The website located at http://www.elbrander.com (the “Site”) is a copyrighted work belonging to Ultimate 360 Guild Limited Number: 216090 (“Elbrander”, “us”, and “we”). Certain features of the Services or Site may be subject to additional guidelines, terms, or rules, which will be posted on the Service or Site in connection with such features. To the extent such terms, guidelines, and rules conflict with these terms of use, these terms of use shall govern.
These terms of use (“Agreement”) set forth the legally binding terms for your use of the Site and Services (whether as a Customer, Designer or as a Producer/Supplier). By registering for Services, you are accepting this Agreement and you represent and warrant that you have the right, authority, and capacity to enter into this Agreement. You may not access or use the Site or Services if you are not at least 18 years old. If you do not agree with all of the provisions of this Agreement, you cannot use the Services.
In case you are located outside Uganda this Agreement requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limits the remedies available to you in the event of a dispute.
Elbrander provides an online platform that helps connect design seekers (“Customers”) and designers who wish to provide such designs (“Designers”), and the Project Service (each as defined below and collectively, the “Services”). “User” means any user of the Site or Service, and may be a Designer 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 Designer, further the provisions in this Agreement regarding Designers apply to you. “Winning Design” means the applicable winning Design Concept, purchased Design Template (and any customized version thereof), or the design sold under the Project Service. “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.
(a) Customer may create a design project (“Design Project”) by creating a design brief (“Design Brief”), paying the Customer Payment and following the other instructions on the Site. The Design Brief must clearly specify the requirements for the Design project, such that Designers clearly know the rules and criteria on which their Design Concepts will be judged. Customer must select one winning Design Concept by a certain time specified. If no winner is selected after the selecting winner session of a Design Project, Elbrander will retain the Customer Payment, Elbrander will distribute the Designer Fee equally among the Designers who participated in the Design Project and who have won a Design Project in the past and who have not breached this Agreement, and Customer will have no right to a refund or to use the Design Concepts. If no winner is selected in the final round of a Design Project, Elbrander will retain the Customer Payment, Elbrander will distribute the Designer Fee equally among the finalists who satisfy criteria determined by Elbrander’ in its sole discretion, in the final round of the Design Project, and Customer will have no right to a refund or to use the Design Concepts. (b) For the avoidance of doubt, Customer has no right or license to use any Design Concepts other than the Winning Design. Customer may not: (a) run a Design Project if Customer is tendering the creation of the same design through a service other than the Site; (b) allow or request Designers 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 Project or awarding a separate account held by Customer as the successful Designer in a Design Project. Customers and Designers must deal on an arm’s length basis Customer may not cancel any Design Project for the purpose of contracting separately with a Designer who Customer meets through the Site which results in Customer avoiding paying Elbrander any Customer Payment or any fees and charges of Elbrander. (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 Design Transfer Agreement, available at http://elbrander.com/Design-Transfer-Agreement, sets forth the legally binding terms between the applicable Designer and Customer for the sale of a Winning Design through the Design Project Service.
The following terms apply to Customers who have purchased a Winning Design and Designers who have sold a Winning Design.
For the Design Project, (a) Customer will pay the Customer Payment to Elbrander and Elbrander will pay Designer the Prize Amount (subject to first receiving payment from Customer), and (b) Designer will upload the Winning Design and Elbrander will deliver the Winning Design to Customer, in a format specified by Elbrander. If Customer accepts the Design as described above, then Elbrander will pay Designer the Prize Amount. The “Customer Payment” means (i) the price selected by Customer when Customer requested a Design. The “Prize Amount” means the Customer Payment for the Winning Design, less 18% fees and charges imposed by Elbrander and minus any applicable Taxes.
In case of order cancellation, The customer’s deposited funds will be refunded upon request less 18% of the cost of the order charged as administration fees using the payment methods specified by Elbrander from time to time. Elbrander may refund Customers for the following reasons: (i) the Winning Design is Defective; (ii) Elbrander is required by law or considers that it is required by law to do so; (iii) Elbrander determines that issuing a refund to Customer will avoid any dispute or increased costs to Elbrander; (iv) Elbrander issues the refund to Customer in accordance with any refund policy specified by Elbrander 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) The delivered goods deviate from agreed standards/quality; (viii) The delivered goods have printing defects; (ix) The delivered goods have variations in quantity; (x) Delivery is not made within the Guaranteed Period. A Winning Design will be deemed to be “Defective” if: (i) Customer and Designer agree it is defective and notify Elbrander of this fact; (ii) the Winning Design is subject to a third party claim that the Winning Design infringes/misappropriates such party’s IPR, that is not frivolous; (iii) does not comply with the requirements set in a Design Brief in a Design Project or with the requirements set in a customization request for a Design Template or Design Project request.
(a) The Prize Amount will be paid to Designer in the local currency. Elbrander is not an escrow service and does not hold property on behalf of any person. All amounts deposited or paid to Elbrander are property of Elbrander and Elbrander may use those funds as it sees fit. The only rights that you have to receive payment of any amounts held by Elbrander are as set out in this Section 3.3.
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 Winning Designs via the Site. Elbrander 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.
We make no warranties regarding the Design Project, Design Concepts, Design Templates, any other products or services provided by Designers, Customers, or other Users and each of the foregoing are provided by us “AS IS”. Designers sell and Customers buy Winning Designs 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 Elbrander will not be responsible for any loss or damage incurred as the result of any such interactions (excluding those directly due to Elbrander’ 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, Elbrander will use commercially reasonable efforts to provide the Services described in this Agreement.
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 Designers and Third Party Sites & Ads (excluding those directly due to Elbrander’ acts or the Services).
In order to use the Service, you must register for an account with Elbrander (“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 Elbrander with identification documents (including copies of IDs, passports or drivers licenses) which Elbrander 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 calling Customer Support at the contact number in Section 14.5. 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 Elbrander of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security which is based on your negligence. Elbrander cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. Designers 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 Projects, Design Concepts, Design Templates, 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 Elbrander. Because you alone are responsible for your User Content (and not Elbrander), you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Elbrander is not obligated to remove any Design Projects, Design Concepts, Design Templates, or Reviews from the Site unless required by applicable Law. Elbrander 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.
You hereby grant, and you represent and warrant, that you have the right to grant, to Elbrander 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 Elbrander will only use your Design Brief and Design Concepts to run the applicable Design Project in accordance with the private or public settings of the Design Project. 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 (this sentence does not apply to customers located in the EEA). For the avoidance of doubt, Designer’s license or assignment of the Winning Design to Customer is set forth in the applicable Design Transfer Agreement.
The following sets forth Elbrander’ “Acceptable Use Policy”:
You agree that you will only use the personal information of other Customers or Designers 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.
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.
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.
Subject to the terms of this Agreement, Elbrander grants you a non- transferable, non-exclusive, license to use the Site and Services (excluding Design Concepts, Design Templates, designs in the Project Service, and Winning Designs) for your internal business purposes. For the avoidance of doubt, Designer’s license or assignment of the Winning Design to Customer is set forth in the applicable Design Transfer 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. Elbrander 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 Elbrander 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 Elbrander will have no obligation to provide you with any support or maintenance in connection with the Site or Services.
If you provide Elbrander any feedback or suggestions regarding the Site or Services (“Feedback”), you hereby assign and agree to assign upon our request to Elbrander all rights in the Feedback and agree that Elbrander shall have the right to use such Feedback and related information in any manner it deems appropriate. Elbrander will treat any Feedback you provide to Elbrander as non-confidential and non-proprietary. You agree that you will not submit to Elbrander 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 Elbrander or Elbrander’ licensors. 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. Elbrander and its suppliers reserve all rights not granted in this Agreement.
You agree to indemnify and hold Elbrander (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 Project, Design Concept, Design Template, designs in the Project Service, and Reviews), (iii) your interaction with any other User, or (iv) your violation of this Agreement or any applicable laws. Elbrander 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 Elbrander. Elbrander 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 Elbrander and Elbrander is not responsible for any Third Party Sites & Ads. Elbrander 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 Elbrander Credits 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. Elbrander 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. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Sections 1.4(b), 4, 6, 7, 8 (excluding Section 8.1), 9, 10, 12, 13, and 14.
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.
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 us dollars ($50) or (b) amounts you have paid Elbrander in the prior 12 months (if any). The existence of more than one claim will not enlarge this limit. Some states do not allow the limitation or exclusion of liability for incidental of consequential damages, so the above limitation or exclusion may not apply to you and you may also have other legal rights that vary from state to state.**
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.
(a) Governing Law.
This Agreement shall be governed by and construed solely and exclusively in accordance with the laws of Uganda without giving effect to any law that would result in the application of the law of another jurisdiction.
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 Elbrander 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 Elbrander’ 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 © 2017, Elbrander. 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.
Plot 9, Nasser Lane, Kampala - Uganda.
#37032 Kampala - Uganda
Telephone: (+256) 392 566 688
Email: info@elbrander.com
