BECOME THE NEXT OUTSTANDING DESIGNER
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Terms and Conditions of Design2Gather
Design2Gather.com terms and conditions
Date of Last Revision: March 15, 2013
Welcome to Design2Gather.com. The Design2Gather website and its associated services may be found at the domain Design2Gather.com and its related subdomains at (the "SITE"). The SITE is owned and operated exclusively by Design2Gather limited and its corporate affiliates (collectively referred to herein as "DESIGN2GATHER", "us", "we" or the "Company").
By creating a member account and/or accessing or using the SITE or by posting any content on the SITE, you represent and warrant that you have read, understand and agree to be bound by these terms and conditions. We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms and conditions at any time without further notice. If we do this, we will post the changes to these Terms and conditions on the SITE and will indicate at the top of the SITE the date these terms were last revised. If you have a member account prior to any such changes, you will be prompted to review the revised terms and conditions, and accept them, prior to logging in to your member account. Your continued use of the SITE after any such changes constitutes your acceptance of the new terms and conditions. If you do not agree to abide by these or any future Terms and conditions, do not use or access (or continue to use or access) the SITE.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.
Used Terms and Definitions
· "DESIGNMENT" means a subject matter of an idea competition on the SITE;
· "IDEA COMPETITION" means a call for DESIGNMENT related ideas on the SITE to solve a design challenge;
· "IDEA" means a product concept, design or idea that is submitted by a member during a DESIGNMENT;
· "SELECTED IDEA" means any IDEA that is selected by DESIGN2GATHER for further evaluation and development.
· "REALIZED IDEA" means any IDEA that is selected by DESIGN2GATHER and is successfully commercialized with at least 1 unit sold to a third party.
· "MEMBER" is register participant of the SITE.
· "PRODUCER" is the MEMBER who submitted a REALIZED IDEA.
· "REVIEWER" is a MEMBER who gave feedback on a PRODUCER's idea.
· "INTELLECTUAL PROPERTY RIGHTS" means any invention, writing, design right, trade name, trademark, service mark, mask work or any other material registered or otherwise protected or protectable under state, federal, or foreign patent, trademark, copyright, trade secret or similar laws.
· "INVENTIONS" includes IDEAS, discoveries, inventions, developments and improvements, whether or not reduced to practice and whether or not patentable or otherwise within the definition of protection by INTELLECTUAL PROPERTY RIGHTS.
· "CONTENT" means all information on the SITE including and without limitation designs, text, graphics, pictures, videos, animations, information, applications, software, programs, music, sound, audio, schematics, illustrations, diagrams, data, and other files and creative output, in whatever format.
· "MEMBER CONTENT" includes all information that a MEMBER may submit to the SITE and which may become available for use or display, including without limitation all designs, text, graphics, pictures, videos, animations, information, applications, software, programs, music, sounds, audio, schematics, illustrations, diagrams, data, and other files and creative output, in whatever format. MEMBER CONTENT also includes information that a MEMBER provides to DESIGN2GATHER outside of the SITE in relation to MEMBER CONTENT transmitted to the SITE. This kind of information shall constitute MEMBER CONTENT submitted to the SITE under this agreement.
Basic description of member participation
· The company posts "DESIGNMENTS" on the SITE with the invitation to it's MEMBERS to join in an IDEA COMPETITION.
· In a DESIGNMENT MEMBERS are given a deadline until which they can hand in their IDEAS to solve the design challenge posted.
· Once the IDEAS are handed in, DESIGN2GATHER evaluates and selects the IDEAS.
· IDEAS that are suitable for further development will be selected by DESIGN2GATHER (SELECTED IDEAS). The MEMBER who handed in the respective IDEA will be informed that his/ her IDEA will be further processed. If necessary DESIGN2GATHER will communicate with the MEMBER to clarify unclear details. All IDEAS that are handed in will be posted on the SITE for other MEMBERS to comment and to give feedback.
· At a certain point DESIGN2GATHER will make a decision to realize the product and to further develop the IDEA together with its manufacturing partners. The PRODUCER of the relevant IDEA will be involved in the development process.
· At the moment when DESIGN2GATHER is able to sell the developed product to a third party, the PRODUCER becomes entitled to receive a reward as specified in the DESIGNMENT.
· REVIEWERS who give feedback towards PRODUCERS IDEAS will receive a chance to participate in the rewards. This is up to the PRODUCERS decision, he can decide if he/ she wants to let REVIEWERS participate in the reward. DESIGN2GATHER is not responsible for the allocation of the reward apart from the reward towards the PRODUCER.
THE SELECTION, DEVELOPMENT, MANUFACTURE AND SALE OF ANY PRODUCT IDEA IS SUBJECT TO DESIGN2GATHER'S SOLE AND ABSOLUTE DISCRETION. DESIGN2GATHER RESERVES THE RIGHT, FOR ANY OR NO REASON, TO (I) REJECT ANY SUBMITTED IDEA, (II) REFUSE TO POST ANY SUBMITTED IDEA TO THE SITE, (III) TERMINATE THE DEVELOPMENT RELATED TO AN IDEA, (IV) TERMINATE THE SALE AND OR MANUFACTURE OF ANY COMMERCIALIZED PRODUCT RELATED TO ANY IDEA, OR (V) SELL OR LICENSE A PRODUCT IDEA, AND/OR ANY INTELLECTUAL PROPERTY RELATED THERETO.
DESIGN2GATHER's control of the SITE.
DESIGN2GATHER generally does not regulate the content of communications between MEMBERS or MEMBERS' interactions with the SITE. As a result, DESIGN2GATHER has very little control, if any, over the quality, safety, morality, legality, truthfulness or accuracy of MEMBER CONTENT. Nonetheless, DESIGN2GATHER reserves the right to monitor and/or limit any MEMBER CONTENT posted by a MEMBER to the SITE, including, without limitation IDEAS.
Other Parties Rights in Content
By registering on the SITE, MEMBER acknowledges that: (i) by using the SITE MEMBERS will have access to MEMBER CONTENT provided by other MEMBERS, and (ii) MEMBER CONTENT and SITECONTENT may be provided under license by independent content providers, including contributions from other MEMBERS and DESIGN2GATHER. DESIGN2GATHER may not pre-screen MEMBER CONTENT submitted by MEMBERS to the SITE. MEMBERS acknowledge that DESIGN2GATHER has full rights regarding all CONTENT under copyright and other applicable laws and treaty provisions, and that except as described in this Agreement, such rights are not licensed or otherwise transferred by mere use of the SITE or posting on the SITE. MEMBERS accept full responsibility and liability for use of any CONTENT or MEMBER CONTENT in violation of any such rights. MEMBERS agree that creations or submissions of any MEMBER CONTENT is not in any way based upon any expectation of compensation from DESIGN2GATHER or any other MEMBERS.
MEMBERS agree that DESIGN2GATHER has the absolute right and permission to use MEMBERS name, voice, image, likeness for the purposes of advertising, promoting, reporting and disseminating information about DESIGN2GATHER, DESIGN2GATHER's business or REALIZED IDEAS.
Rewards by Design2Gather to Members
SELECTED IDEAS and REALIZED IDEAD that make it through selection will be rewarded in the following way:
· DESIGN2GATHER will provide insight into every development step to transform the IDEA into a product design;
· The PRODUCER as well as the REVIEWERS of a SELECTED IDEA will be mentioned together with the SELECTED IDEA on the SITE;
· A prototype of the SELECTED IDEA will be mailed by air mail to the PRODUCER;
· A sample from the massproduction will be mailed by airmail to the PRODUCER of the realized idea;
· Cash reward payable via TT transfer. The amount of the cash reward will be defined in the DESIGNMENT briefing. Depending on the amount of influence from REVIEWERS the total reward amount can be (upon the decision of the PRODUCER) be divided into several lots, whereby the minimum lot is 20% of the total reward.
It is the MEMBERS responsibility to properly declare taxes for the rewards received under the laws of the MEMBERS home country. DESIGN2GATHER is not entitled to give any legal advice on the proper tax declaration.
Participation in the site is void where prohibited. This SITE is intended solely for MEMBERS who are eighteen (18) years of age or older. Any registration by, use of or access to the Site by anyone under 18 is unauthorized and prohibited. By using the SITE, MEMBERS represent and warrant to be of age of 18 or older and to agree to and to abide by all of the terms and conditions of this Agreement.
Registration Data; Account Security
In consideration of the use of the SITE, MEMBERS agree to:
· (a) Provide accurate, current and complete information about himself/herself as may be prompted by any registration forms on the SITE;
· (b) Maintain the security of passwords and identifications;
· (c) Maintain and promptly update the Registration Data and any other information provided to DESIGN2GATHER, and keep it accurate, current and complete;
· (d) Be fully responsible for all use of the MEMBER-account and for any actions that take place using account of the MEMBER.
Proprietary Rights in SITE Content; Limited License
All SITE content is the proprietary property of DESIGN2GATHER with all rights reserved. No SITE content may be modified, copied, distributed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without DESIGN2GATHER's prior written permission. Provided that MEMBERS are eligible for use of the SITE, MEMBERS are granted a limited license to access and use the SITE and the SITE content and to download or print a copy of any portion of the SITE content to which MEMBERS have properly gained access solely for MEMBER's own personal use, in connection with participating on the SITE, during the duration of a DESIGNMENT for which such SITE content was originally posted. Except for MEMBER's own MEMBER CONTET, MEMBER may not upload or republish SITE content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any use of the SITE Content not explicitly permitted herein is strictly prohibited. The foregoing license is subject to these terms and conditions and does not include use of any data mining, robots or similar data gathering or extraction methods (e.g. crawlers, screen scraping, etc.).. Any use of the SITE or the SITE content other than as specifically authorized herein, without the prior written permission of DESIGN2GATHER, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these terms and conditions shall be construed as conferring any license to Intellectual Property Rights, whether by estoppel, implication or otherwise. The foregoing license is revocable at any time by DESIGN2GATHER without notice and with or without cause.
Ownership of MEMBER CONTENT
DESIGN2GATHER and each MEMBER that is a party to this Agreement acknowledges and agrees that, subject to the terms and conditions of this Agreement, DESIGN2GATHER becomes the solemnly owner of all applicable copyrights and other INTELLECTUAL PROPERTY RIGHTS of any IDEAS posted on the SITE or handed in to DESIGN2GATHER. In return DESIGN2GATHER agrees that, subject to the terms and conditions of this Agreement, every IDEA that is realized into a real product and sold to a third party will be rewarded with the reward stipulated in the initial DESIGNMENT.
Notwithstanding the foregoing, MEMBERS understand and agree that by submitting MEMBER CONTENT to any area of the SITE, MEMBER automatically irrevocably waive any right to, royalty claims and or the right to license the IDEA to any third party.
"DESIGN2GATHER" and other DESIGN2GATHER graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks. The marks may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion or association or affiliation with DESIGN2GATHER and may not be copied, imitated, or used, in whole or in part, without the prior written permission of DESIGN2GATHER.
Conduct by MEMBERS; Prohibited Conduct
MEMBERS agree that a MEMBER shall not: (i) take any action or upload, post, e-mail or otherwise transmit to or via the SITE any MEMBER CONTENT that infringes or violates any third party rights, including without limitation all INTELLECTUAL PROPERTY RIGHTS, or that constitutes any other Person's Proprietary Information; (ii) impersonate any Person without their consent, including, but not limited to, a DESIGN2GATHER employee, or falsely state or otherwise misrepresent MEMBERS affiliation with any Person; (iii) take any action or upload, post, e-mail or otherwise transmit to or via the SITE any MEMBER CONTENT that violates any law or regulation; (iv) take any action or upload, post, e-mail or otherwise transmit to or via the SITE any MEMBER CONTENT as determined by DESIGN2GATHER at its sole discretion that is harmful, threatening, abusive, harassing, causes tort, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (v) take any actions or upload, post, e-mail or otherwise transmit to or via the SITE any MEMBER CONTENT that contains any viruses, Trojan horses, worms, spyware, time bomb, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (vi) take any action or upload, post, email or otherwise transmit to or via the SITE any MEMBER CONTENT that would violate any right or duty under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (vii) upload, post, email or otherwise transmit to or via the SITE any unsolicited or unauthorized advertising, or promotional materials, that are in the nature of "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation that DESIGN2GATHER considers in its sole discretion to be of such nature; (viii) interfere with or disrupt the SITE or servers or networks connected to the SITE, or disobey any requirements, procedures, policies or regulations of networks connected to the SITE; (ix) attempt to gain access to any other MEMBERR's account or password; or (x) "stalk", abuse or attempt to abuse, or otherwise harass another MEMBER; (xi) charge any third party for use of the SITE; or (xii) modify, adapt, reverse engineer, decompile or attempt to discover the source code of the SITE or any of its algorithms that are utilized to allocate Influence. Any violation by MEMBER of the terms of the foregoing may result in immediate and permanent suspension or cancellation of MEMBERS account and the forfeiture of any accrued Influence and any amounts otherwise due to you from DESIGN2GATHER.
Copyright Infringement Complaints
DESIGN2GATHER respects the INTELLECTUAL PROPERTY RIGHTS of others and prohibits MEMBERS from uploading, posting or otherwise transmitting on the SITE any materials that violate another party's INTELLECTUAL PROPERTY RIGHTS or that constitutes another Person's Proprietary Information.
If MEMBER believes that any SITE Content infringes a copyright, MEMBER hat to send a notice of copyright infringement containing the following information to firstname.lastname@example.org:
1. Identification of copyrighted material allegedly being infringed, including an attached file containing the copyrighted material;
2. Identification of the SITE content claimed to be infringing including the specific location within the SITE of the allegedly infringing SITE content;
3. MEMBERS contact information, including address, telephone number and e-mail address, and if MEMBER is not the owner of the copyright that has been allegedly infringed, an explanation of MEMBERS relationship to the copyright owner;
4. A statement that MEMBER has a good faith belief that the allegedly infringing SITE Content is not authorized by the copyright owner, its agent, or the law, and that under penalty of perjury, the information provided is accurate, and MEMBER is authorized to make the complaint on behalf of the copyright owner; and
5. MEMBER'S signature.
Monitoring MEMBER CONTENT
DESIGN2GATHER is not responsible or liable in any manner for any MEMBER CONTENT posted on the SITE or in connection with the SITE. Although DESIGN2GATHER provides rules for conduct and postings, DESIGN2GATHER does not control and is not responsible for what MEMBERS post, transmit or share on the SITE and is not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable SITE Content MEMBER may encounter on the SITE or in connection with any MEMBER CONTENT. DESIGN2GATHER is not responsible for the conduct, whether online or offline, of any MEMBER.
As a condition of access to the SITE, MEMBER releases DESIGN2GATHER (and DESIGN2GATHER's shareholders, affiliates, directors, officers, subsidiaries, employees, and agents) from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any dispute MEMBERS have or claim to have with one or more Members of the SITE; including, without limitation, any claim that another MEMBER infringes upon your INTELLECTUAL ROPERTY RIGHTS in any MEMBER CONTENT that MEMBERS may provide. MEMBER further understands and agrees that: (a) DESIGN2GATHER will have the right but not the obligation to resolve disputes between MEMBERS relating to the SITE, and DESIGN2GATHER's resolution of any particular dispute does not create an obligation to resolve any other dispute; (b) to the extent DESIGN2GATHER elects to resolve such disputes, it will do so in good faith based solely on the general rules and standards of the SITE and will not make judgments regarding legal issues or claims; (c) DESIGN2GATHER's resolution of such disputes will be final with respect to the SITE, and any allocation of Influence or the allocation of any payments due to MEMBERS related to the foregoing, but will have no bearing on any real-world legal disputes in which MEMBERS of the SITE may become involved; and (d) you hereby release DESIGN2GATHER (and DESIGN2GATHER's shareholders, affiliates, directors, officers, subsidiaries, employees, and agents) from all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with DESIGN2GATHER's resolution of disputes relating to the SITE.
All Data on DESIGN2GATHER's Servers is subject to Deletion, Alteration or Transfer
When using the SITE, MEMBERS may accumulates SITE Content, objects, items, scripts, or other value or status indicators that reside as data on DESIGN2GATHER's servers. THIS DATA, AND ANY OTHER DATA, ACCOUNT HISTORY AND ACCOUNT NAMES RESIDING ON DESIGN2GATHER'S SERVERS, MAY BE DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON IN DESIGN2GATHER'S SOLE DISCRETION. Notwithstanding the foregoing, DESIGN2GATHER will maintain back-up records.
MEMBER UNDERSTANDS AND AGREES THAT DESIGN2GATHER HAS THE RIGHT, BUT NOT THE OBLIGATION, TO REMOVE ANY SITE CONTENT (INCLUDING YOUR MEMBER CONTENT) IN WHOLE OR IN PART AT ANY TIME FOR ANY REASON OR NO REASON, WITH OR WITHOUT NOTICE AND WITHOUT ANY LIABILITY OF ANY KIND. DESIGN2GATHER does not ensure continuous, error-free, secure or virus-free operation of the SITE or MEMBER's account, and MEMBER understands that MEMBERS shall not be entitled to make any claim based on DESIGN2GATHER's failure to provide any of the foregoing other than as explicitly provided in this Agreement. Some jurisdictions do not allow the disclaimer of implied warranties, and to that extent, the foregoing disclaimer may not apply to MEMBER.
MEMBER hereby agrees to defend, indemnify and hold harmless DESIGN2GATHER, its shareholders, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, distributors, successors and assigns and other MEMBERS of the SITE, from all damages, liabilities, claims and expenses, including without limitation attorneys' fees and costs, arising from any breach of this Agreement by MEMBER. MEMBER agrees to defend, indemnify and hold harmless DESIGN2GATHER, its shareholders, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, and distributors, successors and assigns from all damages, liabilities, claims and expenses, including without limitation attorneys' fees and costs, arising from any claims by third parties that MEMBERS activity on the SITE or MEMBER's MEMBER CONTENT infringes upon, violates or misappropriates any of their Intellectual Property Rights or discloses their Proprietary Information.
COLLECTION AND USES OF MEMBERS PERSONAL INFORMATION
By registration at the SITE MEMBER acknowledges and agrees to, that DESIGN2GATHER, in its sole discretion, may track, record, observe or follow any and all of your interactions within the SITE. Except as otherwise provided herein, including without limitation, in the Section "Media Waiver", the personal information MEMBER provides to DESIGN2GATHER during registration is used for DESIGN2GATHER's internal purposes only. DESIGN2GATHER uses the information it collects to learn what MEMBERS like and to improve the SITE.
MEMBER is required to provide a valid email address, date of birth and portfolio during MEMBER's registration. MEMBER's full name will represent MEMBER's identity on the SITE. MEMBER agrees to provide other personal information to be publicly displayed in connection with MEMBER's account and activity on the SITE.
MEMBERS full name is publicly displayed and connected to MEMBER's SITE activity. Other MEMBER information that visitors to the SITE may see includes, without limitation, MEMBER's date joined, profile information, feedback, total earnings to date, submitted IDEAS, and reviewed IDEAS.
MEMBER agrees that DESIGN2GATHER may communicate with MEMBER via email and any similar technology for any purpose relating to the SITE.
CONTROLLING AND ACCESSING MEMBERS PERSONAL INFORMATION
Content in a MEMBER profile on the SITE is publicly available. SITE visitors may be able to identify MEMBER, or associate MEMBERS with a certain MEMBER account if MEMBER includes personal information in his / her MEMBER profile. The messages MEMBER sends or receives using the SITE are only private to the extent that MEMBER and the sender/recipient keeps them private. DESIGN2GATHER does not have any control over whether a recipient of one of MEMBER's personal messages publicly posts it or its contents.
MEMBER's can access and update their personal information and communication settings by selecting the "Edit" option on the MEMBER account dashboard. MEMBER may also terminate their MEMBER accounts at any time by emailing to: email@example.com.
SHARING YOUR PERSONAL INFORMATION
DESIGN2GATHER will not give any personal information about MEMBERS to any third party or otherwise disclose personal information about MEMBERS without your express approval.
DESIGN2GATHER can (and you authorize DESIGN2GATHER to) disclose any information about MEMBERS to private entities, law enforcement agencies or government officials, as DESIGN2GATHER, in its sole discretion, believes necessary or appropriate to investigate or resolve possible problems or inquiries, or as otherwise required by law. DESIGN2GATHER may share general, demographic, or aggregated information with third parties about its MEMBERS and their MEMBER CONTENT and SITE usage, but that information will not include or be linked to any personally identifiable information without MEMBERS consent.
SECURITY OF YOUR PERSONAL INFORMATION
DESIGN2GATHER follows generally accepted industry standards for the protection of the personal information that MEMBER submits, both during transmission and after receipt. However, no method of transmission over the Internet or via mobile device, or method of electronic storage, is 100% secure. Therefore, although DESIGN2GATHER strives to use commercially acceptable means to protect MEMBER's personal information, DESIGN2GATHER does not guarantee the security of any of your private transmissions against unauthorized or unlawful interception or access by third parties.
RETENTION OF YOUR PERSONAL INFORMATION
DESIGN2GATHER uses a browser feature known as a "cookie," which is a small text file number that is stored on visitors hard drive when visitors begin to navigate the SITE. The cookies used by the SITE do not contain any personal information about visitors or MEMEBRS, but they may identify specific computers. Visitors can disable cookies from DESIGN2GATHER. If cookies are blocked from DESIGN2GATHER, the SITE may not be able to provide certain functions or features.
The SITE may contain links to third party websites that are outside DESIGN2GATHER's control and not covered by this Agreement. Except as set forth herein, DESIGN2GATHER does not share personal information with these sites, nor is DESIGN2GATHER responsible for the privacy practices of these sites.
TOPIC, BLOG, CHAT ROOM, FORUMS, AND PARTICIPATING PAGES
The topic, blog, chat room, forums and participating pages associated with the SITE are only available for MEMBERS. The information that MEMBERS provide in such portions of the SITE is available to others, and can be read, collected and/or used by other MEMBERS. Finally, the opinions expressed by each blog, forum or participate's post from a non-employee of DESIGN2GATHER is his/her own and do not represent the views of DESIGN2GATHER.
The SITE is not directed to or intended to be used by children under the age of 18. DESIGN2GATHER does not knowingly collect personal information from children under the age of 18. If DESIGN2GATHER learns that it has collected personal information of a child under the age of 18 without parental consent, DESIGN2GATHER will delete that data from DESIGN2GATHER's systems and terminate the child's account.
Dispute Resolution; Governing Law; Venue and Jurisdiction
By registration at the SITE and/or submitting IDEAS to the SITE, MEMBERS agree to the laws of the British Virgin Islands, without regard to principles of conflict of laws. The laws of British Virgin Islands will govern these Terms and conditions and any dispute of any sort that might arise between you and DESIGN2GATHER or any of our affiliates.
The SITE is controlled and operated by Design2Gather limited with its headquarter in the British Virgin Islands. DESIGN2GATHER makes no representation that any aspect of the SITE is appropriate or available for use in jurisdictions outside of the British Virgin Islands. Those who choose to access the SITE from other locations are responsible for compliance with applicable local laws.
DESIGN2GATHER's failure to act with respect to a breach by you or others does not waive DESIGN2GATHER's right to act with respect to that breach or subsequent or similar breaches. No consent or waiver by DESIGN2GATHER under this Agreement shall be deemed effective unless delivered in a writing signed by a duly appointed officer of DESIGN2GATHER. All or any of DESIGN2GATHER's rights and obligations under this Agreement may be assigned to a subsequent owner or operator of the SITE and in a merger, acquisition or sale of all or substantially all of DESIGN2GATHER's assets. You may not assign or transfer this Agreement or any or all of your rights or obligations hereunder without the prior written consent of DESIGN2GATHER, and any attempt to do so is void. Notwithstanding anything else in this Agreement, no default, delay or failure to perform on the part of DESIGN2GATHER shall be considered a breach of this Agreement if such default, delay or failure to perform is shown to be due to causes beyond the reasonable control of DESIGN2GATHER.
This Agreement sets forth the entire understanding and agreement between the MEMBER and DESIGN2GATHER with respect to the subject matter hereof. The section headings used herein, including descriptive headings, are for convenience only and shall not affect the interpretation of this Agreement. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unlawful, void, or for any reason unenforceable, then in such jurisdiction that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of the remaining provisions.
DESIGN2GATHER may give notice to MEMBERS by means of a general notice on the SITE, by electronic mail to MEMBER e-mail addresses, or by written communication sent by first class mail, postage prepaid, or overnight courier to MEMBER's address on record for the MEMBER account. All notices given by MEMBER or required under this Agreement shall be mailed to DESIGN2GATHER at firstname.lastname@example.org .