Terms of Service

Table of Contents

Site Terms of Service

Last Updated: August 7, 2021

This Site Terms of Service Agreement (“Terms”) governs your use of the Design Dilemmas marketplace platform offered by Design Dilemmas App, Inc., doing business as Design Dilemmas (“we”, “us”, or “Design Dilemmas”), including our website (designdilemmas.app), mobile application (“App”), and services we provide through them (collectively, the website, App, and services referred to as our “Site”). “You” refers to you as a user of the Site.

These Terms apply to users of, including visitors to, our Site. Use of our Site is also subject to our current Acceptable Use Policy. Your use of our Site as a Designer User (defined below) is governed by the Designer Terms of Service. (“Designer Terms”).

PLEASE READ THESE TERMS CAREFULLY. By using our Site or otherwise indicating your acceptance (for example, by agreeing when creating or logging into your account, clicking “I Agree,” etc.), you represent and warrant that you have read, understand, and agree to be bound by these Terms. If you do not agree, do not access or use our Site.

ARBITRATION NOTICE: Section 17 of these Terms contains provisions governing how claims that you and Design Dilemmas have against each other are resolved, including any claims that arose or were asserted prior to the “Last Updated” date at the top of these Terms. It contains an arbitration agreement that will, with limited exceptions, require disputes between you and Design Dilemmas to be submitted to binding and final arbitration. Unless you opt out of the arbitration agreement as described in Section 17: (1) you may pursue claims and seek relief against us only on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and (2) you waive your right to seek relief in a court of law and to have a jury trial on your claims.

Design Dilemmas Marketplace

By creating an account on our Site, you agree to provide true, accurate, current, and complete information. You agree not to create a Site account using a false identity or providing false information or if you have previously been removed or banned from our Site. You are responsible for maintaining the confidentiality of your Site account information, including your access to your email address account that you use to sign up with our Site. You are responsible for all activities that occur on or in connection with your Site account and you agree to notify us immediately of any unauthorized access or use of your Site account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Site account.

Design Dilemma Feedback

Through our Site, you may obtain personalized images, videos, consultations and feedback (“Design Dilemma Feedback”) from interior designers, influencers, celebrities, artists, businesses, and others (each, a “Designer User”). You may submit a request to a Designer User for Design Dilemma Feedback that is personalized for you or a third party that you identify as a recipient (“Recipient”).
You acknowledge and agree that the Designer User has sole discretion to determine how to fulfill your request and the content of the Design Dilemma Feedback created, and may not follow your request exactly. We reserve the right to reject any request in our sole discretion. The Designer User has no deadline to fulfill or decline your request, and may decline your request for any reason in their sole discretion. Your payment method will be charged the amount specified on the Designer User’s Rate you select at the time you submit the request. Your request will be cancellable and refundable up until the Designer User marks your request as In Progress. Once the Designer User has marked your request as In Progress, your request will no longer be cancellable and will not be refundable.
Design Dilemma Feedback is licensed, not sold. You are buying the right (or license) to use it, not the actual Design Dilemma Feedback itself.
Subject to your payment in full, the Designer User hereby grants to you the following limited rights to use the Design Dilemma Feedback solely for your own personal, non-commercial, and non-promotional purposes, subject to these Terms: a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display that Design Dilemma Feedback, in any and all media (for example, on social media platforms), whether now known or hereafter invented or devised.
You may not sell, resell, commercialize, or encumber your rights in any Design Dilemmas Offering, including creating a non-fungible token (“NFT”) from any Design Dilemmas Offering except as agreed by Design Dilemmas in writing. You may sublicense your rights in a Design Dilemma Feedback only to the extent necessary for you to use the Design Dilemma Feedback as permitted under these Terms (for example, sharing it with friends on a social media platform or sending it to a Recipient for personal, non-commercial, and non-promotional purposes as set forth above).
You may use a Design Dilemma Feedback only in accordance with these Terms, which includes our Acceptable Use Policy. We may terminate all or part of the foregoing licenses at any time for any reason. We reserve the right to remove a Design Dilemma Feedback from our Site at any time for any reason without any notice to you.
Deleting the App from your device will not cancel or refund any existing Design Dilemmas Feedback request, even if it has not yet been marked In Progress by the Designer User. Prior to the request being marked In Progress by the Designer User, you may cancel it and be refunded by:
1. Pressing cancel in the App on the Design Dilemma Feedback request; OR
2. Emailing support@designdilemmas.app to request the cancellation, providing your email and a description of the Design Dilemma Feedback request you would like to cancel, including the Designer User’s username

Acknowledgement

You acknowledge and agree that:

Design Dilemmas will not be liable or responsible for any Design Dilemma Feedback or other offering requested by you or any Submission (defined below) you make;
you have no expectation of privacy with respect to any Design Dilemma Feedback requested by you or any Submission (defined below) you make, and that you will not make any request or Submission that infringes on the privacy or other rights of a third party;
you will not to edit, change, modify, or create any derivative work of a Design Dilemma Feedback or assist or encourage any third party to do so;
if you breach any provisions of these Terms, we terminate your access to our Site, or we remove or ban you (or any Site account you created or control), your license to use any Design Dilemma Feedback, or other offering under these Terms terminates and you must: promptly remove all copies of any Design Dilemma Feedback, or other offering in your possession or control, including from any social media platform; notify any Recipient of the termination and instruct them to do the same, and take any other action we reasonably request, including identifying each Recipient; and
without limiting any of our rights, any request you submit through our Site may be rejected by us or by a Designer User; if that happens more than once, we may terminate your access to our Site, remove or ban you (and any Site account you created or control), or take other appropriate action in Design Dilemma’s sole discretion, including terminating your license to use any Design Dilemma Feedback or other offering under these Terms and requiring you to take the actions outlined in Section 4.4.

Additional Terms

Some products or services offered through the Site may have additional terms and conditions (“Additional Terms”). If Additional Terms apply, we will make them available to you in connection with that product or service. By using that product or service, you agree to the Additional Terms. To the extent that the Additional Terms conflict with any of these Terms, these Terms will govern unless the Additional Terms say that some or all of these Terms don’t apply.

Eligibility

Age: You must be at least 16 years old to use our Site.
Eligibility Representations and Warranties: You represent and warrant that:
1. you have not been prohibited from using or accessing any aspect of our Site by us or pursuant to any applicable law or regulation;
2. you will comply with all applicable terms of any third party payment provider we select, and you are not on a prohibited list of that payment provider;
3. you (and any Site account that you created or control) have not been previously banned or removed from our Site for any reason; and
4. you are not a convicted sex offender.
Export Control: You may not use, export, import, or transfer any part of our Site except as authorized by U.S. law, the laws of the jurisdiction in which you use or access our Site, or any other applicable laws. In particular, but without limitation, no part of our Site may be exported or re-exported: (i) into any country embargoed by the U.S. or Canada; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using our Site, you represent and warrant that: (x) you are not located in a country that is subject to a U.S. or Canadian Government embargo or that has been designated by the U.S. or Canadian Government as a “terrorist supporting” country; and (y) you are not listed on any U.S. or Canada Government list of prohibited or restricted parties. You also will not use our Site for any purpose prohibited by law. You acknowledge and agree that products, services, and technology provided by Design Dilemmas are subject to the export control laws and regulations of the U.S and Canada. You will comply with those laws and regulations and will not, without prior U.S. and Canada government authorization, export, re-export, or transfer Design Dilemmas products, services, or technology, either directly or indirectly, to any country in violation of those laws and regulations.

Fees and Payment

Fees: The fee for a Design Dilemma Feedback or other offering is specified on the Designer User’s profile page on our Site when you make your request. You agree to pay all amounts due in accordance with the payment terms in effect when you submit your request or purchase merchandise, including any applicable service, transaction, or processing fees.
Currency: All transactions are in U.S. dollars (“USD”) unless otherwise specified at point of purchase or on the Designer User’s rate on their profile page.
Payment: You may request Design Dilemma Feedback by using a valid payment card or account through the applicable third party payment provider (such as Paypal or a payment provider we select). You must provide the third party payment provider with valid payment information (Paypal, Visa, MasterCard, or other issuer accepted by the payment provider). You acknowledge and agree that Design Dilemmas does not operate, own, or control the payment provider. Your use of your payment card is governed by your agreement with and the privacy policy of the payment provider, not these Terms. You agree to immediately notify the payment provider of any change in your billing address (or other information) for your payment card. Once the Designer User has indicated that the Design Dilemma Feedback is In Progress, you may not cancel the Design Dilemma Feedback request and no refunds will be issued. If the Designer User declines your request, you will receive a refund. If you cancel your Design Dilemma Feedback request prior to the Designer User indicating it is In Progress, you will receive a refund.
1. In addition, if the offering permits, you may choose to designate an additional amount as a “tip”. You acknowledge that Design Dilemmas does not mandate any such tip or gratuity; however, if you do choose to do so, the amount must be at least US $5.00. You agree to pay any amount you authorize as a tip; a tip is not refundable.
Design Dilemmas reserves the right (but is under no obligation) to cancel your Design Dilemma Feedback request if: (i) your payment method is declined; or (ii) you have previously been banned or removed from our Site for any reason. Design Dilemmas also reserves the right at any time to change its fees and payment procedures, including its payment options and terms, either immediately upon posting on our Site or by other notice to you.
Portion of Payment to Designer User: Any payment for a Design Dilemma Feedback or any other offering, feature, or service on our Site, such as a tip or a sticker, will be divided between Design Dilemmas and the Designer User as provided for in Section 3 of the Designer Terms of Service.
Payment Questions: If you have a question about a purchase made on the App or a charge to your payment card, please contact us at support@designdilemmas.app. We have the sole discretion to determine how billing disputes between us will be resolved.

Ownership

You acknowledge and agree that each Design Dilemma Feedback or other offering from a Designer User is owned by the Designer User who created it.
We or our licensors own all right, title, and interest in and to: (i) our Site and the “look and feel” of our Site, including all software, ideas, processes, data, text, media, and other content available on our Site (individually, and collectively, “Design Dilemmas Site Content”); and (ii) our trademarks, logos, and brand elements (“Marks”). Our Site, Design Dilemmas Site Content, and Marks are each protected under U.S. and international laws. You may not duplicate, copy, or reuse any portion of the HTML/CSS, JavaScript, visual design elements, or concepts without our prior express written consent.
You hereby grant to us a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised (including social media platforms), to use, reproduce, license, distribute, modify, adapt, reformat, publicly perform, publicly display, create derivative works of, and otherwise use the following for the purposes of operating and providing our Site, developing and improving our products and services, and advertising, marketing, and promoting our Site and our products and services: (i) any request (video, photo, text, or otherwise) that you make or send to any Designer User, including information concerning any Recipient; and (ii) any submission that you make to Design Dilemmas, whether through our Site, a social media platform, third party website, or otherwise, including a reaction video, idea, intellectual property, publicity rights, Feedback (defined below), review, photo, video, email, message, post, or other communication, whether relating to you, or a third party (i) and (ii) each, individually, and collectively, a “Submission”). You represent and warrant that you either: (x) own all rights to any Submission; or (y) have all rights necessary, including with respect to any third party that contributed to, is included in, or is referred to, in any Submission, to grant to us the foregoing rights. You will not make any Submission that is confidential or proprietary or that contains or includes any information that you do not have the right to disclose or that you or any Recipient do not wish to be disclosed. Design Dilemmas will not be responsible or liable for any use or disclosure of a Submission, including any personal information belonging to you, a Recipient, or a third party.
We may, for any reason, refuse to accept or transmit a Submission or refuse to remove a Submission from our Site. Further, we reserve the right to decide whether a Submission violates these Terms and may, at any time, without notice to you and in our sole discretion, remove your Submission, terminate your access to our Site, remove or ban you (and any Site account you created or control), or take other appropriate action in our sole discretion for violation of these Terms.
Design Dilemmas desires to avoid the possibility of future misunderstandings if a project developed by any Design Dilemmas Party (as defined below) may seem similar to your Submission. If your Submission consists of any idea, suggestion, proposal, plan, or other material related to our business (individually, and collectively, “Feedback”), you acknowledge and agree that you are submitting that Feedback at your own risk and that Design Dilemmas has no obligation (including no obligation of confidentiality or privacy) with respect to that Feedback, and you grant to Design Dilemmas a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised, to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of (for example, translations, adaptations, or other changes), and otherwise use and exploit in any manner (including commercially), any and all Feedback.
You hereby waive any and all moral rights or “droit moral” that you may have in any Submission, including Feedback, and you represent and warrant that no third party has any moral, “droit moral,” or other rights in Submission, including Feedback.

Copyright and Intellectual Property Policy

Digital Millennium Copyright Act Notice: We respond to notices of alleged copyright infringement and terminate access to our Site for repeat infringers. If you believe that materials on our site infringe copyright, please send the following information to the Copyright Agent named below:
1. your address, telephone number, and email address;
2. a description of the work that you claim is being infringed;
3. a description of the material that you claim is infringing and are requesting be removed along with information about where it is located;
4. a statement that you have “a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.”;
5. an electronic or physical signature of the copyright owner (or a person authorized to act for the copyright owner); and
6. a statement by you, made under penalty of perjury, that the information you are providing is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.
Copyright Agent:
support@desgindilemmas.app
If you do not follow these requirements, your notice may not be valid. Please note, only notices of alleged copyright infringement should be sent to our Copyright Agent.
Termination Policy: If we determine that you are a repeat infringer, we may terminate your access to our Site, remove or ban you (and any Site account you created or control), and take other appropriate action in our sole discretion.

Privacy

Your privacy is important to us. Our Privacy Policy explains how we collect, use, and share personal information and other data. By using our Site, you agree to our Privacy Policy.

Third Party Content and Interactions

Our Site may contain features and functionalities that link to or provide you with access to third party content, that is completely independent of Design Dilemmas, including websites, platforms, directories, servers, networks, systems, information, databases, applications, software, programs, products or services, and the Internet in general. Your interactions with third parties, including users and Designer Users, found on or through our Site are solely between you and the third party. You should make whatever investigation you feel necessary or appropriate before proceeding with any contact or interaction, in connection with our Site or otherwise. However you also agree that Design Dilemmas may, in its sole discretion, intercede in any dispute and you will reasonably cooperate with Design Dilemmas if it does so. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities of any kind or nature incurred as the result of any such interaction. You hereby release each Design Dilemmas Party (defined below) from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes or our Site. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY OTHER SIMILAR APPLICABLE STATE STATUTE), WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY".
From time to time, an entity may be identified on a Designer User’s profile page or be associated with the Desginer User elsewhere on our Site as a charitable organization or a recipient of funds that are being raised (“Charity”). For example, the Designer User’s profile page may indicate that all or a portion of the Designer User’s revenue from a Design Dilemma Feedback will be given to the Charity. Those arrangements are strictly between the Designer User and the Charity. Design Dilemmas is not a sponsor of, does not endorse, and is not affiliated with the Charity and is not a commercial co-venturer with respect to such arrangements (unless otherwise expressly stated in writing by Design Dilemmas). Unless expressly stated, Design Dilemmas does not control and makes no warranties about the Charity or any donation to the Charity.

Links

Our Site may contain links to social media platforms or third party websites. You acknowledge and agree that: (a) the link does not mean that we endorse or are affiliated with the platform or website; and (b) we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to your use of the platform or website. You should always read the terms and conditions and privacy policy of a platform or website before using it.

Changes to our Site

You acknowledge and agree we may change or discontinue any aspect of our Site at any time, without notice to you

Termination and Reservation of Rights

You may cancel your Site account at any time by contacting a member of the Design Dilemmas team at support@designdilemmas.app. We reserve the right to terminate access to our Site to any person, including you, at any time, for any reason, in our sole discretion. If you violate any of these Terms, your permission to use our Site automatically terminates.

Indemnification

Disclaimers and Limitations on our Liability

You acknowledge and agree that your use of our Site is at your own risk and that our Site is provided on an “as is” and “as available” basis. To the extent permitted by applicable law, the Design Dilemmas Parties disclaim all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including those related to merchantability, fitness for a particular purpose, non-infringement, and arising out of course of dealing or usage of trade.
In particular, the Design Dilemmas Parties make no representations or warranties about the accuracy or completeness of content available on or through our Site or the content of any social media platform or third party website linked to or integrated with our Site. You acknowledge and agree that the Design Dilemmas Parties will have no liability for any: (i) errors, mistakes, or inaccuracies of content; (ii) personal injury, property damage, or other harm resulting from your access to or use of our Site; (iii) any unauthorized access to or use of our servers, any personal information, or user data; (iv) any interruption of transmission to or from our Site; (v) any bugs, viruses, trojan horses, or the like that may be transmitted on or through our Site; or (vi) any damages, losses, costs, expenses, or liabilities of any kind incurred as a result of any content posted or shared through our Site.
You acknowledge and agree that any material or information downloaded or otherwise obtained through our Site, including any Design Dilemma Feedback, is done at your own risk and that you will be solely responsible for any damages, losses, costs, expenses, or liabilities arising from or in connection with doing so. No advice or information, whether oral or written, obtained by you from us or through our Site, including through a Design Dilemma Feedback, will create any warranty not expressly made by us.
You acknowledge and agree that when using our Site, you will be exposed to content from a variety of sources, and that Design Dilemmas is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating to any such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, objectionable, or harassing, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against any Design Dilemmas Party with respect thereto.
To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will any Design Dilemmas Party be liable to you or to any third party for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products, arising out of or in connection with these Terms, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability, or otherwise, and whether or not Design Dilemmas has been advised of the possibility of such damages.
To the maximum extent permitted by applicable law, our total cumulative liability to you or any third party under these Terms, including from all causes of action and all theories of liability, will be limited to and will not exceed the fees actually received by Design Dilemmas from you during the 12 months preceding the claim giving rise to such liability.
Certain jurisdictions do not allow the exclusion or limitation of certain damages. If those laws apply to you, some or all of the above exclusions or limitations may not apply to you, and you might have additional rights.
You agree that the limitations of damages set forth above are fundamental elements of the basis of the bargain between Design Dilemmas and you.

Arbitration Agreement and Waiver of Certain Rights

Arbitration: You and Design Dilemmas agree to resolve any disputes between you and Design Dilemmas through binding and final arbitration instead of through court proceedings. You and Design Dilemmas each hereby waive any right to a jury trial of any controversy, claim, counterclaim, or other dispute arising between you and Design Dilemmas relating to these Terms or our Site (each a “Claim,” and collectively, “Claims”). Any Claim will be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association (“AAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision will be in writing, will include the arbitrator’s reasons for the decision, will be final and binding upon the parties, and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs, or other documents submitted or exchanged, any testimony or other oral submissions, and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.
Costs and Fees: If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Design Dilemmas will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.
No Preclusions: This arbitration agreement does not preclude you or Design Dilemmas from seeking action by federal, state, or local government agencies. You and Design Dilemmas each also have the right to bring any qualifying Claim in small claims court. In addition, you and Design Dilemmas each retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request will not be deemed to be either incompatible with these Terms or a waiver of the right to have disputes submitted to arbitration as provided in these Terms.
No Class Representative or Private Attorney General: You and Design Dilemmas each agree that with respect to any Claim, neither may: (i) act as a class representative or private attorney general, or (ii) participate as a member of a class of claimants. You agree that no Claim may be arbitrated on a class or representative basis. The arbitrator can decide only individual Claims (whether brought by you or Design Dilemmas). The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.
Severability/No Waiver/Survival: If any provision of this Section 17 is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed and the remainder of this Section 17 will continue in full force and effect. No waiver of any provision of this Section 17 will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver will not waive or affect any other provision of these Terms. This Section 17 will survive the termination of your relationship with Design Dilemmas.
30-Day Opt-Out Right: You have the right to opt out of the provisions of this Arbitration Agreement by sending, within 30 days after first becoming subject to this Arbitration Agreement, written notice of your decision to opt out to support@designdilemmas.app. Your notice must include your name and address, any usernames, each email address you have used to submit your Design Dilemma Feedback requests or set up an account on our Site (if applicable), and an unequivocal statement that you want to opt out of this Arbitration Agreement. You agree that if you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
LIMITATIONS: This Section 17 limits certain rights, including the right to maintain certain court actions, the right to a jury trial, the right to participate in any form of class or representative claim, the right to engage in discovery except as provided in AAA rules, and the right to certain remedies and forms of relief. In addition, other rights that you or Design Dilemmas would have in court may not be available in arbitration.

Other Provisions

Force Majeure: Under no circumstances will any Design Dilemmas Party be liable for any delay or failure in performance due in whole or in part to any acts of God (such as earthquakes, storms, floods, etc.), unavoidable accidents, laws, rules, regulations or orders of government authorities, acts of war (declared or not), terrorism, hostilities, blockades, civil disturbances, embargoes, strikes, or any other event or cause beyond the reasonable control of any Design Dilemmas Party.
Choice of Law and Jurisdiction: These Terms will be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without giving effect to any conflict of laws rules or provisions. You agree that any action of whatever nature arising from or relating to these Terms or our Site will be filed only in the provincial or federal courts located in Toronto, Ontario, Canada. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.
Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed from these Terms and will not affect the enforceability of any other provision.
No Waiver or Amendment: The failure by Design Dilemmas to enforce any right or provision of these Terms will not prevent Design Dilemmas from enforcing such right or provision in the future and will not be deemed to modify these Terms.
Assignment: Design Dilemmas may, at any time, assign its rights and obligations under these Terms, including to an affiliated entity or in connection with a sale of assets, merger, acquisition, reorganization, bankruptcy, other transaction, or by operation of law.
Miscellaneous: The term “including” in these Terms will be interpreted broadly and will mean “including, without limitation.” Titles are for convenience only and will not be considered when interpreting these Terms.

Changes to these Terms

We may change these Terms. If we do, we will post the revised Terms on our Site and update the “Last Updated” date at the top of these Terms. The revised Terms will be effective immediately if you accept them (for example, by agreeing when you create an account or login to an existing account, or using or continuing to use our Site after the revised Terms have been posted); otherwise, they will be effective 30 days after posting.

Additional Site Terms

PLEASE READ THE FOLLOWING CAREFULLY. By using the product or service, you agree to the applicable additional terms that apply (which are Additional Terms as described in Section 5 of the Site Terms of Service (“Site Terms”)). These Additional Terms will be governed by, and are incorporated into, the Site Terms. Terms that are defined in the Site Terms will have the same meaning in these Additional Terms.

From time to time, we may change these Additional Terms. If we do, we will give you notice by posting them on our Site and updating the “Last Updated” date. The revised Additional Terms will be effective immediately. By using or continuing to use this product or service, you represent and warrant that you have read, understand, and agree to these Additional Terms.

Direct Messaging (DMs)

Last Updated: August 7, 2021

Acknowledgement
You acknowledge and agree that:
1. All conversation participants will be able to view the conversation content, therefore it will not be private and you should not share or disclose any personal, private, or sensitive information relating to you or a third party;
2. you hereby grant to each other User participant in the conversation the following limited rights to use your Messages solely for their own personal, non-commercial, and non-promotional purposes, subject to these Additional Terms: a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display that Message only on social media platforms and personal websites; in text and email messages; and in other personal storage media; and, you may use Messages created by other Users in the same manner; in addition, you hereby grant to other Users the right to use your Messages to reasonably promote their participation on our Site;
3. each Message you create is a Submission under the Site Terms;
4. each Message is subject to the Acceptable Use Policy and you may not, among other things:
  1. violate, infringe, or misappropriate the intellectual property, privacy, publicity, moral or “droit moral,” or other legal rights of any third party; or
  2. communicate anything that is, or that incites or encourages action that is, explicitly or implicitly illegal, abusive, harassing, threatening, hateful, racist, derogatory, harmful to any reputation, pornographic, indecent, profane, obscene, or otherwise objectionable;
5. After you send a Message or Sticker, the other Users may, but have no obligation to, respond. In addition, other Users may close out the thread at any time.
6. if you believe that any User has violated the Acceptable Use Policy, you will promptly notify Design Dilemmas in writing at support@designdilemmas.app;
7. Design Dilemmas may monitor any messaging activity and Messages
8. Design Dilemmas will not be responsible or liable for any Submission (including any Message from a User)

Design Dilemma Feedback Or Consultations On Other Platforms

Last Updated: July 25, 2021

Design Dilemma Feedback Or Consultations On Other Platforms
A Designer User may offer you the opportunity to provide Design Dilemmas Feedback on a different platform involving audio, video, or both (each, a “Feedback Event”).
1. The details of the Feedback Event will be coordinated between you and the Designer User on the Site, including:
  1. the approximate length;
  2. any limits on the number of or criteria for each User and other individuals included by a User who can participate in the Feedback Event (collectively, “Participants”), for example, a maximum number of Participants per Event or per login/video screen;
  3. any fee;
  4. scheduling details (for example, Designer User’s availability, specific dates and times, etc.);
  5. the hosting or other platform; and
  6. any other limitations, restrictions, or information.
2. You acknowledge that each Feedback Event is subject to change in the date or details, or cancellation, in Design Dilemmas’s or the Designer User’s sole discretion.
3. You may not cancel, reschedule, substitute, return, or exchange a Feedback Event after scheduling and no refunds will be issued.
4. Unlike a Design Dilemma Feedback, you may not record, use, publish, reproduce, distribute, display, post, or share any portion of the Feedback Event
5. You will use any communication (for example, Discord, Zoom, Design Dilemmas platform, etc.), calendar (for example, Calendly, Design Dilemmas scheduling tool, etc.), or other platform, software, or app designated by Design Dilemmas or the Designer User for the Feedback Event and will comply with any applicable terms and privacy policies Please note that some platforms, software, or apps may require that you create your own account on the platform. You will use any login or other information provided by Design Dilemmas only to participate in the Feedback Event.
6. You may end your participation in the Feedback Event at any time. Design Dilemmas or the Designer User may end the Feedback Event at any time. If the Feedback Event is ended due to a violation of the Acceptable Use Policy, you will promptly notify Design Dilemmas in writing at support@designdilemmas.app.
7. Design Dilemmas or the Designer User may take a photo of you, other Participants and the Designer User during a Feedback Event (“Call Photo”), which will be made available to you at the end of that Call;

Acknowledgement
You acknowledge and agree, and will notify each Participant that you include, that
1. any submission made by you or any Participant you include in connection with the Feedback Event (including any chat, comment, audio, image, video, idea, intellectual property, publicity rights, Feedback, review, photo, email, text, post, element, or other communication) (collectively, “Feedback Event Submission”) is a Submission under the Site Terms;
2. Feedback Event Submissions will not be private and you and any Participant you include should not share or disclose any personal, private, or sensitive information relating to you or a third party;
3. in addition to the Site Terms, each Feedback Event Submission is subject to the Acceptable Use Policy and may not, among other things:
  1. violate, infringe, or misappropriate the intellectual property, privacy, publicity, moral or “droit moral,” or other legal rights of any third party; or
  2. communicate anything that is, or that incites or encourages action that is, explicitly or implicitly: illegal, abusive, harassing, threatening, hateful, racist, derogatory, harmful to any reputation, pornographic, indecent, profane, obscene, or otherwise objectionable (including nudity);
4. in addition to the rights you grant under the Site Terms, you and any Participant that you include grant to Design Dilemmas the exclusive (including exclusive as to you), royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), irrevocable license to use, publish, reproduce, record, modify, edit, and display your name, image, voice, appearance, performance, likeness, and Feedback Event Submission in connection with the Feedback Event, including advertising, marketing, promoting, republishing, rebroadcasting, and re-airing the Feedback Event;
5. Design Dilemmas may record the Feedback Event and a Feedback Event Submission may be edited or modified (for example, add music or captions, capture screenshot or excerpts, or otherwise) and each Feedback Event Submission (for example, an edited or modified version thereof) may be included in a compilation with content from or featuring others;
6. each Feedback Event is subject to the Privacy Policy
7. if you believe that a Participant or a Feedback Event activity violates the Acceptable Use Policy, you will promptly notify Design Dilemmas in writing at support@designdilemmas.app;
8. Design Dilemmas may monitor any Feedback Event, and Design Dilemmas retains the right, in its sole discretion, to cancel any Feedback Event or block any User; and
9. Design Dilemmas will not be responsible or liable for any Feedback Event Submission or any Designer User Content (including from another Participant or Designer User).
10. You may not record a Feedback Event in any way;
11. You and other Participants may use the Call Photo solely for your and other Participant’s own personal, non-commercial, and non-promotional purposes. Any such use is (subject to these Additional Terms): a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display your Call Photo only on social media platforms and personal websites; in text and email messages; and in other personal storage media;
12. You and other Participants grant to the Designer User the following limited rights to use the Call Photo solely for their own personal, non-commercial, and non-promotional purposes (subject to these Additional Terms): a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display your Call Photo only on social media platforms and personal websites; in text and email messages; and in other personal storage media
13. In addition to the rights you grant under the Site Terms, in connection with each Call you and other Participants grant to Design Dilemmas:
  1. an exclusive (including exclusive as to you, but excluding the license granted to any platform or media as set out below), royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license in any and all manner and media, whether now known or hereinafter invented or devised to use, publish, reproduce, record, modify, edit, and display your name, image, voice, appearance, performance, likeness, and Submission, including in or in connection with advertising, marketing, promoting, republishing, rebroadcasting, and re-airing the Feedback Event and the Call Photo;
  2. to any platform or media on which your Submission is stored, performed, recorded, republished, rebroadcast, re-aired, or displayed any rights necessary or required by the platform or media in order to store, perform, record, republish, rebroadcast, re-air, or display your Submission; and
  3. the right to record the Feedback Event and Call Photo and to edit or modify them and your Submission (for example, add music or captions, capture screenshot or excerpts, or otherwise). The recordings and your Submission (for example, an edited or modified version thereof) may be included in a compilation with content from or featuring others;

Indemnification
In addition to the indemnification in Section 15 of the Site Terms, you also agree to indemnify, defend, and hold harmless the Design Dilemmas Parties from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including reasonable attorneys’ fees and costs) of any kind or nature, including any arising from, out of, in connection with, or relating to: (a) the Feedback Event; (b) these Additional Terms; (c) any Participant; or (d) use of our Site.

APP NOTIFICATIONS AND DISCLOSURES

Effective date: August 7, 2021

Design Dilemmas sends app notifications, which may include recurring, occasional, one-time, or limited-duration messages.

Design Dilemmas app notifications are subject to our Site Terms of Service (including, without limitation, the arbitration agreement and class action waiver) and Privacy Policy. If there is any inconsistency between the Site Terms and these Additional Terms, these Additional Terms will apply.

You are considered to have consented to app notifications upon creating your account. The notifications may relate specifically to a purchase you have made or to a specific Design Dilemmas promotion or other pertinent information.

To stop notification messages from Design Dilemmas, disable notifications by opening the Notifications settings page accessed via the top left hamburger menu on your profile page.

For help or additional information, email us at: support@designdilemmas.app.

Design Dilemmas is not liable for delayed or undelivered app notifications for any pertinent information even if you have notifications enabled.

Acceptable Use Policy

Last Updated: August 7, 2021

Your use of our Site (collectively, the Design Dilemmas website, mobile application (“App”), and services we provide through them) is governed by this Acceptable Use Policy. Terms that are defined in the Site Terms of Service or Designer Terms of Service will have the same meaning in our Acceptable Use Policy.

You are responsible for your use of any Design Dilemma Feedback, your Site account, our Site, and any Submission (if you are a Site user) or Designer Content (if you are a Designer User). Our goal is to create a positive, useful, and safe user experience. To promote this goal, we prohibit certain kinds of conduct that may be harmful.

You represent and warrant that:
1. you will not use a false identity or provide any false or misleading information;
2. you will not create an account if you (or any Site account that you created or controlled) have previously been removed or banned from our Site;
3. you will not use or authorize the use of any Design Dilemma Feedback for any purposes other than: (i) the specific limited purposes set forth in the Site Terms; (ii) those set out in any applicable Additional Terms; or (iii) if you are a Designer User, those set out in any other written agreement; and
4. in connection with any Design Dilemma Feedback, you will not request (if you are a User) or fulfill a request for (if you are a Designer User): (i) a Business or any other Recipient that is the subject of any criminal action, or that is involved in, connected with or promotes illegal or unlawful activity, violence or hate speech; or (ii) disparages or defames any person, entity, brand, or business.
5. you will not:
  1. violate any law, regulation, or court order;
  2. violate, infringe, or misappropriate the intellectual property, privacy, publicity, moral or "droit moral," or other legal rights of any third party;
  3. take any action (even if requested by another) that is, or submit, post, share, or communicate anything that is, or that incites or encourages, action that is, explicitly or implicitly: illegal, abusive, harassing, threatening, hateful, racist, derogatory, harmful to any reputation, pornographic, indecent, profane, obscene, or otherwise objectionable (including nudity);
  4. send advertising or commercial communications, including spam, or any other unsolicited or unauthorized communications;
  5. engage in spidering or harvesting, or participate in the use of software, including spyware, designed to collect data from our Site, including from any user of our Site;
  6. transmit any virus, other computer instruction, or technological means intended to, or that may, disrupt, damage, or interfere with the use of computers or related systems;
  7. stalk, harass, threaten, or harm any third party;
  8. impersonate any third party;
  9. participate in any fraudulent or illegal activity, including phishing, money laundering, or fraud;
  10. use any means to scrape or crawl any part of our Site;
  11. attempt to circumvent any technological measure implemented by us, any of our providers, or any other third party (including another user) to protect us, our Site, users, Recipients, or any other third party;
  12. access our Site to obtain information to build a similar or competitive website, application, or service;
  13. attempt to decipher, decompile, disassemble, or reverse engineer any of the software or other underlying code used to provide our Site; or
  14. advocate, encourage, or assist any third party in doing any of the foregoing.
For clarity, your use of any Design Dilemma Feedback includes use anywhere (on our Site or otherwise).

Investigations:

You acknowledge and agree that we are not obligated to monitor access to or use of our Site by you or third parties (including monitoring any Design Dilemma Feedback, Designer Content, Submission, or Feedback), but we have the right to do so to operate our Site; enforce this Policy or our Terms; or comply with applicable law, regulation, court order, or other legal, administrative, or regulatory request or process; or otherwise.

Designer Terms of Service

Last Updated: August 7, 2021

This Designer Terms of Service Agreement (“Terms”) governs your use as a designer user of the Design Dilemmas marketplace platform offered by Design Dilemmas App, Inc., doing business as Design Dilemmas (“we”, “us”, or “Design Dilemmas”), including our website (designdilemmas.app), mobile application (“App”), and services we provide (collectively, the website, App, and services referred to as our “Site”). “You” and “Designer User” refer to you as a designer user of the Site, which includes providing Design Dilemma Feedback (defined below) to users of the Site.

These Terms apply solely to Designer Users of our Site. Use of our Site is also subject to our current Acceptable Use Policy. Any use by you of our Site other than as a Designer User is governed by the Site Terms of Service. (“Site Terms”).

PLEASE READ THESE TERMS CAREFULLY. By using our Site as a Designer User or otherwise indicating your acceptance (for example, by agreeing when creating or logging into your account or setting up a paid rate, clicking “I Agree,” etc.), you represent and warrant that you have read, understand, and agree to be bound by these Terms. If you do not agree, do not access or use our Site as a Designer User.

Participation in the Design Dilemmas Marketplace

Registration: In order to participate on our Site as a Designer User, you must register. By registering, you agree to provide true, accurate, current, and complete information about yourself as prompted by our registration form, as well as any other information reasonably requested by us (collectively, “Registration Data”), and maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you do not do so or we reasonably believe that you have not done so, we have the right to suspend or terminate your Site account and your use of our Site. You agree not to create a Site account using a false identity or providing false information, on behalf of another person (except for Organizations, defined below), or if you (or an Organization) have previously been removed or banned from our Site. You are responsible for maintaining the confidentiality of your Site account information, including your access to your email address account that you use to sign up with our Site. You are responsible for all activities that occur on or in connection with your Site account and you agree to notify us immediately of any unauthorized access or use of your Site account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Site account.
1. Designer User age 18 or older and age of majority: Designer Users muse be at least 18 years old and age of majority in their country of residence. By registering, you represent and warrant that: (A) you are at least 18 years old; (B) you are of legal age to form a binding contract; (C) you are not barred from using our Site under the laws of the United States or Canada, your place of residence, or any other applicable jurisdiction; and (D) you are responsible for complying with all applicable laws and regulations relating to Designer User’s participation on our Site and will fully indemnify the Design Dilemmas Parties (defined below) for any failure to do so.
2. Organizations: A management company, manager, agency, agent, publicist, or other individual or organization (each, an “Organization”) may register a Designer User (“Affiliated Designer”). By registering, the Organization represents and warrants for itself and each Affiliated Designer that: (A) Organization is the authorized representative of the Affiliated Designer and agrees to these Terms; (B) neither the Organization nor the Affiliated Designer is barred from using our Site under the laws of the United States or Canada, the place of residence of the Organization or any Affiliated Designer, or any other applicable jurisdiction; and (C) Organization is responsible for complying with all applicable laws and regulations relating to Affiliated Designer’s participation on our Site under these Terms and will fully indemnify the Design Dilemmas Parties for any failure to do so.
Promotional Materials: From time to time we may request Promotional Materials from you for Design Dilemmas’s use to promote you on or in connection with our Site or on any social media platform or third party website. Any other materials or photos of or concerning you that you approve for Design Dilemmas’s use will also be Promotional Materials under these Terms.

Design Dilemma Feedback

From time to time, a user of our Site (“User”) may request one or more feedback requests (each, a “Design Dilemma Feedback”) from you through our Site.
While we hope you will fulfill a request within 7 days of receiving it, you may have up to 30 days (at Design Dilemmas’s sole discretion) to complete and upload the Design Dilemma Feedback. If you do not either: (i) complete the Design Dilemma Feedback and mark it as complete; or (ii) decline the request; or (iii) the User cancels the request, the request will expire and can no longer be fulfilled (except that you may fulfill the expired request at no cost to the User and with no payment due from us). You may decline a request or otherwise refuse, in your discretion, to create or upload a Design Dilemma Feedback if a User’s request is objectionable or otherwise offensive to you. When you indicate a request is complete, you agree that you have composed a Design Dilemma Feedback response to the User in accordance with the title and description of the Design Dilemma Feedback offering, written by you, at the time the User requested the Design Dilemma Feedback.
Design Dilemmas retains the right, in its sole discretion, to cancel any request from a User. No payment will be made to you for any declined, cancelled, expired, or unfulfilled Design Dilemma Feedback request.
Design Dilemma Feedback will follow the general directions and requests of the User in the message they send to you as part of the Design Dilemma Feedback request, an in accordance with the title and description of the Design Dilemma Feedback offering, written by you, at the time the User requested the Design Dilemma Feedback. You will have sole discretion over the content of any Design Dilemma Feedback, except that you agree you will not state in the Design Dilemma Feedback that the Design Dilemma Feedback is incomplete or cannot be completed. Your response to the User’s request is your responsibility and at your discretion, subject to these Terms; however, Users are usually happiest when at least the majority of their request is followed by a Designer User. If you complete a Design Dilemma Feedback but do not follow the general directions and requests of the User, or in accordance with the title and description of the Design Dilemma Feedback offering, written by you, at the time the User requested the Design Dilemma Feedback, we will discuss with you an appropriate adjustment of the payment made to you. It will be in the sole discretion of Design Dilemma’s to determine if the Design Dilemma Feedback should be nullified, full payment returned to the User, and no payment sent to the Designer User.

Fees and Payment

Booking Fee: You set your own price for each Design Dilemma Feedback and any other offering you choose to make available through the Design Dilemmas marketplace platform (each, a “Booking Fee”), provided that your price is compatible with platform limitations (such as available SKUs), and is at least $5.00 (unless it is either $0.00 or as otherwise agreed in writing by Design Dilemmas). The Booking Fee excludes any service, transaction, or processing fees paid to Design Dilemmas and excludes any sales tax.
Fees: Other than with respect to an expired request that you choose to fulfill (as set forth in Section 2.1) and subject to these Terms, we will pay you 80% of the Booking Fee actually received by Design Dilemmas after subtracting any payment to or deduction by the application platform or distribution platform (“Net App Booking Fee”) for each Design Dilemma Feedback or other Design Dilemmas product offering that you created and delivered to fulfill to a User’s request that you accepted through our Site from the Booking Fee. In addition, if the offering permits a User to designate an additional amount as a “tip”, we will pay you 80% (unless a different percentage is agreed in writing by Design Dilemmas) of any amount paid by a User via our Site as a “tip" (after subtracting any payment to or deduction by the application platform or distribution platform).
Fees and Payment Representations and Warranties: You represent and warrant that: (i) Design Dilemma Feedbacks are not, and are not intended to be, covered by any guild, union, collective bargaining, management, agency, or similar agreement and there will be no residual or any other type of payment due from Design Dilemmas to you, to any third party, guild, union, management, or agent, or pursuant to any collective bargaining agreement, in connection with any Design Dilemma Feedback, payment from us to you, or our Site; (ii) Design Dilemmas is not responsible for, and will not make any deduction to payments made to you for any fees, commissions, costs, expenses, or payments of any kind to or with respect to any third party, including any manager, agent, attorney, representative, or service provider, in connection with any revenue earned by or payments made to you in connection with our Site; and (iii) Design Dilemmas is not responsible for any contributions, payments, taxes, or deductions for Social Security, retirement benefits, unemployment insurance, annuities, or pension or welfare fund payments required by law or any labor union, or any withholding or income taxes.
Payment: You agree to register with the third party payment provider selected by Design Dilemmas, which Design Dilemmas may change in its sole discretion. You may not use a payment provider other than the one selected by Design Dilemmas. You will provide the payment provider any information required in order to receive payments via the payment provider, e.g., information about the bank account that you own at a regulated financial institution. Any payments due to you from Design Dilemmas will be made via the payment provider. If available, you may transfer funds from your account with the payment provider to your bank account by following the payment provider’s guidelines. Your request will be processed by the payment provider. If you do not provide the payment provider with all required information, including Know Your Customer (KYC) information, you may not be able to receive the payments due to you. Design Dilemmas will not be responsible for any damages, delays, losses, costs, expenses, or liabilities arising out of or in connection with your inability to receive payments as a result of your failure to provide such information. You acknowledge and agree that Design Dilemmas does not operate, own, or control the payment provider; and your use of any payment provider is subject to the terms and privacy policies of that payment provider. You agree that we are not responsible for any delay, failure, damage, or liability caused by a payment provider, any other third party, a force majeure, or your failure to timely or properly set up an account with the payment provider or otherwise provide requested information for payment. Other than with respect any payment to or deduction by the application platform or distribution platform (as set forth in Section 3.2). Design Dilemmas will be responsible for fees, costs, and expenses incurred in connection with the payment provider selected by Design Dilemmas. Unless otherwise agreed by Design Dilemmas in writing, you acknowledge and agree that you are solely responsible for any other fees, costs, and expenses, including with respect to your bank account and foreign exchange fees. Notwithstanding anything to the contrary contained in these Terms, if Design Dilemmas, in its sole discretion, believes that any fraud, money laundering, or other violation of law or regulation is taking place on or in connection with our Site, you acknowledge and agree that we may withhold, delay, or seek repayment of any payments we believe, in our sole discretion, are related to the violation.
Currency: Payments via the payment provider are in the currency specified by your offering at the time of the Design Dilemma Feedback request creation.
Fundraising: If you identify any entity on your profile page or elsewhere on our Site as a charitable organization or a recipient of any funds that you are raising (each, a “Charity”), you: (i) represent and warrant that you will comply with all applicable laws and regulations relating to that identification or the Charity, including making disclosures, registering, or entering into any agreement, such as a commercial co-venturer agreement; (ii) acknowledge and agree that we have the right in our sole discretion to reject your identification or the Charity; (iii) represent and warrant that the Charity is and will remain in good standing at all times the identification is used, that within 48 hours of your receipt of our request, you will provide us with written evidence of the Charity’s good standing and charitable status in all applicable jurisdictions, and that you will promptly remove the identification if the Charity ceases to be in good standing; (iv) represent and warrant that you will be responsible for making any payment to the Charity (unless we expressly agree in writing in advance to do so on your behalf and in satisfaction of our payment obligations to you under these Terms); and (v) represent and warrant that you have all rights necessary to authorize use of the Charity’s name and logo in connection with (and on) our Site, in the identification, and in any social and other media. You further acknowledge and agree that we may add a statement to your profile page disclaiming a connection between Design Dilemmas and the Charity, as we determine in our sole discretion.
Payment Timing: Other than with respect to an expired request that you choose to fulfill (as set forth in Section 2.1), the Net App Booking Fee for the completion of a Design Dilemma Feedback request will be sent from Design Dilemmas to you via the third party on the last day of the month subsequent to the month in which the Design Dilemmas Feedback request is marked completed. For instance, if the feedback request is completed on March 15, 2021, the Net App Booking Fee will be sent from Design Dilemmas on April 30th of the same year. You agree that although we will do our best to ensure payments are made in accordance with the timing outlined above, this will be considered “our best effort”, and payments may be delayed due to failures such as due to technical or non-technical errors or limitations, on either Design Dilemmas end or the payment provider end. You agree that Design Dilemmas, and the payment provider, are not responsible for any damages or liabilities resulting from delayed payment and there is no applicable interest.

Designer Content

License Grant to Designer Content: Our Site allows you to upload, submit, store, send, transmit, approve, and receive content and data, including your Design Dilemma Feedbacks and Promotional Materials (collectively, “Designer Content”). When you upload, submit, store, send, transmit approve, or receive Designer Content to or through our Site, you grant to us a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license in any and all manner and media, whether now known or hereinafter invented or devised (including social media channels and third party websites and platforms), to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of (for example, translations, adaptations, or other changes we make so that Designer Content works better with our Site or otherwise), and to use your Designer Content for the purposes of operating and providing our Site, to develop and improve our products and services, and to advertise, market, and promote our Site, products, and services, and you agree that such Designer Content may, in Design Dilemmas’s sole discretion, be used, including performed or displayed, in connection with any other elements, materials, copyrights, rights of publicity, or copyrighted materials. Please remember that third parties (including Users) may search for and see any Designer Content you submit to public areas of our Site. You agree that we may display advertising with or in connection with your Designer Content. You further acknowledge and agree that Design Dilemmas has no obligation to you in connection with any advertising displayed on or in connection with our Site (including no obligation to share any revenue received by Design Dilemmas as a result of any such advertising).
License Grant to Users:
1. For each Design Dilemma Feedback you hereby grant to the User and the Recipient a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, and perpetual license to use, reproduce, distribute, and publicly display the Design Dilemma Feedback, in each case, solely in accordance with the Site Terms, in any and all media, whether now known or hereafter invented or devised (including social media channels and third party websites and platforms).
Right to Remove Design Dilemma Feedbacks: You acknowledge and agree that we cannot restrict the use of your Design Dilemma Feedbacks or other offerings by the Users for whom you created them or by any third party with whom they have already been shared (including Recipients) and we have no obligation to remove those uses (including from social media channels or third party websites or platforms). If we do seek to remove a Design Dilemma Feedback from a social media channel or third party website or platform, we may notify you of our intent to do so. As owner of the copyright in your Designer Content, you hereby authorize Design Dilemmas to act as your agent in order to submit any DMCA notice or other demand with respect to your Design Dilemma Feedbacks. We will reasonably cooperate with your efforts to address the violation.
Licenses: You may not sell, resell, commercialize, or encumber your rights in any Design Dilemmas offering, including creating a non-fungible token (“NFT”) from any Design Dilemmas offering (including Design Dilemma Feedbacks) except as agreed by Design Dilemmas in writing. Please note that the licenses granted in this Section 4 are fully-paid and royalty free, meaning we do not owe you anything in connection with the use of your Designer Content, by us, Users, or third parties (including Recipients), other than the payment set forth in Section 3. We may exercise our rights under this license anywhere in the universe. We may sublicense our rights as needed to provide and promote our Site or otherwise in accordance with these Terms, and Users may sublicense their rights subject to the Site Terms. Finally, the licenses granted in this Section 4 are perpetual, meaning that the rights granted under these licenses continue even after you stop using our Site.
Designer Content Representations and Warranties: You represent and warrant that:
1. you own all rights in and to your Designer Content and Feedback (defined below) and that you have the right to grant the rights described in these Terms;
2. you have paid and will pay in full any fees, royalties, or other payments that are due or may become due in connection with any use of your Designer Content and Design Dilemma Feedback by us, Users, or third parties (including Recipients) as described in these Terms;
3. your agreement to, and provision of services under, these Terms does not violate any agreement that you may have with any third party;
4. You will comply with all applicable laws, rules, and regulations, including the Federal Trade Commission "Guides Concerning the Use of Endorsements and Testimonials in Advertising," which may require adding an appropriate hashtag (e.g. #ad, #sponsored) or other disclosure to the Design Dilemma Feedback.
5. your Designer Content and Design Dilemma Feedback does not infringe, misappropriate, or otherwise use without necessary authorization, any intellectual property, privacy, publicity, moral, or other rights of any third party, or violate any law, regulation, or court order;
6. you will not contact, respond to, or communicate with any User that you meet on or through our Site, except as expressly permitted through our Site.
7. you will not provide your contact information to any User or send merchandise or anything else to a User other than as permitted by these Terms;
8. you will not edit, change, modify, or remove any watermark from any Design Dilemma Feedback or assist or encourage any third party to do so; and
9. you will not ask us for permission or to assist you with the actions prohibited by Sections 4.5.6 through 4.5.8
Treatment of Designer Content: Any Designer Content is non-confidential, non-proprietary, and must not contain or include any information which you do not have the right to disclose or that you do not wish to be disclosed. We will not be responsible or liable for any use or disclosure of Designer Content, including any personal information included in that Designer Content. You acknowledge and agree that your relationship with us is not a confidential, fiduciary, joint-venture, employer/employee, agency, or other type of special relationship, and that your decision to participate in our Site or submit any Designer Content does not place us in a position that is any different from the position held by members of the general public, including with regard to your Designer Content. None of your Designer Content will be subject to any obligation of confidence by us, Users, or third parties (including Recipients), and we will not be liable or responsible for any use or disclosure of any Designer Content.
Refusal and Removal of Designer Content: We may refuse to accept or transmit Designer Content for any reason without notice to you. We may remove Designer Content from our Site for any reason without notice to you.
Cancellation of Site Account: If you cancel your Site account, your Design Dilemma Feedbacks on our Site will remain. As noted in Section 4.3, we have no obligation as to any use of your Design Dilemma Feedbacks by the Users for whom you created them or by any third party with whom they have already been shared (including Recipients) (including from social media channels or third party websites or platforms).

Ownership

Other than Designer Content, we or our licensors own all right, title, and interest in and to: (i) our Site and the “look and feel” of our Site, including all software, ideas, processes, data, text, media, and other content available on our Site (individually, and collectively, “Design Dilemmas Content”); and (ii) our trademarks, logos, and brand elements (“Marks”). Our Site, Design Dilemmas Content, and Marks are each protected under U.S., Canada, and international laws. You may not duplicate, copy, or reuse any portion of Design Dilemmas Content or use the Marks without our prior express written consent. You acknowledge and agree that each request or message from a User is a Submission (as defined in the Site Terms) owned by the User who created it.
Design Dilemmas desires to avoid the possibility of misunderstandings if a project developed by us, our employees, or our contractors might seem similar to material submitted to us by you or a third party. To the extent you submit any ideas, suggestions, proposals, plans, or other materials related to our business (individually, and collectively, “Feedback”), you acknowledge and agree that you are submitting that Feedback at your own risk and that Design Dilemmas has no obligation (including of confidentiality or privacy) with respect to your Feedback, and you grant to Design Dilemmas a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised, to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of (for example, translations, adaptations, or other changes), and otherwise use and exploit in any manner (including commercially), any and all Feedback.
You hereby waive any and all moral rights or “droit moral” that you may have in Designer Content or Feedback, and you represent and warrant that no third party has any moral, “droit moral” or other rights in the Designer Content or Feedback.

Additional Terms

Some products or services offered through the Site may have additional terms and conditions (“Additional Terms”). If Additional Terms apply, we will make them available for you to read in connection with that product or service. By using that product or service, you agree to the Additional Terms. To the extent that the Additional Terms conflict with any of these Terms, these Terms will govern unless the Additional Terms say that all or some of these Terms don’t apply.

Eligibility

Age: You must be at least 18 years old to use our Site and the age of majority in your country of residence.
National College Athletic Association (“NCAA”) and Other Amateur Organizations: If you are or may become subject to NCAA rules and regulations or those of any other association, group, authority or organization, you represent and warrant that you have checked the rules and regulations to verify and confirm that your participation on our Site does not or will not affect your current or future eligibility with respect to any such association, group, authority or organization.
Eligibility Representations and Warranties: You represent and warrant that:
1. you have not been prohibited from using or accessing any aspect of our Site by us or pursuant to any applicable law or regulation;
2. you will comply with all applicable terms of any third party payment provider we select, and you are not on a prohibited list of that payment provider;
3. if you include an animal in any Design Dilemma Feedback, you will cause no harm to the animal and will comply with all applicable laws and regulations;
4. you (and any Site account that you created or control) have not been previously banned or removed from our Site for any reason; and
5. you are not a convicted sex offender.
Export Control: You may not use, export, import, or transfer any part of our Site except as authorized by United States and Canadian law, the laws of the jurisdiction in which you use or access our Site, or any other applicable laws. In particular, but without limitation, no part of our Site may be exported or re-exported: (i) into any country embargoed by the U.S. or Canada; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using our Site, you represent and warrant that: (x) you are not located in a country that is subject to a U.S. or Canadian Government embargo or that has been designated by the U.S. or Canadian Government as a “terrorist supporting” country; and (y) you are not listed on any U.S. or Canadian Government list of prohibited or restricted parties. You also will not use our Site for any purpose prohibited by law. You acknowledge and agree that products, services, and technology provided by Design Dilemmas are subject to the export control laws and regulations of the U.S. and Canada. You will comply with those laws and regulations and will not, without prior U.S. and Canadian government authorization, export, re-export, or transfer Design Dilemmas products, services, or technology, either directly or indirectly, to any country in violation of those laws and regulations.

Copyright and Intellectual Property Policy

Digital Millennium Copyright Act Notice: We respond to notices of alleged copyright infringement and terminate access to our Site for repeat infringers. If you believe that your material has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below:
1. your address, telephone number, and email address;
2. a description of the work that you claim is being infringed;
3. a description of the material that you claim is infringing and are requesting be removed along with information about where it is located;
4. a statement that you have “a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law”;
5. an electronic or physical signature of the copyright owner (or a person authorized to act for the copyright owner); and
6. a statement by you, made under penalty of perjury, that the information you are providing is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.
Copyright Agent:

support@designdilemmas.app

If you do not follow these requirements, your notice may not be valid. Please note, only notices of alleged copyright infringement should be sent to our Copyright Agent.

Termination Policy: If we determine that you are a repeat infringer, we may terminate your access to our Site, remove or ban you (and any Site account you created or control), and take other appropriate action in our sole discretion.

Privacy

Your privacy is important to us. Our Privacy Policy explains how we collect, use, and share personal information and other data. By using our Site, you agree to our Privacy Policy.

Third Party Content and Interactions

Our Site may contain features and functionalities that link to or provide you with access to third party content, that is completely independent of Design Dilemmas, including Design Dilemma Feedbacks, websites, platforms, directories, servers, networks, systems, information, databases, applications, software, programs, products or services, and the Internet in general. Your interactions with third parties, including Users, on or through our Site, are solely between you and the third party; however, Design Dilemmas may, in its sole discretion, intercede and you will reasonably cooperate with Design Dilemmas if it does so. You acknowledge and agree that Design Dilemmas will not be responsible for any damages, losses, costs, expenses, or liabilities incurred as the result of such interactions, including any requests or Submissions from Users. You agree to contact Users about matters relating to our Site only through the Site. You hereby release each Design Dilemmas Party (defined below) from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such interactions or our Site. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 (AND ANY OTHER SIMILAR APPLICABLE STATE STATUTE), WHICH PROVIDES: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Business Relationship with Design Dilemmas

You and Design Dilemmas agree and declare you and Design Dilemmas are in a direct business relationship and the relationship between the parties, including these Terms, is solely an independent contractor relationship. It is the parties’ express intent that their relationship be interpreted and held to be that of independent contractor for all purposes. You acknowledge and agree that you are not a joint venturer, franchisee, partner, agent, or employee of Design Dilemmas, and will not represent yourself as such. As an independent contractor using our platform to provide marketing, artistic, writing, and photography services to Users, you are solely and exclusively responsible for determining the manner, method, details, and means of your performance under these Terms and you acknowledge and agree that we do not control those elements of your performance. You also retain the option to accept, decline, or ignore any User request. We have no right to, and will not, control the manner or determine the method of accomplishing your performance. You represent and warrant that you are customarily engaged in an independently established trade, occupation, or business.
You represent and warrant that as between Design Dilemmas and you (whether a Designer User, an Organization, Affiliated Designer, Design Dilemmas Partner, or otherwise), you assume sole liability for and will pay or cause to be paid all applicable contributions, payments, taxes, and deductions for Social Security, retirement or other benefits, healthcare insurance, unemployment insurance, annuities, pension and welfare fund payments required by law, regulation, or any labor union, and all withholding and income taxes, and make any reports required as a result of participation on our Site under these Terms.
You will use your own equipment to perform your obligations under these Terms.
You are solely responsible for making any disclosure required by any applicable law, regulation, court order or any agreement you may have with any third parties to any person or entity regarding your performance under these Terms.
Your relationship with Design Dilemmas is non-exclusive, meaning that you may provide similar services to third parties, including Design Dilemmas’s competitors, and you may engage in other business or employment activities. Similarly, we can and do engage third parties to provide services similar to those that you may provide under these Terms.

Links

Changes to our Site

You acknowledge and agree we may change or discontinue any aspect of our Site at any time, without notice to you.You acknowledge and agree we may change or discontinue any aspect of our Site at any time, without notice to you.

Termination and Reservation of Rights

Disclaimers and Limitations on our Liability

You acknowledge and agree that your use of our Site is at your own risk and that our Site is provided on an “as is” and “as available” basis. To the extent permitted by applicable law, the Design Dilemmas Parties disclaim all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including those related to merchantability, fitness for a particular purpose, non-infringement, and arising out of course of dealing or usage of trade.
In particular, the Design Dilemmas Parties make no representations or warranties about the accuracy or completeness of content available on or through our Site or the content of any social media platform or third party website linked to or integrated with our Site. You acknowledge and agree that the Design Dilemmas Parties will have no liability for any: (i) errors, mistakes, or inaccuracies of content; (ii) personal injury, property damage, or other harm resulting from your access to or use of our Site; (iii) any unauthorized access to or use of our servers, any personal information, or user data; (iv) any interruption of transmission to or from our Site; (v) any bugs, viruses, trojan horses, or the like that may be transmitted on or through our Site; or (vi) any damages, losses, costs, expenses, or liabilities of any kind incurred as a result of any content or the use of any content posted or shared through our Site.
You acknowledge and agree that any material or information downloaded or otherwise obtained through our Site, including a User request, is done at your own risk and that you will be solely responsible for any damages, losses, costs, expenses, or liabilities arising from or in connection with doing so. No advice or information, whether oral or written, obtained by you from us or through our Site, including through a Design Dilemma Feedback, will create any warranty not expressly made by us.
You acknowledge and agree that when using our Site, you will be exposed to content from a variety of sources, and that Design Dilemmas is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating to any such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, objectionable, or harassing, and you agree to waive, and do hereby waive, any legal or equitable rights or remedies you have or may have against any Design Dilemmas Party with respect thereto.
To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will any Design Dilemmas Party be liable to you or to any third party for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products, arising out of or in connection with these Terms, however caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not Design Dilemmas has been advised of the possibility of such damages.
To the maximum extent permitted by applicable law, our total cumulative liability to you or any third party under these Terms, including from all causes of action and all theories of liability, will be limited to and will not exceed the fees actually received by Design Dilemmas from you during the 12 months preceding the claim giving rise to such liability.
Certain jurisdictions do not allow the exclusion or limitation of certain damages. If those laws apply to you, some or all of the above exclusions or limitations may not apply to you, and you might have additional rights.
You agree that the limitations of damages set forth above are fundamental elements of the basis of the bargain between Design Dilemmas and you.

Indemnification

You agree to indemnify, defend, and hold harmless Design Dilemmas and its parents, subsidiaries, affiliates, officers, employees, directors, shareholders, agents, partners, and licensors (each, a “Design Dilemmas Party, “ and collectively, “Design Dilemmas Parties”) from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including reasonable attorneys’ fees and costs) of any kind or nature, arising from, out of, in connection with, or relating to: (a) these Terms; (b) use of our Site; (c) your negligence, misconduct, or fraud; (d) any action or inaction by you or anyone acting on your behalf; (e) any Organization or Affiliated Designer; (f) any Charity; (g) Designer Content; (h) Feedback; or (i) your eligibility with the NCAA or any other association, group, authority, or organization referenced in Section 7.2. Design Dilemmas may select counsel and control the defense of any claim that you are indemnifying. You will reasonably cooperate with us in connection with any claim.

Arbitration Agreement and Waiver of Certain Rights

Arbitration: You and Design Dilemmas agree to resolve any disputes between you and Design Dilemmas through binding and final arbitration instead of through court proceedings. You and Design Dilemmas each hereby waive any right to a jury trial of any controversy, claim, counterclaim, or other dispute arising between you and Design Dilemmas relating to these Terms or our Site (each a “Claim,” and collectively, “Claims”). Any Claim will be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association or Canadian Arbitration Association (“AAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision will be in writing, will include the arbitrator’s reasons for the decision, will be final and binding upon the parties, and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.
Costs and Fees: If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Design Dilemmas will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.
No Preclusions: This arbitration agreement does not preclude you or Design Dilemmas from seeking action by federal, state, or local government agencies. You and Design Dilemmas each also have the right to bring any qualifying Claim in small claims court. In addition, you and Design Dilemmas each retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request will not be deemed to be either incompatible with these Terms or a waiver of the right to have disputes submitted to arbitration as provided in these Terms.
No Class Representative or Private Attorney General: Each of you and Design Dilemmas agree that with respect to any Claim, neither may: (i) act as a class representative or private attorney general; or (ii) participate as a member of a class of claimants. You agree that no Claim may be arbitrated on a class or representative basis. The arbitrator can decide only individual Claims (whether brought by you or Design Dilemmas). The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.
Severability/No Waiver/Survival: If any provision of this Section 17 is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed and the remainder of this Section 17 will continue in full force and effect. No waiver of any provision of this Section 17 will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver will not waive or affect any other provision of these Terms. This Section 17 will survive the termination of your relationship with Design Dilemmas.
30-Day Opt-Out Right: You have the right to opt out of the provisions of this Arbitration Agreement by sending, within 30 days after first becoming subject to this Arbitration Agreement, written notice of your decision to opt out to support@designdilemmas.app. Your notice must include your name and address, any usernames, each email address you have used to set up an account on our Site, and an unequivocal statement that you want to opt out of this Arbitration Agreement. You agree that if you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
LIMITATIONS: This Section 17 limits certain rights, including the right to maintain certain court actions, the right to a jury trial, the right to participate in any form of class or representative claim, the right to engage in discovery except as provided in AAA rules, and the right to certain remedies and forms of relief. In addition, other rights that you or Design Dilemmas would have in court may not be available in arbitration.

Other Provisions

Force Majeure: Under no circumstances will any Design Dilemmas Party be liable for any delay or failure in performance due in whole or in part to any acts of God (such as earthquakes, storms, floods, etc.), unavoidable accidents, laws, rules, regulations or orders of government authorities, acts of war (declared or not), terrorism, hostilities, blockades, civil disturbances, embargoes, strikes, or any other event or cause beyond the reasonable control of any Design Dilemmas Party.
Choice of Law and Jurisdiction: These Terms will be governed by and construed in accordance with the laws of the Province of Ontario, without giving effect to any conflict of laws rules or provisions. You agree that any action of whatever nature arising from or relating to these Terms or our Site will be filed only in the provincial or federal courts located in Toronto, Ontario. You consent and submit to the personal jurisdiction of such courts for the purposes of any such action.
Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed from these Terms and will not affect the enforceability of any other provision.
No Waiver or Amendment: The failure by Design Dilemmas to enforce any right or provision of these Terms will not prevent Design Dilemmas from enforcing such right or provision in the future and will not be deemed to modify these Terms.
Assignment: Design Dilemmas may, at any time, assign its rights and obligations under these Terms, including to an affiliated entity or in connection with a sale of assets, merger, acquisition, reorganization, bankruptcy, other transaction, or by operation of law.
Miscellaneous: The term “including” in these Terms will be interpreted broadly and will mean “including, without limitation.” Titles are for convenience only and will not be considered when interpreting these Terms.

Changes to these Terms

Additional Designer Terms

PLEASE READ THE FOLLOWING CAREFULLY. By offering the product or service, you agree to the applicable additional terms that apply (which are Additional Terms as described in Section [6] of the Designer Terms of Service (“Designer Terms”)). These Additional Terms will be governed by, and are incorporated into, the Designer Terms. Terms that are defined in the Designer Terms or the Site Terms of Service (“Site Terms”) will have the same meaning in these Additional Terms.

From time to time, we may change these Additional Terms. If we do, we will give you notice by posting them on our Site and updating the “Last Updated” date. The revised Additional Terms will be effective immediately. By offering or using or continuing to offer or use the applicable product or service, you represent and warrant that you have read, understand, and agree to these Additional Terms.

Direct Messaging (DMs)

Last Updated: August 7, 2021

Acknowledgement
You acknowledge and agree that:
1. Your Direct Messages will be visible to conversation participants and therefore will not be private and you should not share or disclose any personal, private, or sensitive information relating to you (other than your name) or a third party;
2. you hereby grant to each conversation participant the following limited rights to use your Messages solely for their own personal, non-commercial, and non-promotional purposes, subject to these Additional Terms: a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display that Message only on social media platforms and personal websites; in text and email messages; and in other personal storage media; and, you may use Messages created by Users in the same manner; in addition, you may use Messages to reasonably promote your participation on our Site;
3. each Message you create is Designer Content under the Designer Terms;
4. each Message is subject to the Acceptable Use Policy and you may not, among other things:
  1. violate, infringe, or misappropriate the intellectual property, privacy, publicity, moral or “droit moral,” or other legal rights of any third party; or
  2. communicate anything that is, or that incites or encourages action that is, explicitly or implicitly illegal, abusive, harassing, threatening, hateful, racist, derogatory, harmful to any reputation, pornographic, indecent, profane, obscene, or otherwise objectionable;
5. if you believe that a User activity has violated the Acceptable Use Policy, you will promptly notify Design Dilemmas in writing at support@designdilemmas.app
6. Design Dilemmas may monitor any Messages
7. Design Dilemmas will not be responsible or liable for any Message from any User or any Designer Content (including any Message or other content from you).

Design Dilemmas Live Feedback ADDITIONAL DESIGNER TERMS

Last Updated: August 7, 2021

Design Dilemmas Live Feedback
You may choose to offer Users and other individuals included by the User the opportunity to provide feedback in a live event with audio, video, or both (each, an “Event”).
1. The details of each Event will be specified on the Designer User’s profile page on the Site or in direct messages, including:
  1. the approximate length;
  2. any limits on the number of or criteria for each User and any individuals included by a User who can participate in the Event (collectively, “Participants”) , for example, a maximum number of Participants per Event or per login/video screen;
  3. The price;
  4. scheduling details (for example, your availability, specific dates and times, etc.);
  5. the hosting or other platform; and
  6. any other limitations, restrictions, or information.
2. You agree to participate in the Event as scheduled and described in the details in Section 1.1. If you are not able to participate for reasons outside your reasonable control, you will promptly notify the User in writing, and, you will work with te User to reschedule the Event.
3. Unlike a Design Dilemma Feedback, you may not record, use, publish, reproduce, distribute, display, post, or share any portion of the Event.
4. You will use any video conferencing (for example, Zoom, Design Dilemmas platform, etc.), calendar (for example, Calendly, Design Dilemmas scheduling tool, etc.), or other software or app designated by Design Dilemmas for the Event and will comply with any applicable terms and privacy policies. You will use any login or other information provided by Design Dilemmas to participate in the Event.
5. At our request, you will:
  1. Provide Design Dilemmas with detailed information regarding the details of the Event.
6. A Participant may end their participation in the Event at any time. If the Event is ended due to a violation of the Acceptable Use Policy, you will promptly notify Design Dilemmas in writing at support@designdilemmas.app. If you end an Event earlier than scheduled for any other reason, we may discuss with you an appropriate adjustment of the payment made to you. Design Dilemmas will not be responsible for refunding any payment requested by the User.
7. Design Dilemmas retains the right, in its sole discretion, to cancel any request from a User.
8. No payment will be made to you if you decline, cancel, do not appear, or do not participate in the Event as set forth in these Additional Terms and in the details on your profile page on our Site and direct messages exchanged with the User.

Payment
1. On completion of each paid Event, we will pay you 80% of the applicable price actually received by Design Dilemmas after subtracting any payment to, or deduction by, the application platform or distribution platform on the same terms as in Section 3 of Designer Terms of Service.

Acknowledgement
You acknowledge and agree that:
1. any materials, rights of publicity, performances, participation (including any chat, comment, statement, audio, image, video, element, or other communication), or other content that you provide in connection with your participation in the Event (“Event Content”) is Designer Content under the Designer Terms;
2. Event Content will not be private and you should not share or disclose any personal, private, or sensitive information relating to you or a third party;
3. in addition to the Designer Terms, Event Content is subject to the Acceptable Use Policy and may not, among other things:
  1. violate, infringe, or misappropriate the intellectual property, privacy, publicity, moral or “droit moral,” or other legal rights of any third party; or
  2. communicate anything that is, or that incites or encourages action that is, explicitly or implicitly: illegal, abusive, harassing, threatening, hateful, racist, derogatory, harmful to any reputation, pornographic, indecent, profane, obscene, or otherwise objectionable (including nudity);
4. To the extent you offer an Event that will or does include music (including a musical performance):
  1. you have or will secure any necessary rights, authorizations, and permissions, including the right to reproduce, publicly perform, and communicate to the public any and all sound recordings and musical works embodied in the Event Content, royalty-free, without the obligation to pay royalties to any third party, including: the owner of copyright in a sound recording (e.g., a record label) or a musical work (e.g., a music publisher); a performing rights organization (“PRO”) (e.g., ASCAP, BMI, SESAC); a sound recording PRO (e.g., SoundExchange); any unions or guilds; engineers; producers; or any other participants involved in the Event Content.
  2. if you are a composer or author of a musical work and are affiliated with a PRO, you will notify the PRO of the royalty-free license you are granting to Design Dilemmas under these Additional Terms and are solely responsible for complying with the PRO's reporting and other obligations; and
  3. you are granting under these Additional Terms on a “through-to-the-audience” basis, i.e., the owners or operators of any video conferencing or other software designated by Design Dilemmas for the Event will not be separately liable to you or any other third party for your Event Content.
5. in addition to the rights you grant under the Designer Terms, you grant:
  1. to Design Dilemmas an exclusive (including exclusive as to you, but excluding the license granted to any platform or media as set out below), royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license in any and all manner and media, whether now known or hereinafter invented or devised to use, publish, reproduce, record, modify, edit, and display your name, image, voice, appearance, performance, likeness, and Event Content, including in or in connection with advertising, marketing, promoting, republishing, rebroadcasting, and re-airing; provided that Design Dilemmas will not use your Event Content in or in connection with advertising or marketing without your consent; and
  2. to any platform or media on which the Designer Content is stored, performed, recorded, republished, rebroadcast, re-aired, or displayed any rights necessary or required by the platform or media in order to store, perform, record, republish, rebroadcast, re-air, or display the Designer Content;
6. Design Dilemmas may record the Event and the Event Content may be edited or modified (for example, add music or captions, capture screenshot or excerpts, or otherwise) and Event Content (for example, an edited or modified version thereof) may be included in a compilation with content from or featuring others;
7. each Event is subject to the Privacy Policy;
8. if you believe that a Participant or an Event activity violates the Acceptable Use Policy, you will promptly notify Design Dilemmas in writing at support@designdilemmas.app;
9. Design Dilemmas may monitor any Event, and Design Dilemmas retains the right, in its sole discretion, to cancel any Event or block any User; and
10. Design Dilemmas will not be responsible or liable for any Event Submission or any Event Content (including from another Participant or Designer User).

Design Dilemmas Live Content
Any materials, rights of publicity, performances, participation (including any chat, comments, statements, audio, or other communication), or other content that you provide in connection with your participation in the Event (“Event Content”) will be Designer Content under the Designer Terms.
1. You are responsible for your Event Content.
  1. Your Event Content will not be private and you should not share or disclose any personal, private, or sensitive information relating to you or a third party
  2. In addition to the Designer Terms, Event Content is subject to the Acceptable Use Policy : and may not, among other things: violate, infringe, or misappropriate the intellectual property, privacy, publicity, moral or “droit moral,” or other legal rights of any third party; or communicate anything that is, or that incites or encourages action that is, explicitly or implicitly: illegal, abusive, harassing, threatening, hateful, racist, derogatory, harmful to any reputation, pornographic, indecent, profane, obscene, or otherwise objectionable (including nudity).
2. In addition to the rights you grant under the Designer Terms, you grant:
  1. to Design Dilemmas an exclusive (including exclusive as to you, but excluding the license granted to any platform or media as set out below), royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license in any and all manner and media, whether now known or hereinafter invented or devised to use, publish, reproduce, record, modify, edit, and display your name, image, voice, appearance, performance, likeness, and Event Content, including in or in connection with advertising, marketing, promoting, republishing, rebroadcasting, and re-airing; provided that Design Dilemmas will not use your Event Content in or in connection with advertising or marketing without your consent.
  2. to any platform or media on which the Designer Content is stored, performed, recorded, republished, rebroadcast, re-aired, or displayed any rights necessary or required by the platform or media in order to store, perform, record, republish, rebroadcast, re-air, or display the Designer Content.
3. You acknowledge and agree that Event Content may be edited or modified (e.g., add music or captions, capture screenshot or excerpts, or otherwise) and Event Content (e.g., an edited or modified version thereof) may be included in a compilation with content from or featuring others.

Payment
1. On completion of each paid Event, as provided in these Additional Terms, we will pay you 80% of the applicable price actually received by Design Dilemmas after subtracting any payment to, or deduction by, the application platform or distribution platform on the same terms as in Section 3 of Designer Terms of Service.