services or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Site or Services, other computer systems or networks connected to or used together with the Site or Services, through password mining or other means; (f) harass or interfere with another user’s use and enjoyment of the Site or Services; (g) introduce software or automated agents or scripts to the Site or Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Site or Services; (h) impersonate any person or entity or falsify or misrepresent yourself or your affiliation with any person or entity; or (i) display, mirror, or frame the Site.
Subject to the terms of this Agreement, Daakor grants you a non- transferable, non-exclusive, license to use the Site and Services (excluding Design Concepts, Design Plans, and Sold Design Plans) for your internal business purposes. For the avoidance of doubt, Daakorator ’s license or assignment of the Sold Design Plans to Customer is set forth in the applicable Daakor Deliverable Agreement.
The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, customize, or otherwise commercially exploit the Site or Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site or Services; (c) you shall not access the Site or Services in order to build or promote a similar or competitive service; and (d) except as expressly stated herein, no part of the Site or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Site or Services shall be subject to the terms of this Agreement. All copyright and other proprietary notices on any Site or Services content must be retained on all copies thereof. Daakor reserves the right, at any time, to modify, suspend, or discontinue the Site or Services or any part thereof with or without notice. You agree that Daakor will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site or Services or any part thereof. You acknowledge and agree that Daakor will have no obligation to provide you with any support or maintenance in connection with the Site or Services.
If you provide Daakor any feedback or suggestions regarding the Site or Services (“Feedback”), you hereby assign and agree to assign upon our request to Daakor all rights in the Feedback and agree that Daakor shall have the right to use such Feedback and related information in any manner it deems appropriate. Daakor will treat any Feedback you provide to Daakor as non-confidential and non-proprietary. You agree that you will not submit to Daakor any information or ideas that you consider to be confidential or proprietary.
Each User owns its own User Content. Excluding your User Content, you acknowledge that all the IPR in the Site and Services are owned by Daakor. The provision of the Site and Services does not transfer to you or any third party any rights, title or interest in or to such IPR. Daakor and its suppliers reserve all rights not granted in this Agreement.
You agree to indemnify and hold Daakor (and its officers, employees, and agents) harmless, including reasonable costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (i) your use of the Site or Services, (ii) your User Content (including your Design Contest, Design Concept, Design Plan, and Reviews), (iii) your interaction with any other User, or (iv) your violation of this Agreement or any applicable laws. Daakor reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Daakor. Daakor will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
The Site might contain links to third party websites, services, and advertisements for third parties (collectively, “Third Party Sites & Ads”). Such Third Party Sites & Ads are not under the control of Daakor and Daakor is not responsible for any Third Party Sites & Ads. Daakor provides these Third Party Sites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites & Ads. You use all Third Party Sites & Ads at your own risk. When you link to a Third Party Site & Ad, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Sites & Ads.
Subject to this Section, this Agreement will remain in full force and effect while you use the Site or Services. We may (a) suspend your rights to use the Site and/or Services (including your Account) or (b) terminate this Agreement, at any time for a legitimate purpose, including for any use of the Site or Services in violation of this Agreement. Upon termination of this Agreement, your Account and right to access and use the Site and Services will terminate immediately. Any Daakor Dollars or payments outstanding to you at termination will be paid to you. You understand that any termination of your Account may involve deletion of your User Content associated therewith from our live databases. However we reserve the right to continue to use your User Content to the extent permitted under applicable law. Daakor will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Account or deletion of your User Content.
In no event shall we (and our suppliers) be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special or punitive damages arising from or relating to this Agreement or your use of, or inability to use, the Site or Services, even if we have been advised of the possibility of such damages. Access to, and use of, the Site and Services are at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data resulting therefrom. Notwithstanding anything to the contrary contained herein, our (and our suppliers’) liability to you for any damages arising from or related to this Agreement (for any cause whatsoever and regardless of the form of the action), will at all times be limited to the greater of (a) fifty Canadian dollars ($50) or (b) amounts you have paid Daakor in the prior 12 months (if any). The existence of more than one claim will not enlarge this limit.
This Agreement (including pricing terms) is subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any) and/or by prominently posting notice of the changes on our Site. Any changes to this agreement will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Site or Services. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Continued use of our Site or Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
This Agreement constitutes the entire agreement between you and us regarding the use of the Site and Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word including means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Daakor is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Daakor’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.
Copyright © 2018, Daakor. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
Contact Information: email@example.com.
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