Eligibility, Access, Use and Service

(a) Eligibility Requirements. To register as a Client, you must be at least 18 years of age, agree to these Terms and Conditions and Logodesigncafe, Inc privacy policy, and complete the registration procedure. By registering as a Client, you represent and warrant that you meet these eligibility requirements, that the information you include as part of the registration process is complete and accurate and, if you are registering on behalf of an entity, that you are authorized to bind that entity to these Terms and Conditions. Logodesigncafe, Inc may accept or reject your registration in its sole discretion.

(b) Authorization to Use; Permitted Uses. You may access and use the Service solely in accordance with these Terms and Conditions and any posted policies and procedures that appear on the Web Site. You may provide Creative Briefs and obtain Responses only if you register as a Client. Any use of the Web Site is at your sole risk and responsibility. Subject to these Terms and Conditions, you may
(i) display the Web Site on an Internet access device, and
(ii) on an occasional, infrequent and ad hoc basis, and only in circumstances that constitute "fair use" under United States copyright law, print copies of insubstantial portions of the Web Site.

(c) Prohibited Uses. Except as expressly permitted in these Terms and Conditions, you may not display or print the Web Site and in no event may you broadcast, circulate, distribute, download, perform, publish, rent, reproduce, sell, store, transmit or create decorative works from the Web Site. Additionally, you agree to comply with all applicable laws (including, without limitation, any applicable export controls) in connection with your use of the Service, and with such further limitations or rules as may be set forth on the Web Site. Without limiting the foregoing, you agree not to transmit, distribute, post, communicate or store information or other material on, to or through the Web Site that
(i) is copyrighted, unless you are the copyright owner;
(ii) reveals trade secrets, unless you own them;
(iii) infringes on any other proprietary or intellectual property rights of others, on the privacy or publicity rights of others, or any statutory right;
(iv) is obscene, defamatory, threatening, harassing, abusive, hateful, or embarrassing to any other person or entity;
(v) is sexually- explicit;
(vi) constitutes advertisements or solicitations of business, chain letters or pyramid schemes; or
(vii) contains viruses, Trojan horses, worms, time bombs, or other computer programming routines or engines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information. You further agree not to
(a) use any incomplete, false or inaccurate biographical information or other information for purposes of registering as a Client;
(b) delete or revise any material or other information of any other user of Logodesigncafe, Inc ; (c) take any action that imposes an unreasonable or disproportionately large load on the Web Site's infrastructure;
(d) use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any activity being conducted on the Web Site;
(e) use or attempt to use any engine, software, tool, agent or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Web Site, other than the search engine and search agents available from Logodesigncafe, Inc on the Web Site and other than generally available third-party web browsers (e.g., Microsoft Internet Explorer and Netscape Navigator); or
(f) attempt to decipher, decompile, disassemble or reverse-engineer any of the software comprising or in any way making up a part of the Web Site.

(d) Web Site Security. You are prohibited from violating or attempting to violate the security of the Web Site, including, without limitation,
(i) accessing data not intended for you or logging into a server or account that you are not authorized to access;
(ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
(iii) attempting to interfere with service to any user, host or network, including, without limitation, by way of submitting a virus to, or overloading, "flooding", "spamming", "mail bombing" or "crashing", the Web Site;
(iv) sending unsolicited email to any user of the Web Site, including promotions and/or advertising of products or services; or
(v) forging any TCP/IP packet header or any part of the header information in any email or posting generated in connection with the Service. Violations of system or network security may result in civil or criminal liability. Logodesigncafe, Inc will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. Logodesigncafe, Inc reserves the right to review postings on the Web Site, to remove any postings, and to terminate your ability to communicate with, or post to, the Web Site at any time without notice, in its sole discretion. Logodesigncafe, Inc will use commercially reasonable efforts not to disclose any information you communicate with, or post to, the Web Site, but reserves the right to disclose such information to the extent necessary to satisfy any applicable law, regulation, legal process or governmental request, and the right to edit, refuse to post or to remove any information or materials, in whole or in part.

(e) Operation of Web Site. Logodesigncafe, Inc shall not be responsible for any delays or interruptions of, or errors or omissions contained in, the Web Site. Logodesigncafe, Inc reserves the right, but shall not be required, to correct any such delays, interruptions, errors or omissions. Although Logodesigncafe, Inc intends to use commercially reasonable efforts to make the Web Site and Service accessible, Logodesigncafe, Inc makes no representation, warranty or covenant that the Web Site or Service will be available at all times or at any time. Various circumstances may prevent or delay availability, including telecommunications and/or server problems. Logodesigncafe, Inc may at any time discontinue the Web Site in whole or in part, may change or eliminate any transmission method, and may change transmission speeds or other signal characteristics. Logodesigncafe, Inc shall not be responsible for any loss, cost, damage or liability that may result from any of the circumstances, actions or inactions described in this paragraph.

Registration, Password, User Identity

(a) Your User Identity. When you register as a Client, you will create a user identity (your "User Identity"), which will be your identity for purposes of interacting with other users through the Web Site. Your User Identity will include certain personal information, such as, the industry in which you operate. However, your user name need not be your real name. During the registration process, the fields requesting information that will be made available to others as part of your User Identity are identified. You are responsible for ensuring that you are comfortable making such information available to other Web Site users.

(b) Access Numbers, Passwords, and Password Access. You shall keep confidential, shall not disseminate, and shall use solely in accordance with these Terms and Conditions, your User Identity, registration identification and password for the Web Site. You shall immediately notify Logodesigncafe, Inc if you learn of or suspect:
(i) any loss or theft of your User Identity, registration identification or password, or
(ii) any unauthorized use of your registration identification or password or of the Web Site. In the event of such loss, theft, or unauthorized use, Logodesigncafe, Inc may impose on you, at Logodesigncafe, Inc ' sole discretion, additional security obligations.

(c) Security Breaches and Revision. If any unauthorized person obtains access to the Web Site as a result of any act or omission by you, you shall use your best efforts to ascertain the source and manner of acquisition and shall fully and promptly inform Logodesigncafe, Inc You shall otherwise cooperate and assist in any investigation relating to any such unauthorized access.

Ownership; Rights to Use

(a) Web Site and Service Generally. Except as expressly contemplated under these Terms and Conditions, as between Logodesigncafe, Inc and you, Logodesigncafe, Inc will own all right, title and interest in and to all copyright, trademark, service mark, patent, trade secret or other intellectual property and proprietary rights in and to the Web Site and Service, in all media now known or later devised, to the fullest extent provided under Canadian and international law. You shall not remove, conceal or alter any copyright notice, by line information, disclaimer, restriction or other notice on the Web Site or any portion thereof. You shall not use or permit any third party to use the name, trademarks, trade names, or trade dress of Logodesigncafe, Inc ., including "Logodesigncafe, Inc .", without the prior written consent of Logodesigncafe, Inc , as determined in its sole discretion, for each such use.

(b) Creative and Response Briefs. Upon submission of a Creative or Response Brief or any other information or media provided by you in connection with your use of the Service (collectively, the "Client Information"), Logodesigncafe, Inc and its agents shall have all rights and licenses necessary to use such Client Information for the purpose of obtaining Responses and for archival purposes. Each Member to whom your project is made available has the right to review and display the relevant Term Sheet for purposes of preparing a Response.

(c) Rights of Logodesigncafe, Inc. Upon your submission of Client Information to the Service, you grant Logodesigncafe, Inc a royalty-free, perpetual, irrevocable, sub-licensable , exclusive, worldwide right (including any moral rights) and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display (in whole or in part), and/or incorporate in other works, in any form, media, or technology now known or later developed, such Client Information, for the full term of any intellectual property rights that may exist in such Client Information to the extent necessary to provide you with the Service and Responses.

(d) Rights of Clients. Subject to your compliance with these Terms and Conditions, you shall own the final the Response composition provided to you by Logodesigncafe, Inc. (the "Final Product"). You shall not, however, own any materials, media or other content generated during any revision cycles leading up to the Final Product, and Logodesigncafe, Inc expressly reserves all right, title and interest in and to the same. You acknowledge and hereby grant to Logodesigncafe, Inc a royalty-free, irrevocable exclusive worldwide right to use Creative and Revision Briefs, individual Responses provided to you, and Final Product for internal and archival purposes, and in order to display and promote the Logodesigncafe, Inc Service. Logodesigncafe, Inc retains the rights to all artwork concepts and other content not selected by you. You acknowledge that your ownership rights under these Terms and Conditions are limited to the Final Product, and that no trademarks or service marks in or to any Final Product are being conveyed under these Terms and Conditions. You hereby acknowledge that Logodesigncafe, Inc shall have no obligation or duty to perform trademark, service mark or copyright searches or inquiries, or the like, in order to validate the propriety or legality of the Final Product. Accordingly, you are encouraged to perform your own independent searches with regard to the Final Product. Furthermore, you acknowledge that Logodesigncafe, Inc shall have no responsibility or obligation of any kind to assist you in seeking state or federal intellectual property protection (i.e., without limitation, trademark or copyright registration) for the Final Product, nor shall Logodesigncafe, Inc be responsible for otherwise assisting you in any way in your attempt to perfect your rights in or to the Final Product.

Nondisclosure and Privacy

Logodesigncafe, Inc. intends to use commercially reasonable efforts to follow its privacy policy; as such privacy policy may be changed from time to time at Logodesigncafe, Inc ' sole discretion. Notwithstanding the foregoing, Logodesigncafe, Inc cannot and does not assume any responsibility or liability for any information submitted to the Web Site or for the use or misuse of any information submitted by you or any other person, including, without limitation, any information accessed by a hacker or by any other malicious act.

Communications

By using the Logodesigncafe, Inc Service, you agree to receive, via email or otherwise, status notifications, a monthly newsletter, and carefully selected special offers and promotions for certain products and services that we believe could be of value to our Clients. This is essential to maintaining the low-cost of our services. You are free to unsubscribe from any newsletters we send to you at any time. Logodesigncafe, Inc may or may not use a third party to send email or otherwise contact you, however, your personal identifying information will never be disclosed or shared with another party in a manner inconsistent with Logodesigncafe, Inc ' privacy policy.

Miscellaneous Provisions

(a) Entire Agreement. These Terms and Conditions set forth the entire agreement and understanding of the parties with respect to the subject matter hereof and supersede any and all prior oral or written agreements and understandings, and any and all contemporaneous oral agreements and understandings (excluding any associated agreements required by Logodesigncafe, Inc (e.g., privacy policy) as a condition precedent to Clients' use of the Service), between you and Logodesigncafe, Inc regarding the subject matter of these Terms and Conditions.

(b) Amendment. No modification, amendment, or waiver of these Terms and Conditions or any part hereof shall be binding unless evidenced in writing and signed by Logodesigncafe, Inc.

(c) Severability. If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be invalid, void, or unenforceable, then such provision shall be deemed null and void, but the remaining provisions shall continue in full force without being impaired or invalidated in any way.

(d) Mutual Participation. The language of these Terms and Conditions shall be deemed to be the language mutually chosen by the parties and no rule of strict construction shall be applied against or in favor of either party hereto.

(e) Headings. The section headings and other headings contained herein shall not affect the meaning or interpretation of these Terms and Conditions.

(f) Choice of Law; Forum. These Terms and Conditions shall be governed by the law of Quebec, without reference to any choice of law rules that would result in the application of the substantive law of any other jurisdiction. The parties agree that any disputes arising out of or relating to these Terms and Conditions shall be submitted to the federal courts having jurisdiction in Montreal Canada or courts having jurisdiction in the area in which such federal courts have jurisdiction, and the parties consent to the personal jurisdiction of such courts with respect to such disputes.

(g) Assignment. You may not assign or otherwise transfer (by operation of law or otherwise) any of your rights or duties hereunder unless Logodesigncafe, Inc agrees in writing after receiving prior written notice. Any attempted assignment or other transfer without the requisite consent shall be null and void. Logodesigncafe, Inc may assign or otherwise transfer any of its rights or the performance of any of its duties without your consent.

(h) Waiver. The waiver by Logodesigncafe, Inc of a breach or a violation of any provision of these Terms and Conditions shall not operate as or be construed to be a waiver of any subsequent breach or violation of any provision of these Terms and Conditions.

(i) Independent Contractors. The parties and their respective personnel are and shall be independent contracts and neither party by virtue of these Terms and Conditions shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.

(j) Force Majeure. If the performance of any part of these Terms and Conditions by either party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either party, that party shall be excused from such to the extent that such performance is prevented, hindered or delayed by such causes.

(k) Capacity. The parties hereby warrant and represent that they have all necessary rights and authority to execute these Terms and Conditions and to fulfill their obligations hereunder.

(l) Further Assurances. The parties hereto shall, at their own cost and expenses, execute and deliver such other documents, artwork, programming code and instruments and shall take such other action as may reasonably be required or appropriate to evidence or carry out the intent and purposes of these Terms and Conditions. Please Note: By placing an order with Logodesigncafe, Inc, you are accepting all the above terms. It is your responsibility to read and understand our terms and conditions.