Please read these terms and conditions (“Common Terms of Use”) carefully, before using any of Our Websites.

1 Overview

1.1 Our Websites: These Common Terms of Use govern the use of the following websites:

(a) www.arccrowd. com;

(b) www.arccrowd.co.uk; and

(c) any other website which We advise You we own and/or operate from time to time which allows users to buy and/or sell designs, and the subdomains and any replacement website of the websites listed above, which We notify to You (together, “Our Websites”).

1.2 Special Terms and Conditions: Each of Our Websites is also governed by their own set of “Special Terms and Conditions”, in addition to these Common Terms of Use. Before using any of Our Websites, You should also carefully read the Special Terms and Conditions that apply to that website.

1.3 Inconsistency: If there is any inconsistency between these Common Terms of Use and the Special Terms and Conditions, then the provisions of the Special Terms and Conditions will prevail to the extent of the inconsistency.

2 Agreement

2.1 These Common Terms of Use and the Special Terms and Conditions for each of Our Websites together constitute this “Agreement”.

2.2 This Agreement is between you, the person or company using Our Services ("You", "Your"), and ArcCrowd (“ArcCrowd”, "We", "Us", or "Our"). References in this Agreement to “You” or “Your” are references to You in the capacity of either a Designer / Creative or Client, or both (as relevant).

2.3 Your use of Our Services is subject to Your agreement to and compliance with the terms of this Agreement.

2.4 By registering on any of Our Websites and using any of Our Services You:

(a) indicate Your acceptance of the terms of this Agreement; and

(b) represent that You are at least eighteen (18) years old.

2.5 When registering to use Our Websites and Our Services, You must register yourself as either a “Designer / Creative” (which includes persons who have previously registered themselves as a “Designer”) or a “Client” (customer).

2.6 By registering on any one of Our Websites, You are also registering yourself on all of Our Websites.

3 Amendments to this Agreement

3.1 We may amend this Agreement (including Our Services) at any time, and will update the applicable part of this Agreement on Our Websites or may provide written notification to You in respect of such amendments. All such amendments will be effective as of the date of publication of the updated applicable part of this Agreement on Our Websites.

3.2 Your continued use of Our Services, after such amendments are made in accordance with clause 2.1, shall be deemed to be acceptance of the amended terms.

4 Term

4.1 The “Term” of this Agreement commences on the date on which You register with Us on any of Our Websites, and continues until it is terminated by You or Us in accordance with this Agreement.

5 Our Services and Our Websites

5.1 A description of Our Services which we provide on Our Websites is available in the Special Terms and Conditions for each of Our Websites.

5.2 Designer / Creative acknowledges that We may make available for sale on any of Our Websites any of Your Content which You make available for sale on any one of Our Websites, unless You tell us You do not want Your Content to be made available for sale in this manner.

5.3 We reserve the right, at Our sole discretion, to do any of the following in respect of both Designers / Creatives and Clients:

(a) to use or display any of Your Content on any of Our Websites;

(b) to include (including after the termination of this Agreement) references to and/or use any of the Your Content, Your name(s) and/or profile pictures on any of Our Websites;

(c) to refuse to provide any of Our Services to You, including if We believe (at Our discretion) Your Content is capable of breaching Your obligations under this Agreement;

(d) to limit, suspend or terminate any of Our Services to You or remove any of Your Content;

(e) to remove, block, not display and/or not store any of Your Content or any other information or materials at Our discretion, including that which We consider to be offensive or inappropriate, regardless of whether this material is unlawful; and

(f) to cease providing any of Our Services to You in the event payment of Fees is not made in full and on time.

5.4 We may, but are under no obligation to moderate or monitor the use of Our Services and/or Our Website by Designers / Creatives and Clients, including any of Your Content.

6 Use of Our Services

6.1 Designer / Creative acknowledges that if You make available for sale any of Your Content on any of Our Websites, then:

(a) You warrant that the same Your Content is not then available for sale on any other websites; and

(b) You promise that You will not make the same Your Content available for sale on any other website for so long as it is available for sale on Our Websites.

6.2 Designers / Creatives and Clients must not (and must not permit others to) use Our Websites or any of Our Services to:

(a) publish or provide any material that is defamatory, offensive, harassing, indecent, menacing, obscene or illegal;

(b) engage in, or fail to engage in, any activity in a manner which will expose Us to any liability;

(d) publish or provide access to any content that is unsuitable for people under the age of eighteen (18) years old.

6.3 Designers / Creatives and Clients are responsible for ensuring that We have accurate and up-to-date contact information for You (as applicable), including your full name, postal address, telephone number and email address. We can be contacted at ArcCrowd.

6.4 If We issue You, as either a Designer / Creative or a Client, with a password You must not reveal it to anyone else. You must not use anyone else’s password.

6.5 Designers / Creatives and Clients must conduct virus scanning and other tests as may be necessary to ensure that any data that is uploaded from, or downloaded to, any of Our Websites does not contain any computer virus. You are solely responsible for the backup of any files in connection with Our Services, including in respect of briefs, work(s), submissions and requirements.

6.6 Designers / Creatives and Clients undertake to ensure that any and all of Your Content:

(a) does not infringe the Intellectual Property Rights or any other rights of any person and that all applicable royalties or licence fees have been paid to secure the use of that material;

(b) is not obscene, illegal, offensive, upsetting, defamatory or in any way unsuitable for people under the age of eighteen (18) years old; and

7 Fees

7.1 Designers / Creatives and Clients must pay to Us the Fees and any other charges as contemplated by this Agreement or on Our Websites at the rates and/or in the manner specified and referred to in this Agreement or on Our Websites.

7.2 Designers / Creatives and Clients must notify Us as soon as possible in respect of any changes to Your billing and account information.

7.3 Under this Agreement, the payment processing services for goods and/or services purchased on one of Our Websites are provided by a third party engaged by ArcCrowd on behalf of ArcCrowd , or by ArcCrowd directly, depending on the type of payment method used for the purchase of the goods and/or services. In the event You choose to pay for the goods and/or services with credit card in USD and/or CAD, the payment will be processed via an American Acquirer (that is, a US-based financial institution), and these terms will constitute an agreement between You and ArcCrowd . For any other purchases, these terms constitute an agreement between You and ArcCrowd Pty. Ltd. All goods and/or services will be delivered by ArcCrowd .

7.4 The Fees are exclusive of GST, VAT and other similar taxes (where applicable). Without limiting the foregoing, Designers / Creatives and Clients shall be liable for any taxes, duties or charges imposed in respect of Our Services (other than taxes imposed on Our income). For the avoidance of doubt, if the effect of any tax, duty or charge applied to the Fees is to reduce the Our revenue under this Agreement, the Fees will be grossed up such that Our revenue under this Agreement is not reduced.

7.5 All payments must be made in Australian dollars, US dollars, Canadian Dollars, New Zealand Dollars, Singaporean Dollars, British Pounds or Euros.

7.6 Where we are required to make a payment to You, either as a Designer / Creative or a Client, following the receipt by Us of Fees received from another user of Our Services, You acknowledge that:

(a) We may first seek to verify the legitimacy of any payments We received from the other user;

(b) if, in Our reasonable opinion, We believe such payments are not legitimate (including, for example, payments made by the unauthorized use of a credit card), then We can retain and deal with such payments in our Own discretion; and

(c) the relevant transaction under which the illegitimate payment was received by Us will be deemed to be void, and We will not be required to make any payment to You as a result (but may, in Our discretion, make a payment to You equal to the whole or part of the amount which would have otherwise been due to You, depending on how we deal with the illegitimate payment).

8 Intellectual Property Rights

8.1 Save in respect of Your Content, You acknowledge and agree that all right, title and interest in and to Our Websites and Our Services (including in respect of the software and technology underlying the Our Websites, any documentation or content provided with Our Services, and any know-how, trade marks or service marks of Ours) ("Our Intellectual Property Rights") are vested in Us or in Our licensors or suppliers.

8.2 For the avoidance of doubt, nothing in this Agreement shall be construed as granting You any right, title and interest in and to any of Our Intellectual Property Rights or any other Intellectual Property Rights owned or controlled by Us.

9 Privacy

9.1 All of the personal information We collect from You is subject to Our privacy policy, a copy of which is accessible here.

10 Acknowledgements and Warranties

10.1 You warrant and represent that:

(a) You are solely liable and responsible for Your Content;

(b) You are at least eighteen (18) years old;

(c) You have the right, power and authority to enter into this Agreement and grant the rights granted in this Agreement (as applicable);

(d) You shall comply with all applicable laws in Your performance of Your rights and obligations under this Agreement;

(e) None of Your Content infringes the Intellectual Property Rights or any other rights of any person;

(f) Your Content is not the subject of any claim, demand, action or legal proceeding or to Your knowledge any potential or pending claim, demand, action or proceeding;

(g) You will use your full and correct name in creating Your profile and when using Our Websites (for example, when submitting brief(s), quotes and work(s));

(h) Your Content does not contain material that is obscene, illegal, offensive, upsetting, defamatory or in any way unsuitable for people under the age of eighteen (18) years old; and

(i) You are solely responsible for any third party payments or royalties payable in respect of Your Content.

10.2 We warrant and represent that:

(a) We have the right, power and authority to enter into this Agreement; and

(b) We shall comply with all applicable laws in Our performance of Our rights and obligations under this Agreement.

11 Liability

11.1 Our Services and Our Websites are provided “as is” and all guarantees, conditions and warranties expressed, implied or imposed by any legislation, the common law, or otherwise in relation to the supply of Our Services, Our Websites or otherwise in connection with Our obligations under this Agreement are expressly excluded and disclaimed to the fullest extent permitted by law, except where such exclusion is prohibited by law.

11.2 Without limiting clause 11.1, We make no warranty or representation that:

(a) Our Services, Our Websites or any content made available on such will meet Your requirements or expectations;

(b) the use of Our Services, Our Websites or any content made available on such will be uninterrupted, timely, secure, error free or virus free, or unable to be accessed by hackers, viruses or other harmful components;

(c) that results that may be obtained from the use of Our Services, Our Websites or any content made available on such will be accurate or reliable; and

(d) any errors in Our Services, Our Websites or any content made available on such will be corrected.

11.3 Except as otherwise expressly specified in this Agreement, Our liability for any breach of any statutory guarantee or any condition, warranty or other obligation which is implied or imposed by law which cannot be excluded by agreement, shall not exceed, if permitted by law, at Our option:

(a) in the case of the supply of goods: (i) the replacement of the goods or the supply of equivalent goods; or (ii) the repair of the goods; or (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (iv) the payment of the cost of having the goods repaired; or

(b) in the case of the supply of services: (i) the supply of the services again; or (ii) the payment of the cost of having the services supplied again.

For the avoidance of doubt, nothing in this Agreement shall operate to exclude or restrict a party’s liability where such exclusion or restriction is prohibited by law.

11.4 To the maximum extent permitted by law, in relation to Our Services and the subject matter of this Agreement in no event shall We or Our employees, officers, representatives and directors be liable for any loss of profits, management time, savings, contracts, revenue, interest, goodwill, data, or for any penalties, fines, or for any consequential, special, indirect, or exemplary damages, costs, expenses, or losses (including negligence).

11.5 To the maximum extent permitted by law, You agree that We, Our employees, officers, representatives and directors shall not be liable to You for any actions, damages, claims, liabilities, costs, expenses, or losses in any way arising out of or relating to this Agreement (whether that liability arises in contract, tort (including negligence) or statute) which are not otherwise excluded or limited for an aggregate amount in excess of the sum of the applicable Fees in respect of the transaction or project that gave rise to the relevant loss.

12 Indemnity

12.1 You indemnify and hold Us (and Our directors and employees), harmless against all loss, damage, liability, costs and expenses (including legal costs) suffered or incurred by Us:

(a) in respect of any claim or demand made by any person in connection with any of Your Content (as applicable) (including from a person’s use of Your Content);

(b) in respect of any claim or demand made by any person in connection with Your use of any content obtained through Our Services;

(c) in respect of any claim that any of Your Content (as applicable) infringes the Intellectual Property Rights of any person; and/or

(d) in respect of Your (or any person claiming through You) use of the Our Services or Our Website or resulting from a breach of this Agreement by You and/or the violation by You of any law.

13 Suspension or termination

13.1 Without limiting any other rights of termination under this Agreement and subject to clauses 13.5 and 13.6, You may close Your account with Us and terminate this Agreement at any time and for any reason on written notice to Us.

13.2 Without limiting any other rights of termination under this Agreement and subject to clauses 13.5 and 13.6, We may close Your account with Us and terminate this Agreement at any time and for any reason on written notice to You.

13.3 In addition to any other rights of suspension or termination under this Agreement, from time to time during the Term We may, without notice to You, suspend, disconnect or deny You access to any of Our Services if You fail to comply with any of Your obligations under this Agreement until the breach (if capable of remedy) is cured to Our satisfaction. If You breach the terms of this Agreement, We reserve the right not to make any payment to You, which You may otherwise be entitled to under this Agreement.

13.4 Any amounts paid to Us up to and including the date of termination will not be refundable.

13.5 If this Agreement is terminated You must immediately pay to Us all outstanding amounts owing to Us under this Agreement as at the date of termination.

13.6 Termination of this Agreement will not extinguish or otherwise affect any accrued rights or remedies of either party. The following clauses continue to apply after termination: Clauses 5.3, 6, 8 to 17 (inclusive).

13.7 If Your account on one of Our Websites is closed then we may close Your account on the other of Our Websites.

14 Confidentiality

14.1 A party shall not, without the prior written approval of the other party, disclose the other party’s Confidential Information. A party shall not be in breach of this Agreement in circumstances where it is legally compelled to disclose the other party’s Confidential Information.

14.2 Each party shall take all reasonable steps to ensure that its employees and agents do not disclose the other party’s Confidential Information.

14.3 The parties may disclose the other party’s Confidential Information:

(a) to its related companies, solicitors, auditors, insurers and accountants who require information for the purpose of this Agreement; or

(b) if required to disclose the information by law or the rules of any Stock Exchange.

15 Governing law and dispute resolution

15.1 This Agreement is governed by the laws of UK and the parties submit to the non-exclusive jurisdiction of the courts exercising jurisdiction there.

15.2 A party must not commence any arbitration or court proceedings relating to a dispute unless it has complied with the provisions of this clause, except where a party seeks urgent injunctive relief.

15.3 If there is a dispute arising out of or in connection with this Agreement, then:

(a) the party raising the dispute must first notify the other party in writing of the dispute, and provide sufficient detail to enable the dispute to be considered;

(b) the parties must discuss or enter into correspondence about the dispute and attempt to resolve it; and

(c) if the dispute is not resolved within 14 days of when the dispute was first notified, then the dispute is to be resolved in accordance with clauses 15.4 and 15.5.

15.4 If You are an Australian resident or a company incorporated in Australia, then any dispute or difference arising out of or in connection with this Agreement shall be submitted to arbitration in accordance with, and subject to, the Institute of Arbitrators and Mediators Australia Fast Track Arbitration Rules.

15.5 If You are not an Australian resident or a company incorporated outside of Australia, then:

(a) the dispute will be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “Rules”) by one arbitrator appointed in accordance with the Rules;

(b) the arbitration will be conducted under the law governing this Agreement as set out in clause 15.1;

(d) the language of the arbitration will be English; and

(e) any judgment or award rendered by the arbitrator may be entered in any court having jurisdiction to do so including the enforcement of any arbitration award in accordance with the UN Convention on the Recognition and Enforcement of Foreign Arbitral Awards 1958.

16 General

16.1 You must not assign this Agreement without Our prior written consent.

16.2 We may assign, novate or otherwise deal with this Agreement, or any rights or obligations under this Agreement, at any time without Your consent by transfer to a third party. To the extent that You are required to give your consent to such an assignment, novation or other dealing, You hereby give your consent.

16.3 All notices must be in writing and addressed to the relevant party at the address as provided pursuant to this Agreement.

16.4 Each party must take all steps as may be reasonably required by the other party to give effect to the terms of this Agreement and transactions contemplated by this Agreement.

16.5 This Agreement contains the entire agreement between the parties with respect to its subject matter.

16.6 Each party acknowledges that in entering into this Agreement it has not relied on any representation or warranties about its subject matter except as provided in this Agreement.

16.7 No delay, neglect or forbearance on the part of any party in enforcing against any other party any obligation under this Agreement will operate as a waiver or in any way prejudice any right under this Agreement.

16.8 If any provision of this Agreement is held to be invalid, illegal or unenforceable, this Agreement will continue otherwise in full force and effect apart from such provision which will be taken to be deleted.

17 Definitions and interpretation

17.1 Definitions In this Agreement, unless the context otherwise requires:

“Agreement” has the meaning given in clause 2.1;

"Client" means a person or entity that registers with Us as a "Client" in accordance with Our registration procedure;

"Confidential Information" means the confidential information of a party which relates to the subject matter of this Agreement which is not already in the public domain through no breach by the recipient of its obligations of confidentiality owed to the discloser;

“Designer / Creative” means a person or entity that registers with Us as a "Designer / Creative", or who has previously registered with Us as a “Designer”, in accordance with Our registration procedure;

"Fees" means the fees payable for using Our Services, as set out on Our Websites, as amended from time to time;

"GST" means applicable goods and services tax or any similar tax;

"Intellectual Property Rights" means all industrial and intellectual property rights including, but not limited to, copyright, trade marks, patents, circuit layouts, artwork, designs and confidential information and know how;

“Our Intellectual Property Rights” has the meaning given in clause 8.1;

”Our Services” means the service provided by Us pursuant to this Agreement, and through Our Websites, as described in clause 5.1;

”Our Websites” has the meaning given in clause 1.1;

"Term" means the duration of this Agreement, as specified in clause 4; and

"Your Content" means all content and materials uploaded, provided or submitted by You or on Your behalf to Our Website or otherwise in connection with Our Services, including any logos, designs, images, documentation, written and/or audio-visual content, music, recordings, photographs, illustrations, information or specifications.

17.2 Interpretation

The following rules of interpretation apply to this Agreement unless the context requires otherwise:

(a) headings are for convenience only and do not affect interpretation;

(b) the singular includes the plural and conversely;

(d) where a word or phrase is defined its other grammatical forms have a corresponding meaning;

(e) the words 'such as', 'including', 'particularly' and similar expressions are not used as nor are intended to be interpreted as words of limitation;

(f) a reference to a person includes a body corporate, an unincorporated body or other entity and conversely;

(g) a reference to a clause or schedule is to a clause or schedule to this Agreement;

(h) a reference to any party to this Agreement or any other agreement or document includes the party's successors and assigns;

(i) a reference to any agreement or document is to that agreement or document as amended, novated, supplemented, varied or replaced from time to time, where applicable, in accordance with this Agreement or that other agreement or document;

(j) a reference to any legislation or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and all regulations and statutory instruments issued under it; and

(k) a reference to conduct includes any omissions, statement or undertaking, whether or not in writing.

Special Terms and Conditions

These terms and conditions are the “Special Terms and Conditions” that apply to the ArcCrowd Site. Together with the Common Terms of Use, they govern the use of the ArcCrowd Site. Please carefully read these Special Terms and Conditions as well as the Common Terms of Use (together, this “Agreement”), before using the ArcCrowd Site. In using Our Services, You may also be entering into a separate contract with other users of Our Services. These circumstances are described in clause 6.

1 Registering on the ArcCrowd Site

1.1 When registering to use the ArcCrowd Site and ArcCrowd Services, You must register yourself as either a “Designer / Creative” or a “Client”.

2 ArcCrowd Service

2.1 The ArcCrowd Service is an online offering where:

(a) Client(s) seeking a design or work can post Brief(s) in relation to a Project and seek to obtain Submission(s) from Designers / Creatives to such Brief(s); and

(b) ArcCrowd and Community Administrators can run Community Contests and seek to obtain Submissions(s) from Designers / Creatives to such Community Contests,

in each case in accordance with this Agreement.

2.2 For a Designer / Creative, the ArcCrowd Service includes the ability to:

(a) create and modify a profile for that Designer / Creative;

(b) submit Works through the ArcCrowd Site;

(d) for paid/commercial Projects, submit Quote(s) and Works to Client(s) through the ArcCrowd Site.

2.3 For a Client, the ArcCrowd Service includes the ability to:

(a) post Brief(s) requesting designs or works for paid/commercial Projects (such as logo designs and website designs) through the ArcCrowd Site; and/or

(b) purchase Works from Designers / Creatives for paid/commercial Projects through the ArcCrowd Site.

2.4 We reserve the right, at Our sole discretion, to deny a Brief from being posted on the ArcCrowd Site, and/or remove a Brief from the ArcCrowd Site.

2.5 We may, but are under no obligation to review any Community Contest or Brief for accuracy, completeness of information, quality and/or clarity.

3 Obligations for Clients and Designers / Creatives

3.1 The rules and instructions which govern how:

(a) Clients can post Briefs in relation to a Project, and how Designers / Creatives can submit Submissions in respect of such Briefs, are described on the ArcCrowd Site (“Rules for Paid/Commercial Projects”); and

(b) Designers / Creatives can submit Submissions in respect of such Community Contests, are described on the ArcCrowd Site (“Rules for Community Contests”).

3.2 Withdrawal of Works. Designer / Creative may:

(a) remove any of its Submissions (and applicable Works) from the ArcCrowd Site; and/or

(b) for paid/commercial Projects, notify Client that it wishes to withdraw a Submission (and applicable Work(s)),

provided that for paid/commercial Projects, Client has not previously selected the same Work(s) as the Winning Work or approved Work and/or that Designer / Creative has not been paid for such Submission (and applicable Work(s)) in accordance with this Agreement. In the event paragraphs (a) or (b) above apply, Client must no longer view that Submission (and/or the applicable Work(s)) and it has no rights in respect of the Submission (and the applicable Work(s)) including any right to pay for or use the Work(s).

4 Acknowledgements

4.1 Designer / Creative acknowledges it shall not receive any payment for any of its submitted Work(s) unless:

(a) in the case of Community Contests, the Designer’s / Creative’s Work is selected as a Winning Work, and only then to the extent that there is a monetary prize for that Community Contest;

(b) in the case of paid/commercial Projects, the Client makes payment to Us in respect of such Work(s) and:

(i) in the case of Multiple Designer / Creative Contests:

(A) the Designer / Creative’s Work is selected as a Winning Work; or

(B) for Guaranteed Multiple Designer / Creative Contests, the Designer / Creative’s Work is selected by Us (in the event of Client’s failure to select a Winning Work); or

(ii) in the case of One Designer / Creative Projects, the Designer / Creative’s Work has been approved.

4.2 Without limiting any warranties given by Client under this Agreement:

(a) Client must only use or provide a Brief where its genuine good faith intention is to purchase a Work from a Designer / Creative; and

(b) Client must not use the ArcCrowd Service to generate ideas and to use these ideas with no intention of purchasing any Work.

5 Resellers/White-Labelling and Paid/Commercial Projects

5.1 Designer / Creative acknowledges and agrees that Client(s) may:

(a) reproduce and display the Submissions and submitted Works to third parties as part of the selection and/or approval process; and/or

(b) on-sell Winning Works or approved Works to third parties,

and that this may be done without an acknowledgement that the Designer is the creator of the Work(s).

5.2 Designer / Creative:

(a) warrants that written consents have been obtained from all persons and/or entities engaged by Designer / Creative in the production of the Work in respect of the Client’s rights under this Agreement without infringement of any Moral Rights in the product of their services;

(b) waives, and must ensure that all authors waive, any Moral Rights they may have in the Work; and

(c) consents to Client exercising all rights as afforded under this Agreement and reproducing or otherwise exploiting the Work (and any part thereof) without infringement of Designer / Creative’s Moral Rights, and to doing any other acts that might otherwise infringe Designer / Creative’s Moral Rights.

6 Designer / Creative – Client Contract and Nature of Our Service

For paid/commercial Projects, You acknowledge that:

(a) on:

(i) selection by Client (or Us) of a Winning Work submitted by Designer in respect of a Multiple Designer Contest; or

(ii) approval of a Work submitted by Designer / Creative in respect of a One Designer / Creative Project,

Designer / Creative and Client enter into a legally binding agreement with each other in the form of the Designer / Creative – Client Contract that governs (amongst other things) the originality of work and the transfer of copyright from Designer / Creative to Client in respect of the Work(s). A copy of this agreement can be found here: Designer / Creative – Client Contract;

(b) We are not a party to the Designer / Creative – Client Contract;

(c) to the maximum extent permitted by law, We are not responsible for, and will not be liable in respect of, any breach or failure to perform by Designer / Creative or Client of any terms of the Designer / Creative – Client Contract; and

(d) to the maximum extent permitted by law, We have no control over and do not accept responsibility for the acts or omissions of Designers / Creatives, Clients or other third parties in connection with the ArcCrowd Service or ArcCrowd Site.

7 No Contact and Non-disclosure

7.1 For paid/commercial Projects:

(a) Designer / Creative must not contact any Client other than via the ArcCrowd Site for a period of 90 days from the end of each applicable Project unless Designer / Creative is invited to by the applicable Client; and

(b) Designer / Creative acknowledges each Client’s rights to privacy and agrees not to disclose the details of any Brief or any Client to any third party (including to any other designer or Client within the ArcCrowd Site).

7.2 For the avoidance of doubt, You must not use or attempt to use any third party’s confidential and/or personal information without the express consent from that person in respect of all such proposed uses.

8 Fees And Refund Policy for Paid/Commercial Projects

8.1 In order to launch a paid/commercial Project, Client must first:

(a) pay to Us the value of any applicable Project Posting Fee; and

(b) pay to Us an amount equal to the relevant Project Budget,

in accordance with the Fees Schedule.

8.2 Designer / Creative acknowledges that if it has any Work(s) selected as a Winning Work (in respect of a Multiple Designer / Creative Contest) or approved by Client (in respect of a One Designer / Creative Project), Designer / Creative is liable to pay to Us the Commission Fees in respect of such Work(s). Designer / Creative directs Us to deduct and retain an amount equal to the Commission Fees from the amount of the relevant Project Budget that is payable to Designer / Creative in accordance with the Fees Schedule. Accordingly, We will first automatically deduct the Commission Fees from any payment a Designer / Creative receives.

8.3 You acknowledge that payment of the amount of the Project Budget to Us is not considered a payment to Us but is a payment to the successful Designer(s) in accordance with this Agreement, subject to the deduction of the Commission Fees.

8.4 For paid/commercial Projects, Our refund policy is set out here.

8.5 For the avoidance of doubt, in the event Client receives a refund, Client will have no rights or interest (express or implied) in and to any Submission or Work(s) received in connection with the relevant Project.

9 Intellectual Property Rights And Submissions

9.1 You acknowledge that for paid/commercial Projects, the ownership of Intellectual Property Rights in any applicable Works will be set out in the Designer / Creative – Client Contract.

9.2 By submitting Your Content to the ArcCrowd Site or in connection with the ArcCrowd Service:

(a) You grant Us a perpetual, worldwide, irrevocable, non-exclusive, royalty-free, transferable licence to use, reproduce, alter, amend, publish and display Your Content (including Briefs, Community Contests, Submissions and/or Works, and any part thereof) for promotional purposes on and in connection with the ArcCrowd Site, any of Our Websites and in connection with the ArcCrowd Service (including in marketing materials, the press and on other websites owned or operated by Us); and

(b) For paid / commercial contests, without limiting paragraph (a), Designer / Creative grants Client a non-transferable, non-exclusive, royalty-free licence to reproduce and display the Work(s) (including to third parties for the purposes of on-selling the Work(s)) prior to (as applicable):

(i) the Deadline for Selecting a Contest Work solely for the purposes of assisting in the selection / refinement of the Winning Work; or

(ii) the Deadline for Approving the Work solely for the purpose of refining the Work.

Designer / Creative and Client (as applicable) are each responsible for obtaining any consents or agreements that are required in respect of the licence granted in this clause 9.2.

9.3 By submitting Your Content to the ArcCrowd Site or in connection with the ArcCrowd Service, You warrant that:

(a) You have all the necessary rights, licences and permissions in connection with Your Content; and

(b) You have all necessary permissions from all individual(s), if any, appearing in Your Content (including a release signed by the individual(s), or if the individual is a minor, a release signed by the parent or legal guarding of the individual), and that You are not, and will not be, violating any obligations You owe to, or any rights of, any third party.

9.4 You must immediately advise Us of any infringement or threatened infringement, unauthorised use, or attack or threatened attack on the validity of any Intellectual Property Rights in connection with Your Content which may come to Your attention and provide to Us at Your cost such assistance as We may reasonably require in relation thereto.

9.5 Upon purchasing any Work and becoming the owner of the rights in the Work pursuant to the Designer / Creative – Client Contract, Client grants Us a perpetual, worldwide, irrevocable, non-exclusive, royalty-free, transferrable licence to use, reproduce, alter, amend, publish and display the Work (and all parts thereof) for promotional purposes on and in connection with the ArcCrowd Site, any of Our Websites and in connection with the ArcCrowd Service (including in marketing materials, the press and on other websites owned or operated by Us).

9.6 Abuse of Copyright. You agree that You will report all intellectual property problems, offensive material or property violations to Us. If You believe Your rights have been infringed, You agree to email Us (with details of the same) at copyright@arccrowd.com.

10 ArcCrowd Site

Use of the ArcCrowd Site is subject to its conditions of use, a copy of which is accessible via the ArcCrowd Site.

11 Definitions and Interpretation

11.1 Definitions

Capitalised Terms in this Special Terms and Conditions have the same meaning as given in the Common Terms of Use, unless otherwise indicated.

In these Special Terms and Conditions, unless the context otherwise requires:

"Brief" means a document setting out the Requirements for each Project;

"Client" means a person or entity that registers with Us as a " ArcCrowd Client" in accordance with Our registration procedure;

"Commission Fees" means the fee for the Designer / Creative’s use of the ArcCrowd Service which will be at the rate specified in the Fees Schedule;

”Community Administrator” means Us or an authorised registered user of the ArcCrowd Site who is running a Community Contest;

“Community Contest” means a competition where a Winning Work will be voted on by registered users of the ArcCrowd Site, as further described in the Rules for Community Contests;

"Deadline for Approving the Work" means the deadline for the Client to approve a Work, as further described in the Rules for Paid/Commercial Projects;

"Deadline for Selecting a Contest Work" means the deadline for:

(a) the Client to select a Winning Work in a Multiple Designer Contest, as further described in the Rules for Paid/Commercial Projects; or

(b) registered users of the ArcCrowd Site to vote on all Submissions in a Community Contest, as further described in the Rules for Community Contests;

" ArcCrowd Service" means the service provided by Us pursuant to this Agreement and as described in clause 2;

" ArcCrowd Site" means www.arccrowd.com and its subdomains or any other replacement website as may be notified by Us to You;

"Designer" and “Designer / Creative” means a person or entity that registers with Us as a "Designer" or “Designer / Creative” in accordance with Our registration procedure;

"Designer / Creative – Client Contract" means the agreement between a Designer / Creative and a Client which transfers rights in the Works to the Client, as referred to in clause 6;

“Fees Schedule” means the page of the ArcCrowd Site that sets out the Fees.

"Guaranteed Multiple Designer / Creative Contest" is a non-refundable Project where a Winning Work must be selected by the Client, as further described in theRules for Paid/Commercial Projects;

"Minimum Design Standards" means the standards specified by ArcCrowd's Quality Standards;

"Multiple Designer / Creative Contest" is a Project where Client may receive multiple Works from different Designers / Creatives, as further described in the Rules for Paid/Commercial Projects;

"Project" means a design project the subject of a Brief;

"Project Budget" is the amount selected by a Client as the budget for a particular paid/commercial Project, as further described in the Rules for Paid/Commercial Projects;

"Project Posting Fee" means the fee payable by Client to Us for launching a paid/commercial Project and posting a Brief;

"Quote(s)" means a quote from a Designer / Creative for creation of the applicable Works the subject of the Brief;

"Refund Request" is defined in clause 8.4;

"Requirements" means detailed descriptions of a Client’s requirements in relation to a Project the subject of the applicable Brief, or in relation to a Community Contest, as applicable, including samples illustrating requirements, relevant deadlines and (if applicable) the Project Budget;

"Revision(s)" means minor changes to the Work(s) (including changes in colour, text, content, size, layout) and/or small and immaterial modifications to the concept of the Work(s);

"One Designer / Creative Project" is a project where a Client may request quotes and/or work with a single Designer to complete the Project, as further described in the Rules for Paid/Commercial Projects;

"Submission" means a design / creative submission made via the ArcCrowd Site from a Designer / Creative in response to a Brief or Community Contest (as applicable), which may include Work(s) and/or Quote(s);

"Upgrade Fees" means fees payable for any additional features as specified in the Fees Schedule;

"Winning Work" means the Work selected by Client as the successful Work from the Work(s) submitted in response to a Brief for a Multiple Designer Contest, or selected as the winning Work in response to a Community Contest (as applicable); and

"Work(s)" means designs, artwork, photographs, text, copy and other works created by a Designer / Creative and submitted to the ArcCrowd Site (in response to a Brief or Community Contest (as applicable)).

Rules for Paid/Commercial Projects

These Rules for Paid/Commercial Projects should be read with the Common Terms of Use and the Special Terms and Conditions for the ArcCrowd Site (which these Rules for Paid/Commercial Projects form a part of). Capitalised Terms have the same meaning given in those documents, unless otherwise indicated.

1 Paid/Commercial Project Rules and Instructions

1.1 Briefs and Requirements.

(a) In using the ArcCrowd Service, Client must prepare and post to the ArcCrowd Site its Requirements in a Brief. Client is solely responsible for the Requirements.

(b) Client must submit its Requirements in the applicable section of the Brief. Important Requirements must be included in the "Must Have" section of the Brief and must be specific and be able to be verified objectively (including, by way of example, colour, text and layout) ("Concrete Requirements").

1.2 Project Type. Each Project posted by Client must be either a "Multiple Designer / Creative Contest" or a "One Designer / Creative Project", as described below.

(a) Multiple Designer / Creative Contests. In a Multiple Designer / Creative Contest, Client may receive multiple Works from different Designers / Creatives. There are two types of Multiple Designer / Creative Contest, namely:

(i) Non-Guaranteed: Here, Client may select and purchase a Work from the Work(s) submitted by the Designer(s) / Creative(s) to the Project, thereby releasing the applicable Project Budget (subject to the deduction of the Commission Fees) to the Designer / Creative who submitted that Winning Work; or

(ii) Guaranteed: Here, Client must select and purchase a Work from the Work(s) submitted by the Designer(s) / Creatives(s) to the Project, thereby releasing the applicable Project Budget (subject to the deduction of the Commission Fees) to the Designer / Creative who submitted that Winning Work.

(b) One Designer / Creative Projects. In a One Designer / Creative Project, Client may:

(i) invite a particular Designer / Creative to work with them on a project or have a suitable Designer / Creative appointed by ArcCrowd; or

(ii) request and receive Quotes from different Designers then select one Designer / Creative to complete the Project.

Where a Client selects a particular Designer / Creative to work with, the selected Designer / Creative may accept or decline the invitation to work. Where the invitation to work is accepted by the Designer / Creative, the Designer / Creative must proceed to create the relevant Works described by the Client Brief.

Where ArcCrowd appoints a Designer / Creative to a One Designer / Creative Project and that Designer / Creative accepts the invitation to work with the Client, the Designer / Creative must proceed to create the relevant Works described by the Client’s Brief.

Where a Client receives and accepts a Quote from a selected Designer / Creative, the selected Designer / Creative must proceed to create the relevant Works as described by the Client’s Brief.

1.3 Project Budgets.

(a) Multiple Designer / Creative Contests. In a Multiple Designer / Creative Contest, Client must set a Project Budget prior to launch and must deposit the full amount of such Project Budget with Us in accordance with Our payment procedure. Client may increase the Project Budget after launch of the Contest but will not be permitted to decrease the Project Budget.

(b) One Designer / Creative Projects. In a One Designer / Creative Project, Client must set a Project Budget or indicate a Project Budget Range in order to elicit quotes from interested Designers / Creatives. Where the One Designer / Creative project is not quote-based, the Client must deposit the full amount of the applicable Project Budget with Us in accordance with Our payment procedure prior to project launch.

1.4 Timeframes and Deadlines for Submissions for Multiple Designer / Creative Contest(s). Following Our receipt from the Client of an amount equal to the Project Budget for a Project, the Project will be launched and the Brief will be published on the ArcCrowd Site (provided that the payment has been cleared by one of Our third party payment providers). The Project will be 'open' for a specific timeframe (of no longer than 60 days), as determined by the Client. This duration determines how long the Client will allow for Submissions to be provided by Designers / Creatives ("Deadline for Multiple Designer / Creative Contest(s) Submissions"). Client may extend such deadline for each Project for reasonable periods of no more than 45 days (unless expressly agreed to by Us), but it must not shorten any such deadlines. Expired / overdue projects may be closed by Us after reasonable attempts to contact the Client to arrange for the project to be concluded.

1.5 Timeframes and Deadlines for Submissions for One Designer / Creative Project(s). Following publication of the applicable Brief and the selection or appointment of a Designer / Creative, and following Our receipt from the Client of an amount equal to the Project Budget for a Project, the Project will be 'open' for a given timeframe, as determined by the Client. This duration determines how long the Client will allow for Submissions to be provided by the selected Designer ("Deadline for One Designer / Creative Project(s) Submissions"). Client may extend such deadline for each Project for reasonable periods of no more than 45 days (unless agreed to by Us), but it must not shorten any such deadlines.

1.6 Procedure and Deadlines for Selecting a Work for a Multiple Designer / Creative Contest. For all Multiple Designer / Creative Contests, Client must select a Winning Work in accordance with the following:

(a) Prior to the date 15 days after the expiry of the Deadline for Multiple Designer / Creative Contest(s) Submissions ("Deadline for Selecting a Contest Work"), Client:

(i) may (in the case of Non-Guaranteed Multiple Designer / Creative Contests) select a Winning Work from all of the Work(s) submitted by Designer(s) / Creative(s) in response to the applicable Brief; or

(ii) must (in the case of Guaranteed Multiple Designer / Creative Contests) select a Winning Work from all of the Work(s) submitted by Designer(s) in response to the applicable Brief;

(b) In the event Client extends the Deadline for Multiple Designer / Creative Contest(s) Submissions prior to the expiry of the initial Deadline for Submissions in accordance with clause 3.4, the Deadline for Selecting a Contest Work will be extended until the date that is 15 days from the new Deadline for Multiple Designer / Creative Contest(s) Submissions;

(c) For Guaranteed Multiple Designer / Creative Contests, where the Deadline for Selecting a Contest Work elapses without Client selecting a Winning Work and where the Project Budget was submitted upfront (and cleared funds received), We may award the Project Budget to a Designer / Creative of Our choice or may divide the Project Budget between all Designers / Creatives that submitted Works for the relevant Project. If We select one Designer / Creative on behalf of the Client, the applicable rights in the relevant Work will transfer to the Client as they would if the Client had selected the Work itself, in accordance with the terms of the Designer / Creative – Client Contract.

(d) For Refundable Multiple Designer / Creative Contests, where the Deadline for Selecting a Contest Work elapses without Client selecting a Winning Work and a refund is not requested by the Client within the time limit specified by our refund policy, We may award the Project Budget to a Designer / Creative of Our choice or may divide the Project Budget between all Designers / Creatives that submitted Works for the relevant Project. If We select one Designer / Creative on behalf of the Client, the applicable rights in the relevant Work will transfer to the Client as they would if the Client had selected the Work itself, in accordance with the terms of the Designer / Creative – Client Contract.

1.7 Procedure and Deadlines for Selecting a Work for a One Designer / Creative Project. For all One Designer / Creative Projects, Client must adhere to the following:

(a) Where the Project is “Guaranteed”, prior to the date 15 days after the expiry of the Deadline for One Designer / Creative Project(s) Submissions ("Deadline for Approving the Work"), Client must approve the Work;

(b) Where the Project is “Refundable”, prior to the date 15 days after the expiry of the Deadline for One Designer / Creative Project(s) Submissions ("Deadline for Approving the Work"), Client may approve the Work;

(c) In the event Client extends the Deadline for Submissions prior to the expiry of the initial Deadline for Submissions in accordance with clause 3.5, the Deadline for Approving the Work will be extended until the date that is 15 days from the new Deadline for Submission

1.8 Reviewing Submissions. Client is responsible for reviewing all Submissions provided by Designers / Creatives through the ArcCrowd Site in response to each Brief posted by Client.

1.9 Revisions. Client may request Revision(s) to the Work(s) which must be undertaken by Designer / Creative in accordance with the following:

(a) where Designer / Creative’s Submissions do not satisfy the Concrete Requirements of the Client Brief, Designer / Creative must revise the Work until the Concrete Requirements are met in order to be eligible to receive payment for the Work;

(b) Client may request Revisions and Designer / Creative may (at its discretion and without obligation) perform the requested Revisions without charge. Client may also request major changes to its Submissions and Designer may (at its discretion) undertake any such changes and may (at its discretion) request payment of a fee for any such changes; and

(i) requests for a completely new concept will constitute a major change and is considered a major revision (and not a Revision); and

(ii) Designer must not commence any revision work that requires payment without the prior authorisation of the Client.

1.10 Payment. Where the Deadline for Approving the Work has elapsed, We may release payment to the Designer / Creative who has been selected as the winner of a Multiple Designer / Creating Contest, or chosen in a One Designer / Creative Project except where the Client is eligible for and requests a refund within the time limit specified by our refund policy.

1.11 Private Projects. When posting a Project to the ArcCrowd Site, Client may select an option to keep the Project "private". "Private" Projects will not be made available by Us for viewing on those parts of the ArcCrowd Site generally available to members of the public, but will only be visible on the ArcCrowd Site to registered and logged-in users of the ArcCrowd Site. Client agrees to pay any applicable Fees for this "private" option. Client acknowledges that We are unable to guarantee that the Project (or parts thereof) will not be disclosed or made available by third parties.

2 Our Refund Policy

Rules for Community Contests

These Rules for Community Contests should be read with the Common Terms of Use and the Special Terms and Conditions for the ArcCrowd Site (which these Rules for Community Contests form a part of). Capitalised Terms have the same meaning given in those documents, unless otherwise indicated.

1 Organizing and Participating in a Community Contest

Any Designer / Creative may make a submission in a Community Contest ("Submission") subject to this Agreement and any additional rules established for the specific Community Contest specified on the Community Contest page of the ArcCrowd Site. Community Contests may be organised by ArcCrowd and authorised Community Administrators.

2 Submissions

All Submissions must be received by the deadline stated on the Community Contest page of the ArcCrowd Site. Any late, lost, misdirected, incorrect or incomplete Submissions may be disqualified. By participating in a Community Contest, Designer / Creative certifies that he/she has followed, and agrees to be bound by, this Agreement and any additional rules for that specific Community Contest specified on the relevant Community Contest page of the ArcCrowd Site.

3 Costs to Enter

All Community Contests are free to enter.

4 Eligibility

Community Contests are void where prohibited or otherwise restricted by law. Community Contests are open to all Designers / Creatives registered with ArcCrowd.

5 User Submissions and Comments

Any Submission or comment which is considered to be inappropriate by a Community Administrator or ArcCrowd (including where it is unlawful, is in breach of another person’s Intellectual Property Rights, is generally defamatory or is otherwise inappropriate, or is in breach of this Agreement or any additional rules for the specific Community Contest specified on the Community Contest page of the ArcCrowd Site) may be removed from Our Websites, and the Submission may be disqualified. ArcCrowd also reserves the right to suspend or terminate any registered user’s account where their comments or Submissions are considered by a Community Administrator or ArcCrowd to be particularly inappropriate or offensive, irrespective of whether that material is unlawful.

6 Prizes

Prizes for Community Contests will be determined by Community Administrators or ArcCrowd. Prizes may include points for the ArcCrowd Site, digital awards or (in the case of ArcCrowd sponsored contests) a cash prize. In the case of cash prizes, each winner is responsible for the payment of all taxes associated with the receipt of any prize money. No substitution or transfer of prizes is permitted. Non-cash prizes (e.g. points, digital awards) cannot be redeemed for cash.

7 Selection of Winners

7.1 The Winning Work(s) will be selected on the date stated on the Community Contest’s page of the ArcCrowd Site. Winning Work(s) will be selected based on the highest average score given by registered users of the ArcCrowd Site, or, where the Contest is sponsored by ArcCrowd, selected by ArcCrowd. ArcCrowd will publicise the Winning Work(s) within a reasonable amount of time directly on the ArcCrowd Site.

7.2 Vote tampering. You may not create multiple accounts for the purpose of voting more than once for a Submission. You may not collude with other users or otherwise seek to manipulate voting outcomes in Community Contests. Vote tampering may result in the suspension or deactivation of Your user account with ArcCrowd.

8 General Conditions

ArcCrowd reserves the right, at its sole discretion, to cancel any Community Contest it considers to be non-compliant with the terms of this Agreement.

Designer / Client Contract

This contract relates to the transfer of rights to work(s) created and submitted using the ArcCrowd Service. This contract will apply to you in relation to any Project using the ArcCrowd Service, in your capacity as either a "Client" or "Designer". When a Client selects or approves a Work for its Project, the Client and Designer enter into a legally binding agreement in respect of such Work on the terms of this Agreement.

1 Agreement and Background

1.1 This Agreement is between Designer and Client.

1.2 Designer acknowledges that Designer and ArcCrowd are parties to a User Agreement.

1.3 Client acknowledges that Client and ArcCrowd are parties to a User Agreement.

1.4 Designer and Client acknowledge that upon the selection or approval by Client of a Work by Designer, Designer and Client enter into this Agreement in respect of such Work.

2 Grant of Rights

2.1 In consideration of the payment to Designer of the Project Payment, Designer hereby assigns to Client and its successors in title all rights, title and interest in and to the Work (and every part thereof), including copyright, for the full period of copyright and other applicable rights, and all extensions and renewals thereof, and Client shall be free to use the Work (and any part thereof) or authorise others to use the Work (and any part thereof) in its absolute discretion free from any claims and in perpetuity throughout the world.

2.2 Designer acknowledges and agrees that Client will own the entire rights (including copyright) in and to the Work. Designer acknowledges and agrees that pursuant to the rights granted to Client in clause 2.1, Client shall have the sole and exclusive right to (and authorise others to):

(a) adapt and/or alter the Work (and any part thereof); and/or

(b) use, distribute, reproduce, communicate to the public, promote and/or exploit the Work (and any part thereof).

2.3 Designer acknowledges that Client is under no obligation to use the Work (or any part thereof) at any time.

2.4 Designer must not use and/or exploit (or authorise any third party to use and/or exploit) any part of the Work without Client’s prior written consent which may be withheld in Client’s sole discretion save that Designer may use the Work (or part thereof) solely for promotional purposes:

(a) as part of Designer’s portfolio on the ArcCrowd Site and/or using the ArcCrowd "widget" on the ArcCrowd Site to display designs submitted by Designer; and

(b) unless the Work is submitted in respect of a Project that Client has selected as a "private" Project, outside the ArcCrowd Site in Designer’s portfolio of designs to promote Designer’s design work.

For the avoidance of doubt, if the Work is submitted in respect of a Project that Client has selected as a "private" Project, Designer’s only permitted use of the Work shall be as specified in clause 2.4(a) above.

2.5 Designer agrees that Designer shall not be entitled to any sums or payment from Client or any other party in respect of the Work other than the Project Payment.

2.6 Designer and Client acknowledge that under the terms of a User Agreement entered into between Designer and ArcCrowd, and between Client and ArcCrowd, ArcCrowd is granted a perpetual, worldwide, irrevocable, non-exclusive, royalty-free, transferrable licence to use, reproduce, alter, amend and display the Work (and all parts thereof) for promotional purposes on the ArcCrowd Site, its Associated Sites and in connection with the ArcCrowd Service (including without limitation in marketing materials, the press and on other websites owned or operated by ArcCrowd) ("Promotional Licence"). Nothing in this Agreement is intended to limit or restrict such Promotional Licence.

3 Intellectual Property

3.1 Designer acknowledges and agrees that that all Intellectual Property Rights owned or controlled by Client remain the property of the applicable owner, and that Designer has not and will not acquire any proprietary rights thereto by reason of this Agreement.

3.2 Client acknowledges and agrees that all Intellectual Property Rights owned or controlled by Designer (other than in respect of the Work) remain the property of the applicable owner, and that Client has not and will not acquire any proprietary rights thereto (other than in respect of the Work) by reason of this Agreement.

4 Moral rights

4.1 Designer warrants that written consents have been obtained from all persons and/or entities engaged by Designer in the production of the Work in respect of the exercise of all rights as afforded under this Agreement without infringement of any Moral Rights in the product of their services.

4.2 Designer consents to Client exercising all rights as afforded under this Agreement and reproducing or otherwise exploiting the Work (and any part thereof) without infringement of Designer’s Moral Rights, and to doing any other acts that might otherwise infringe Designer’s Moral Rights.

5 Warranties

5.1 Client warrants and represents that:

(a) Client has the right, power and authority to enter into this Agreement; and

(b) Client shall comply with all applicable laws in its performance of its rights and obligations under this Agreement.

5.2 Designer warrants and represents that:

(a) Designer has the right, power and authority to enter into this Agreement and grant the rights granted in this Agreement;

(b) Designer shall comply with all applicable laws in its performance of its rights and obligations under this Agreement;

(c) the Work (and any part thereof) does not infringe the Intellectual Property Rights or any other rights of any person;

(d) the Work (and any part thereof) is not the subject of any claim, demand, action or legal proceeding or to Designer’s knowledge any potential or pending claim, demand, action or proceeding;

(e) the Work is an original copyright work;

(f) Designer owns the copyright in the Work or, to the extent the copyright in any part of the Work is owned by a third party, Designer has obtained all licences, consents and/or permissions required to permit Designer to use, reproduce and amend such part (as applicable) as required to enable Client to exploit the Work in accordance with this Agreement;

(g) Designer will act in good faith at all times towards Client and provide such assistance and co-operation as is reasonable and practicable on request by Client;

(h) the Work is delivered to Client free from third party encumbrances and Designer has obtained a full buy-out of all rights of any third party engaged by Designer or in respect of the production of the Work;

(i) the Work does not contain material that is obscene, illegal, offensive, upsetting, defamatory or in any way unsuitable for people under the age of eighteen (18) years old;

(j) Designer has not done, nor permitted to be done, and will not do or permit, any act or thing by which any of the rights granted herein have been or may be in any way impaired;

(k) Designer is solely responsible for any third party payments or royalties’ payable in respect of the Work;

(l) Designer will sign whatever documents and take any action reasonably necessary that Client requires to give effect to the terms of this Agreement and Designer will do nothing which would or might prejudice Client’s rights hereunder; and

(m) Designer has not entered into any agreement or arrangements or understandings which may conflict with the terms of this Deed.

5.3 Designer must immediately advise Client of any infringement or threatened infringement, unauthorised use, or attack or threatened attack on the validity of any Intellectual Property Rights in connection with the Work which may come to Designer’s attention and provide to Client at Designer’s cost such assistance as Client may reasonably require in relation thereto.

6 Intellectual Property Infringement by a Third Party

6.1 Client may in its absolute discretion determine whether or not it shall take or defend legal or other action against any third party for any actual or threatened or suspected infringement of any rights in and to the Work and if Client elects to take legal or other action Client:

(a) shall have sole control over the form and conduct of such action;

(b) may settle, compromise or discontinue the action as it thinks fit; and

6.2 Designer will give Client all authority, information and assistance reasonably requested by Client to assist Client to initiate, litigate, settle or compromise any proceedings in respect of any such infringement or misuse pursuant to this clause 6 at no cost to Client.

7 Confidentiality

7.1 A party shall not, without the prior written approval of the other party, disclose the other party’s Confidential Information. A party shall not be in breach of this Agreement in circumstances where it is legally compelled to disclose the other party’s Confidential Information.

7.2 Each party shall take all reasonable steps to ensure that its employees and agents do not disclose the other party’s Confidential Information.

7.3 The parties may disclose the other party’s Confidential Information:

(a) to its related companies, solicitors, auditors, insurers and accountants who require information for the purpose of this Agreement; or

(b) if required to disclose the information by law or the rules of any Stock Exchange.

8 Liability

To the maximum extent permitted by law, in relation to the subject matter of this Agreement in no event shall either party to this Agreement or its employees, officers, representatives and directors be liable to the other party to this Agreement or its employees, officers, representatives and directors for any loss of profits, management time, savings, contracts, revenue, invest, goodwill, data, or for any penalties, fines, or for any consequential, special, indirect, or exemplary damages, costs, expenses, or losses (including, without limitation, for negligence).

9 Acknowledgement

9.1 Designer and Client each acknowledge that:

(a) ArcCrowd is not a party to this Agreement;

(b) to the extent permitted by law, ArcCrowd is not responsible for, and will not be liable in respect of, any breach or failure to perform by Designer or Client of any terms of this Agreement; and

(c) to the extent permitted by law, ArcCrowd has no control over and does not accept responsibility for the acts or omissions of Designer, Client or other third parties in connection with the ArcCrowd Service or the ArcCrowd Site.

10 General

10.1 This Agreement is governed by the laws UK and the parties submit to the non-exclusive jurisdiction of the courts exercising jurisdiction there.

10.2 All notices must be in writing and addressed to the relevant party at the address as provided pursuant to this Agreement.

10.3 Each party must take all steps as may be reasonably required by the other party to give effect to the terms of this Agreement and transactions contemplated by this Agreement.

10.4 This Agreement contains the entire agreement between the parties with respect to its subject matter.

10.5 Each party acknowledges that in entering into this Agreement it has not relied on any representation or warranties about its subject matter except as provided in this Agreement.

10.6 No delay, neglect or forbearance on the part of any party in enforcing against any other party any obligation under this Agreement will operate as a waiver or in any way prejudice any right under this Agreement.

10.7 If any provision of this Agreement is held to be invalid, illegal or unenforceable, this Agreement will continue otherwise in full force and effect apart from such provision which will be taken to be deleted.

11 Definitions and Interpretation

11.1 Definitions In this Agreement, unless the context otherwise requires:

“Associated Sites” means the other websites operated by ArcCrowd.

"Confidential Information" means the information of a party which relates to the subject matter of this Agreement or arising from Client and Designer’s use of the ArcCrowd Service or which is obtained from or through the ArcCrowd Site and which is not already in the public domain through no breach of the recipient of its obligations of confidentiality owed to the discloser;

" ArcCrowd Site" means www.arccrowd.com or any other replacement website in connection with the ArcCrowd Service;

" ArcCrowd Service" means the service provided by ArcCrowd pursuant to the User Agreement;

"Intellectual Property Rights" means all industrial and intellectual property rights including, but not limited to, copyright, trade marks and designs;

"Moral Rights" means moral rights pursuant to the Copyright Act 1968 (Cth) including without limitation a right of attribution of authorship, the right not to have authorship falsely attributed, and the right of integrity or authorship;

"Project" means a design project in connection with the ArcCrowd Service;

"Project Payment" means the fees payable to Designer in respect of the Project, namely the amount of the applicable project budget after deduction of the applicable commission payable to ArcCrowd in accordance with the User Agreement;

"User Agreement" means the agreement between ArcCrowd and Client or ArcCrowd and Designer (as applicable) governing Client’s and Designer’s use of the ArcCrowd Service (as applicable);

"Work(s)" means designs, artwork, photographs, text, copy and other works submitted by a Designer to the ArcCrowd Site in connection with a Project and selected as the "winning design" or approved by Client in relation to that Project.

11.2 Interpretation

The following rules of interpretation apply unless the context requires otherwise:

(a) headings are for convenience only and do not affect interpretation;

(b) the singular includes the plural and conversely;

(d) where a word or phrase is defined its other grammatical forms have a corresponding meaning;

(e) a reference to a person includes a body corporate, an unincorporated body or other entity and conversely;

(f) a reference to a clause or schedule is to a clause or schedule to this Agreement;

(g) a reference to any party to this Agreement or any other agreement or document includes the party's successors and assigns;

(h) a reference to any agreement or document is to that agreement or document as amended, novated, supplemented, varied or replaced from time to time, where applicable, in accordance with this Agreement or that other agreement or document;

(i) a reference to any legislation or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it and all regulations and statutory instruments issued under it;

(j) a reference to conduct includes, without limitation, any omissions, statement or undertaking, whether or not in writing.

Privacy Policy

1 Introduction

ArcCrowd , and its related entities ("ArcCrowd", "we", "us", "our") take your privacy seriously. We are subject to the Privacy Act 2016 (Cth) and will protect your personal information in accordance with how we collect and otherwise handle your personal information. This Privacy Policy explains in general terms how we protect the privacy of your personal information and applies to any personal information that we collect from, or about, you.

2 The Information We Collect and Hold

The types of personal information that we collect and hold about you will depend on the circumstances of collection and on the type of product or service you request from us. When collecting personal information from you, we specifically describe what information is required in order to provide you with the product or service you have requested. Such personal information may include details such as your name, phone number, email address, credit/debit card number, expiry date and billing address. We may also collect your IP address for the purpose of protecting the security and integrity of our marketplace and preventing fraudulent use of our services.

Unless you notify us otherwise, we will assume that you have consented to the collection of all information which is provided to us for use in accordance with this Privacy Policy.

3 How We Collect and Hold Personal Information

We may collect personal information from you when you:

· (a) create an account with ArcCrowd; or

· (b) request or purchase goods or services from us; or

· (c) contact us by any method, such as telephone, email, post, facsimile or in person.

We may utilise "cookies" which enable us to monitor traffic patterns and to serve you more efficiently if you revisit the site. A cookie does not identify you personally but it does identify your computer. You can set your browser to notify you when you receive a cookie and this will provide you with an opportunity to either accept or reject each instance. We may allow some of our marketing or technology partners to utilise "cookies" on our website to collect non-personally identifying data to assist them, or ArcCrowd, in delivering services to you.

Your e-mail message content may be monitored by us for trouble-shooting or maintenance purposes or if any form of e-mail abuse is suspected.

As well as collecting information directly from you, there may be occasions when we collect information about you from a third party. For example, we may collect information from a third party:

· (a) where he or she has authorisation to purchase or request goods or services on your behalf;

· (b) who has collected your personal information and disclosed it to us so that we may issue you with goods or services on behalf of the third party;

· (c) who is one of our service providers who collects personal information on our behalf; and

· (d) who is one of the market research companies contracted by us to obtain personal information so that we may improve and market our products and services

· (e) who is an aggregator of publicly available information

If you do not provide the requested information when using our website or requesting goods or services from us, we may not be able to complete your requests or orders and you may not be able to access all areas of the website.

We take reasonable steps to protect the personal information we hold from misuse, interference or loss, and from unauthorised access, modification and disclosure. The steps we take to protect personal information include:

· (a) encrypting information sent between you and us using Secure Sockets Layer protocol (SSL) and 128-bit encryption (the highest level of encryption commercially available). ArcCrowd's SSL certification is supplied by SignSec PRO;

· (b) outsourcing transaction processing to reputable, secure, Payment Card Industry (PCI) compliant payment gateway providers (PayPal and GlobalCollect). ArcCrowdCrowd does not capture, store or handle any credit card data;

· (c) utilising a fully secured technology stack on Amazon Web Services technologies. ArcCrowd's databases are only accessible to certain IP addresses, locations and servers. In addition, ArcCrowd has implemented parts of the SANS security guidelines for securing its database servers;

· (d) limiting access to users' personal information through secure login to the ArcCrowd website.

4 Use of Your Personal Information

Information collected by us may be used for the following purposes:

· (a) to create an account for you on ArcCrowd;

· (b) to process your requests for goods or services;

· (c) to notify you of changes to our goods or services;

· (d) to send email notifications for special promotions or offers conducted by us, our suppliers or distributors;

· (e) to conduct marketing activities and to conduct market research;

· (f) to respond to your questions or suggestions;

· (g) to protect the security and integrity of the marketplace for all users and prevent fraudulent use of our services; or

· (h) to improve the quality of our goods or service and the quality of your visit to the website.

To stop receiving our emails, please click on the link found at the bottom of each email to update your account preferences.

5 Disclosing Your Personal Information

We do not sell or rent your personal information to any other company, organisation or person.

We may disclose your personal information to:

· (a) third party designers or clients in connection with any works (including without limitation artwork and designs) created or requested by you (as applicable) as part of the ArcCrowd Service pursuant to separate terms and conditions entered into between you and us;

· (b) third parties that provide services to us, or functions on our behalf. For example, we may disclose personal information to our contractors to whom we outsource certain services, including market research and payment and data processing, for the purpose for which the information was collected or for related purposes, such as to complete a transaction on your behalf or provide you with a service that you requested;

· (c) related companies in our corporate group and business partners for the purpose of providing services which have been requested by you;

· (d) information technology service providers responsible for our communication networks, software and system development and maintenance.

In these situations, we prohibit the third party contractor from using personal information about you except for the specific purpose for which we supply it.

In addition, we will not disclose your personal information without your consent unless the disclosure is authorised by the Privacy Act, including:

· (a) to lessen or prevent a serious threat to life or health;

· (b) to protect the personal safety of users of this website or the public;

· (c) if authorised or required by law;

· (d) if we have reason to suspect that unlawful activity has been, is being or may be engaged in; or

· (e) to enforce the law or necessary to investigate a suspected unlawful activity.

In some circumstances, the entities to which we disclose personal information may be located outside United Kingdom. For instance, we may disclose personal information to our wholly owned subsidiary ArcCrowd, which is located in the United Kingdom.

6 Access and Correction of Your Personal Information

We will, on request, provide you with access to the information we hold about you, unless there is an exception which applies under the APPs, including for the purpose of correcting or updating that information. To access your personal information, please email us at support@arccrowd.com or call +44 0744 312 10 10.

We may recover from you our reasonable costs of supplying you with access to this information. Your request to provide access to this information will be dealt with in a reasonable time.

If we refuse to provide you with access to the information, we will provide you with reasons for the refusal and inform you of any exceptions relied upon under the APPs (unless it would be unreasonable to do so).

7 Keeping Your Personal Information Up To Date

We take reasonable steps to ensure that your personal information is accurate, complete, and up-to-date whenever we collect or use it.

If the personal information we hold about you is inaccurate, incomplete, irrelevant or out-of-date, please contact us and we will take reasonable steps to either correct this information, or if necessary, discuss alternative action with you.

8 Change to this Privacy Statement

This Privacy Policy was prepared and posted on 16 August 2016.

We may modify or amend this Privacy Policy as our business requirements or the law changes. Any changes to this Privacy Policy will be updated on the website, so please visit the website periodically to ensure that you have our most current privacy policy.

9 Complaints and Contact Details

If you have any questions about our Privacy Policy, have a complaint about a breach of your privacy or if you have any query on how your personal information is collected or used, please contact our Chief Operating Officer on: support@arccrowd.com or call +44 0744 312 10 10. If you wish to make a complaint about an alleged breach of the Privacy Act, we will ask you to send us your complaint in writing to the email address listed above. We endeavour to respond to complaints within a reasonable period (usually 30 days).

Minimum Design Standards

ArcCrowd’s Quality Standards outline our requirements for your design submissions including text, graphics, photos, designs and other artwork. As a designer, you must comply with these standards to be eligible to receive payment for your designs.

Only submit original work

Your design must be entirely your own work. Do not copy another design.

Never use stock images, clip-art or purchased vectors in a logo design, illustration design or icon design contest. Use of stock images in any other contest must be declared. You must also be able to demonstrate that you own the rights to any stock images used.

If you are reported for using stock or copying designs your account will be deactivated without prospect of reactivation.

Submit in approved formats

Final design files must be in the following formats:

· DWG Files, 3DS Files, Revit Files e.g.

Photoshop: PSD
PDF

We also recommend you upload a PDF of your designs to accommodate clients who do not own the Adobe Creative Suite.

Ensure that designs are high quality vectors

All elements within your design file must be vector components. All vectors must be editable and scalable. There should be no raster elements.
In addition:

· All fonts should be converted to outlines

· Closed shapes should not contain any breaks or gaps in the outline of your vector

Unnecessary shapes should be removed

Submissions with vectors not possessing these attributes will be rejected.

Create nice preview images

Preview Images should be 1200px x 1000px (300dpi). Preview images should be .jpg format.

Non-Compliance

Failure to comply with the Quality Standards can result in the removal of your designs, suspension of your account and in some cases, deactivation. We may also withhold, cancel or reverse payments to you where we believe your designs are in violation of these standards.

ArcCrowd reserves the right to deem the general quality of a submission to be unacceptable and thus non-compliant with these standards. As a guideline, we define reasonable quality as designs that are:

Highly professional
Meeting the brief

· Suitable for the purpose and target market

Note that in addition to the Quality Standards, the ArcCrowd User Agreement details your rights and responsibilities when using our service.

See an issue? Report it

Our goal is to create the world’s greatest marketplace for design and you’re part of it! We need your help to ensure that our community is defined by quality design.

If you see designs which do not adhere to the Quality Standards, email us on support@arccrowd.com or use the “Report an Issue” button underneath the design.

Refund Policy