TERMS OF USE

Cad Crowd is a division of uFathom Inc. ("we", "us" or "our") and owns, manages, and operates www.cadcrowd.com (the "Website"). The users of this Website ("you" or "your"), in whatever capacity whether as a Service Provider or Service Buyer (as defined below) or otherwise, shall be subject to the following Terms of Use and any appendices (the "Agreement"). This Agreement applies to the Website and any updates, upgrades, supplement, new features, and support services for the Website, unless other terms accompany those items. If so, those terms apply. By using the Website, you accept these terms. Please read all the terms before you indicate acceptance. If you do not accept them, do not use the Website.  You are bound by these terms even if you do not read all the terms. This version replaces all prior versions.

This Agreement is a legal document that governs the relationship between us and you. In case of breach of this Agreement, we reserve the right to take any action against you in accordance with the relevant applicable law. Such action may also include suspension and possible termination of your Account without notice, and withholding of any payments due to you.

You acknowledge and agree that for the purposes of Section 4 and Appendix 1 of this Agreement, the Service Provider and Service Buyer are each third-party beneficiaries of this Agreement, and that, upon acceptance of this Agreement, the Service Provider and Service Buyer will have the right (and will be deemed to have accepted the right) to enforce this Agreement against each other, each as beneficiaries hereof.

  1. 1.     Defined Terms

Designs” includes files, text, drawings, design files, images, works and other digital content;

Project” means a design “contest” project submitted by a Service Buyer as a request for proposals through “Public”, “Private” or “Invitation Only” features, for Service Providers to review and bid on, including such criteria, description and specifications that the Service Buyer may choose to submit to the Website, and the term “Project” includes all Designs submitted, input or uploaded by the Service Buyer or a Service Provider in response to the Project proposal;

Service Buyer” means a user of the Website who submits a Project for the purpose of engaging one or more Service Providers to provide CAD design, graphic design, drafting, engineering or illustration services or similar services that might be applicable to the Website functionality from time to time;

Service Provider” meansa provider of CAD design, graphic design, drafting, engineering or illustration services or similar services that might be applicable to the Website functionality from time to time, who responds to or bids on a Project and provides services to the Service Buyer.

  1. 2.     Eligibility

This Website is intended to be used by individuals or entities that are eligible to enter into a valid contract under the applicable law. Minors are, therefore, not allowed to become registered members of this Website. Applicants who lack capacity to enter into a valid contract are also expressly prohibited from joining this Website. We reserve the right to accept or reject your application to use the Website.

  1. 3.     Services

This Website provides a common platform for Service Buyers and Service Providers to explore, interact with, finalize, and pay for Projects. The Service Buyers post their requirements in a Project, and the Service Providers compete among themselves by bidding on the Projects according to the Project criteria, description and specifications. You agree to payment for use of the Website as set forth in Section 8.

Once the Service Buyer selects the winning Design(s), both the Service Buyers and Service Providers will be supplied with the email address of the respective parties via email. Any attempt (successful or unsuccessful) on your part to evade or delay payment, whether payment for the services provided by a Service Provider, or payment of our commission by whatever means, shall be considered as violation of this Agreement, and we may take all steps available to us in this Agreement or otherwise.

  1. 4.     Rights as Between Cad Crowd, Providers & Buyers

The Service Buyers and Service Providers mutually decide among themselves on the price of the Projects within the parameters set by the Website, and we have no role to play in negotiating the price of the individual Projects or the winning Design(s). The Service Buyers and Service Providers are expressly prohibited from negotiating the price of the Project or Design(s) outside of the features provided by this Website.

For all intellectual property rights as between a Service Buyer and a Service Provider, you agree as follows whether as a Service Buyer, Service Provider or otherwise:

a)    Any Designs submitted, input or uploaded by a Service Buyer will be owned by the Service Buyer or its licensors. Cad Crowd claims no rights in such Designs;

b)    Any and all Designs submitted, input or uploaded by a Service Provider will become property of Cad Crowd upon submission or upload to the Website by the Service Provider, subject to the terms of Subsections 4(d) and (e) below;

c)    Other than the foregoing, the terms of Appendix 1 shall govern the intellectual property rights and confidentiality terms as between the Service Buyer and Service Provider;

d)    Designs selected as “winning” designs and paid for by the Service Buyer will become property of the Service Buyer upon payment, under the terms of Appendix 1;

e)    For greater clarity, by submitting or uploading Designs as a Service Provider, you hereby waive any and all exclusive rights to such content and you hereby assign intellectual property rights in such content to Cad Crowd upon submission or uploading to the Website.

Upon selection of certain Design(s) as “winning” designs and payment by the Service Buyer to the Service Provider, Cad Crowd hereby assigns any intellectual property rights it may have acquired in the selected Designs under Subsection 4(b) above to the Service Buyer upon payment of the agreed-upon fees, under the terms of Appendix 1.

We do not arbitrate between the parties in case of a dispute involving your intellectual property rights or rights of any user of this Website whether as a Service Buyer, Service Provider or otherwise, or any third party whosoever, and we disclaim all liability in connection with any such disputes.

You agree that any agreement between the Service Providers and Service Buyers in relation to a Project has to be consistent with the terms of this Agreement. Service Providers and Service Buyers are, through a separate private contract, free to agree to their own terms as between themselves, and they may vary the terms of Appendix 1, as such terms apply to Service Providers or Service Buyers.  However, other than the foregoing, you may not, whether as a Service Provider or Service Buyer, vary or amend any of the terms of this Agreement without our written consent.

  1. 5.     License

You are given a worldwide, limited, non-exclusive, non-transferable, and non-assignable license to use this Website under the terms in this Agreement. You expressly agree not to: sublicense, redistribute or otherwise commercially exploit the content, services, screenshots or features available on or through this Website; hack, decrypt, or otherwise reverse engineer the Website; frame or incorporate any portion of the Website into any products which will be sold, licensed or transferred to a third party; or use the Website in connection with a computer based service business for others.

  1. 6.     Representation & Warranty of Users

By submitting Designs or any other data or content to or through this Website, you hereby represent and warrant that such content is original and/or you have all necessary rights to do so, and you grant us a worldwide, irrevocable, royalty-free license to use, publish, copy, modify and display such submitted Designs or content, for the purposes set forth in this Agreement. For the purposes of this license grant, links providing content hosted on third party servers (e.g., an online portfolio or online resume on another website) shall not be considered as submission of such content.

  1. 7.     General Terms Applicable for All Users

You acknowledge and agree, whether as a Service Buyer or a Service Provider or otherwise, that:

a)    The relationship between you and us is that of independent contractors. Nothing contained in this Agreement creates a partnership, joint venture, agency or employment relationship among the users or between you and us.

b)    Some of the content on this Website is our property and as such you are prohibited from copying, modifying, or interfering with such content in any manner whatsoever unless expressly permitted to do so by one of our authorized  personnel.

c)    Service Providers or Service Buyers may own intellectual property rights in content that is submitted, uploaded or input to this Website. You are prohibited from infringing on the intellectual property rights of anyone on this Website.

d)    You shall be solely responsible for the content submitted by you on or through this Website and any consents or permissions that may be required in submitting such content. You also acknowledge and agree that by submitting or uploading Designs or other content to the Website, you may be affecting or impacting your own intellectual property rights in such Designs or other content, and you are responsible for dealing with or protecting your own intellectual property rights and obtaining any necessary advice regarding such rights.

e)    Service Buyers and Service Providers are not permitted to disclose their personal contact details (like email address, physical address, ICQ number, phone number, personal website URL, etc.) through any of the features on this Website.

f)     You shall not use the Website in violation of any law or regulation, or for any purpose other than as expressly permitted in this Agreement.

g)    You agree to provide and keep your personal profile and information true, accurate, and current at all times during your membership in this Website.

h)    You are expressly prohibited from indulging in spamming techniques in any manner whatsoever including, but not limited to posting a link in the bid details or through personal messages.

i)      You are expressly prohibited from spreading canards and technological nuisances, like viruses, Trojans, worms, malware, spyware, and other malicious programs intended to damage, destroy, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or personal information on other computer systems.

j)      You are expressly prohibited from resorting to personal attacks, negative or unfair criticism, or other forms of discourteous and unprofessional online conduct or practices.

k)     You are expressly prohibited from indulging in any kind of illegal act including, but not limited to, pornography in general, child pornography, violence, racially motivated behavior, defamation, profanity, etc. We reserve the right to remove such content from this Website at any time without notice, in addition to taking any other appropriate action, legal or otherwise, against the infringer.

l)      You are expressly prohibited from impersonating other or taking on a false identity on this Website in any manner whatsoever.

m)   Accounts that have been inactive for more than 365 days shall incur a dormant account fee of US$5 per month or such other reasonably levy that we may impose, until either the account is terminated or reactivated. Further, we reserve the right to cancel inactive accounts with a nil or negative balance.

n)    If your account is suspended or terminated by us for violation of any term of this Agreement, you are prohibited from opening a new account on this Website. In the event it is found that a banned user is operating through another account, such user shall forfeit the balance of all his/her accounts, and all funds shall be returned to the original Service Buyer(s).

  1. 8.     Payment Terms

All payment transactions between Service Buyers and Service Providers shall be made in United States Dollars. Varied payment amounts are applicable under different kinds of memberships. You are advised to review the amount payable on your membership type. We reserve the right to suspend a withdrawal request if the source of the funds is suspected, or proved, to be fraudulent. Any funds so received out of a fraudulent transaction shall be reversed immediately.

If you are found to violate or breach any of the provisions of this Agreement, we have the right to set-off any damages, expenses or other amounts due and owing to us arising from your violation or breach. However, in the event that your account is terminated for any other reason than the violation of this Agreement, you shall be entitled to receive any payment properly due and owing at the time of termination.

You will not earn any interest on the amount standing in your account on the Website.

In the event of chargebacks on funds paid to the Website, we charge $20.00 as chargeback charge in order to cover the cost of processing such chargebacks. You shall be responsible and liable to pay any taxes or levies, if applicable on account of services provided through this Website.

  1. 9.     Cad Crowd Account

The Service Buyer is expected to make a deposit of a pre-determined amount in Cad Crowd Trust Account as soon as the Service Buyer selects the Service Provider for the Project. However, we do not operate an escrow service. The Cad Crowd Trust Account is a special non-compulsory feature that allows controlled payments to the Service Providers. At the request of Service Buyer, we shall accept an advance payment for a Project and shall hold such funds until the Service Buyer and Service Provider both agree in writing that the funds should be released to the Service Provider.

In the event the Service Buyer has not provided any instruction to us with respect to a pending payment in Cad Crowd Trust Account within 365 days after the day such payment was made, and has not logged in during that time period, such payment shall be refunded to the Service Buyer account.

  1. 10.  General Disclaimers

We merely provide a platform for the Service Buyers and Service Providers to interact and engage in business activities. In no way shall we be liable to anyone in case of a dispute arising out of an essentially exclusive issue between the Service Buyer and Service Provider.

This Website is dynamic and updates in real-time. We exercise no control over the submitted content. We may monitor the content periodically to ensure compliance with this Agreement. However, we disclaim any liability arising out of third party content that can be found at any time on the Website.

You shall be solely responsible and liable for maintaining privacy, confidentiality, and integrity of the password that was used to register with the Website. We disclaim any liability arising out of any unauthorized and/or illegal access of your account by anyone other than the registered user.

You shall be solely responsible for adhering to any applicable local, national or international law. Ignorance of applicable law is no excuse for you to escape liability. We disclaim any liability arising out of ignorance of law on your part. We disclaim any liability for enforcing any of your rights.

Content submitted by you including, but not limited to, feedback comments and ratings, reflects the personal opinions of the Service Buyers and Service Providers. We do not regulate such comments and ratings. Any Service Buyer or Service Provider relying on or ignoring these comments does so at their own risk. The content on this Website may relate to diverse matters, the authenticity and accuracy of which is not guaranteed by us. If you rely on or ignore such information, you do so at your own risk. The content of this Website is informative in nature, and must not be taken in advisory context.

The Website is provided “AS IS” without warranties, conditions or representations of any kind, and we expressly disclaim, to the fullest extent permitted by applicable law, any warranty or condition, express or implied, statutory or otherwise, whether arising from trade or course of dealing, including, without limitation, any warranty that the Website (i) shall correspond with a particular description, (ii) is of merchantable quality, (iii) is fit for your particular purposes, (iv) is durable for a reasonable period of time, (v) does not and will not infringe any patent, trade-mark, trade-secret or other intellectual property or other proprietary rights of any third party, (vi) is bug or error free, or (vii) is accessible through all devices or browsers. You acknowledge that entry, conversion and storage of data is subject to human and machine error and that we shall not be liable to you or any third party for any loss, corruption or errors in data, including detrimental reliance on manipulated, corrupted or erroneous data.

  1. 11.  Indemnity

You agree to indemnify and hold us, and our subsidiaries, affiliates, directors, officers, agents, co-branders or other partners, and employees, harmless from any claim or demand, including reasonable attorney fees, made by any third party due to or arising out of: (i) the content you submit, post, transmit or make available through the Website, (ii) your use of the Website, (iii) your violation of this Agreement, (iii) your violation of any rights of any other person, or (iv) any other loss suffered by us on account of your direct or indirect conduct.

  1. 12.  Limitation of Liability

EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED, IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY USER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE WEBSITE OR SERVICES HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU OR ANY USERS FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL, AT ALL TIMES, BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US FOR THE SERVICES DURING THE TERM OF MEMBERSHIP.

  1. 13.  Copyright Claims

Without limiting the foregoing, if you believe that your rights are being infringed on the Website in a way that constitutes copyright infringement, please feel free to contact us. We will require following information, consistent with applicable law, including (if applicable) the Digital Millennium Copyright Act (DMCA), to redress the complaint effectively and timely manner.

a)    an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

b)    a description of the copyrighted work that you claim has been infringed;

c)    a description where the material that you claim is infringing is located on the Website;

d)    your address, telephone number, and email address;

e)    A written statement to the effect that you are acting on good faith belief that the disputed use of the work is not authorized by the copyright owner, its agent, or the law;

f)     A statement to the effect made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on behalf of the copyright owner.

  1. 14.  General

Our failure to enforce any right or to act against any breach of any term of this Agreement shall not be construed as waiver of that right nor waives our right to act with respect to subsequent or similar breaches.

For fees and other details about the featured contests, please visit our Featured Contests section.

This Website may contain links to the third-party websites or the websites of our affiliates or partners. We do not control or manage the content on these linked websites. Therefore, we shall not be liable for any transaction or dealing by the users with any of the linked third party website.

If any provision contained herein is held to be invalid or unenforceable by a competent legal authority, such provision shall be struck off and the remaining provisions shall remain enforceable.

All the disputes arising out of or related to this Agreement, or your relationship with or use of the Website shall be subject to the laws of the Province of Alberta, Canada, without regard to its conflict of laws rules, and you hereby submit to the exclusive jurisdiction of the courts in the City of Calgary, Alberta, Canada for the resolution of any disputes hereunder.

Changes to this Agreement may be made from time to time by us including in the event of any release of supplements, updates, upgrades or replacement software, and the modified form of the Agreement will take effect 15 days after posting on the Website or after notice to you. Your continued use of the Website after posting or notice of the modified form of Agreement will be deemed acceptance thereof.

This Agreement may be executed or accepted in electronic form.

APPENDIX 1

INTELLECTUAL PROPERTY ASSIGNMENT & CONFIDENTIALITY

This Appendix 1 constitutes an agreement between Cad Crowd, the Service Buyer and Service Provider and shall be effective as between each other upon each party submitting any content or response to a Project on the Website. The Service Provider and Service Buyer are beneficiaries of these terms and upon this Agreement becoming effective, the Service Provider and Service Buyer will have the right (and will be deemed to have accepted the right) to enforce this Agreement against each other as beneficiaries hereof. All capitalized terms used in this Appendix 1 shall have the meaning set forth in the Cad Crowd Terms of Use.

 

  1. Assignment of Intellectual Property.The Service Buyer has engaged the Service Provider to provide certain design and consulting services in connection with a certain Project and certain Design(s) uploaded or submitted by the Service Buyer. The “Intellectual Property” means the contents of the Project on the Website and any and all intellectual property owned by the Service Buyer as at the date of submission of the Project to the Website. 

 

In consideration for paying the Cad Crowd its fees, and the Service Provider to provide the services, Cad Crowd hereby assigns to the Service Buyer exclusively throughout the world all right, title and interest that Cad Crowd may have in any and all Designs submitted, input or uploaded by the Service Provider relating to the Project and the design and consulting services for the Service Buyer, and all copyrights, patent rights, trade secret rights, trade-mark rights, and other intellectual property rights related to such Design(s) submitted by the Service Provider, whether authored, designed, developed or invented before or after the date of this Agreement. The Service Provider also represents and warrants that such content is original and/or the Service Provider has all necessary rights to enter into this Appendix. Cad Crowd makes no representations or warranties regarding the Service Provider’s Design(s) and the terms of Sections 10 (General Disclaimers), 11 (Indemnity) and 12 (Limitation of Liability) apply to this Appendix in favour of Cad Crowd.

 

If the Service Provider submits such Designs, but his or her submissions or services are not accepted or paid for by the Service Buyer, then the foregoing assignment of intellectual property rights shall not apply to the Design(s) that is/are not accepted as “winning” designs and not paid for by the Service Buyer. However, merely by submitting such content for the Project, whether or not accepted and paid for, the Service Provider waives all exclusive rights to such content and disclaims all rights to use or redistribute such content in connection with any purpose unrelated to the Project. Any such non-winning Designs remain the property of Cad Crowd under the Terms of Use.

 

When the Service Buyer accepts and pays for Service Provider’s Design(s), in consideration of the foregoing covenants, representations and warranties, the Service Buyer hereby releases Cad Crowd from any claims whatsoever relating to such Design(s) and hereby releases the Service Provider from any claims relating to such Design(s), other than for a breach of a covenant, representation, warranty expressly made by the Service Provider hereunder.

 

  1. Further Assurances. Service Provider agrees to assist the Service Buyer in every proper way to evidence, record and perfect the foregoing assignment and to apply for and obtain recordation of and from time to time secure, enforce, maintain and defend the assigned rights, at Service Buyer’s expense.

 

  1. Definition of Information. In connection with the engagement of the Service Provider, the Service Buyer has provided and has agreed to provide the Service Providerwith certain confidential information about the Project (the "Information") and in consideration for the disclosure of the Information, the Service Provider agrees to the terms set forth below.

 

  1. Purposes. The purpose of disclosing the Information is to enable the Service Provider to perform the design and consulting services for or on behalf of the Service Buyer, in connection with the Intellectual Property.

 

  1. Restrictions.  The Service Provider understands that the Information is owned by the Service Buyer or its licensors, and is confidential to the Service Buyer or its licensors, and shall not be used or disclosed, except in accordance with the terms of this Appendix. To assure protection of the Information, Service Provider will:
    1. maintain the Information in strict confidence;
    2. not copy or use the Information or any part thereof in any way, except as required for the purposes set out in Section 4;
    3. not disclose the Information or any part thereof directly or indirectly to any other party without in each instance having first obtained the prior express written consent of the Service Buyer;
    4. not alter, modify, disassemble, reverse engineer, or decompile the Information or any part thereof in any way except as required for the purposes set out in Section 4; 
    5. protect the Information against unauthorized disclosure.

 

  1. Exceptions.  The obligations of confidentiality, non-use and non-disclosure accepted by Service Provider in this Appendix will not apply to information which is known by the Service Provider prior to providing any design, fabricating and consulting services for or on behalf of the Service Buyer, as demonstrable by the Service Provider’s business records.

 

  1. Term.  This Appendix shall commence with effect as of the date of first disclosure of any of the Information by the Service Buyer to the Service Provider, and shall remain in force for a period of 20 years from the effective date of this Appendix. This Appendix may be terminated by mutual written agreement between the parties. This Appendix shall survive the termination or expiry of any other agreement or contract between the parties.

 

  1. Governing Law. This Appendix will be governed by the laws of the Province of Alberta, Canada, without regard to its conflict of laws rules. 

 

 

[Version: February 5, 2013]

 

END OF TERMS