DesignBay User Agreement

User Agreement

The DesignBay ("DesignBay”, a trading name of Global Logos Pty Ltd) User Agreement (the "Agreement" or “User Agreement”) details your rights and responsibilities as a DesignBay member (a "Client" or a "Designer") and the terms and conditions of using the Service through the website www.designbay.com and its subdomains (the “Site” or the “Service”). Before you become a member of DesignBay you must accept all of the terms and conditions within this User Agreement.

To access the web site you must:

Accept the terms of this Agreement; and
Be at least 18 years old.

By registering as a member, you indicate that you accept the terms and conditions below. This Agreement was last amended on 20th of November 2008.

Amendments to this Agreement

DesignBay may amend this Agreement at any time by publishing an amended Agreement on this Site. Your use of the Service, after DesignBay publishes an amended Agreement, shall be deemed to be acceptance of the amended terms.

Use of Service

(a) Description of the Service. The DesignBay Service is an online offering where individuals or entities that have registered with DesignBay as businesses ("Clients", each a "Client") seeking a design can post specific briefs ("Projects" or "Briefs", each a "Project" or "Brief") and obtain responses (each, a "Submission" including "Quotes" or "Designs") to those Briefs from designers ("Designers", each a "Designer") who also use the DesignBay Service.

For Designers, the DesignBay Service includes the ability to:

Create and modify a profile;
Submit designs and artwork through the DesignBay Site;
Submit quotes to Clients through the DesignBay Site; and
Participate in Design Contest Open Briefs and Multi Quote projects.

For Clients, the DesignBay Service includes the ability to:

Post Projects or Briefs requesting designs (such as logo designs and website designs) or quotes for designs from third party Designers through the DesignBay Site;
Purchase designs from third party designers through the DesignBay Site; and
Commission freelance design work from a specific third party designer through the DesignBay Site.

(b) The Brief and Requirements. Clients are solely responsible for preparing and posting detailed descriptions of their requirements ("Requirements", each a "Requirement") in a Brief (either a "Design Contest Open Brief" or a "Multi Quote" Brief) to the DesignBay Site, including providing samples illustrating your requirements, any relevant deadlines and the amount you wish to pay the Designers for the design (the "Project Budget"). DesignBay may, but is under no obligation, to review a Brief for accuracy, completeness of information, quality or clarity. DesignBay may decide, in its sole discretion, to deny a Brief from being posted on the DesignBay Site. Clients are required to submit their requirements in the requirements section of the Brief and classify each as being: Must Have, Should Have or Won't Have. Designer Submissions are required to meet Must Have requirements that are specific and can be verified objectively ("Concrete Requirements").

(c) Project Budgets. For Design Contest Open Briefs, Clients are required to set a project budget before the project is launched. For Multi Quote projects, the project budget is set when a Client agrees to a quote submitted by a Designer. Clients may increase the project budget after the project is launched but may not decrease the project budget.

(d) Fees. Clients are required to pay a posting fee to DesignBay to launch Design Contest Open Briefs. Clients' project budgets are not considered Fees paid to DesignBay, but rather payments made to designers. Designers pay commissions on money earned through the DesignBay Site. DesignBay will automatically deduct these Commission Fees from any payment a Designer receives. Commission Fees will always be less than the total payment amount. View DesignBay Fees for the current Fees and Charges.

(e) Design Contest Open Briefs. Clients may run an Open Brief Design Contest by posting a Brief (that states a project budget) on the DesignBay Site to request designs from multiple designers. Clients are required to pay a fee (a "Project Posting Fee") to launch the contest (which may not be refunded) but are not required to pay the project budget up-front. Clients can purchase a design by paying their project budget to the Designer who submitted the design (via Designbay) or they may close the Brief without purchasing any design and without paying their project budget to Designbay.

(f) Deadlines for Receiving and Submitting Designs. For both Open Brief Design Contests and Multi Quote projects, customers are required to set an initial date that they wish to receive Submissions from designers by ("Deadline for Receiving Designs" or "Deadline for Submitting Designs"). These deadlines may be extended by clients but they cannot be brought forward.

(g) Deadlines for Selecting a Design. For all Multi Quote projects and all Open Brief Design Contest projects, Clients are required to select and complete payment for a design before a given date specified by the terms in this agreement (the "Deadline for Selecting a Design").

For Multi Quote projects, the Deadline for Selecting a Design is 30 days after the initial Deadline for Submitting Designs. Where the Deadline for Selecting a Design passes and the project budget has already been deposited, DesignBay may release the project budget to the designer where it is deemed the designer has met the Concrete stated requirements in the project Brief. In such a case, the ownership and copyright and files of those designs will transfer to the Client as they would if the Clients had selected the design themselves. Where the Deadline for Selecting a Design passes and the project budget has not been deposited, the Designer may withdraw their designs from the project and DesignBay may close and cancel the project. Clients may extend the Deadline for Submitting Designs by requesting an extension from DesignBay or extending the initial Deadline for Submitting Designs (where that extension takes place within 2 days of the initial Deadline for Submitting Designs has elapsed).

For Open Brief Design Contests where the budget has not been deposited upfront, Clients are required to select a winning design and pay for that design within 15 days of the Deadline for Submitted Designs. Clients can receive an extension on the Deadline for Selecting a Design by extending their Deadline for Submitting Designs where this extension takes place within 2 days of the initial Deadline for Submitting Designs has elapsed. In this case, Clients will have a new Deadline for Selecting a design that is 10 days from their new Deadline for Submitting Designs which cannot be extended. Alternatively, Clients can get a 10 extension on the Deadline for Selecting by depositing their full project budget with DesignBay. Where a Deadline for Selecting a Design elapses without the client selecting a design, DesignBay will close the project and designers may withdraw their designs and Clients will no longer be able to purchase the designs that have been submitted. For Open Brief Design Contests where the budget has been deposited with DesignBay (either upfront), Clients are required to select the winning design within 25 days. Where the Deadline for Selecting a Design elapses without a client selecting a design and where the project budget was submitted upfront, DesignBay will award the project budget to designers of their choice. In such a case, the ownership and copyright and files of those designs will transfer to the Client as they would if the Clients had selected the design themselves.

(h) Withdrawal of Designs. After the Deadline for Selecting a Design has passed, designers have the right to remove submissions they have made ("Withdrawal of Designs" each a "Withdrawal of a Design"). Once a Designer has Withdrawn a Design, Clients can no longer view that design in full or purchase that design.

(i) Reviewing Submissions. When Designers provide Clients with Submissions through the DesignBay Site, Clients are responsible for reviewing the Submissions. If Clients fail to inform DesignBay that a particular Submission does not meet their requirements of their Brief within 7 business days, they will be deemed to have accepted the Submission.

(j) Revisions. Revisions are defined as: changes in colour, the text content, size, layout and small modifications to the concept.

For Multi Quote projects, Designers who win a Multi Quote project agree to provide 2 revisions to their initial Submissions, if requested by the Client, unless a different number of revisions was specified in their quote that was agreed to by the Client. Clients may request unlimited revisions, but Designers are only obligated to provide the 2 revisions or the number of revisions agreed to in their winning quote. Where designer submissions do not match with the 'Concrete' stated requirements (such as, designers must revise their work until the requirements are matched. Where Designers do not meet the required number of revisions, they may not receive payment for their work.

For Design Contest Open Briefs, Clients have the right to request unlimited revisions and Designers have the right to perform these requested revisions for free as part of their customer service, but Designers are under no obligation to do so. A Client may also request major changes but DesignBay reserves the right of its Designers to request payment of a Fee for major changes. Note that requesting a completely new concept is a major change and is considered a major revision. No revision work, which requires payment, will be started without the authorisation of the client.

(k) Refunds for Clients. Refunds of Project Posting Fees and Project Budgets may be provided in certain cases:

For Multi Quote project, if you have deposited your budget with DesignBay and (1) all the Submissions provided by designer(s) do not meet the Concrete Requirements you outlined in your brief; and (2) all the Submissions do not meet DesignBay’s Minimum Design Standards provided by DesignBay you may request a refund by completing the Refund Request form, which will be provided to you upon request.

For Design Contest Open Briefs, if you have paid the a posting fee and/or deposited your budget in full and (1) no Submissions are provided; (2) all the Submissions do not meet the Concrete Requirements you outlined in your brief; or (3) if all of the Submissions do not meet DesignBay's Minimum Design Standards then your posting fee and/or budget will be refunded by completing the Refund Request form, which will be provided to you upon request.

Upon timely receipt (within 7 business days) of the completed form, DesignBay will refund the total payment (less any fees from PayPal that have already been incurred by DesignBay in accepting payment of your posting fee or deposit of your budget) made by you via PayPal.

Refunds are only available to the actual client for whom the logo was created. Design firms or other designers who use the DesignBay service on behalf of another entity are not entitled to refunds, although DesignBay may grant a refund if requested.

You shall forfeit the right to the refund outlined above if you request additional revisions to any of the initial concepts. You shall also forfeit the right to a refund if you do not respond with 7 business days after your Brief closes. Once you have approved the submitted work and/or downloaded the designs and sent the payment - no refund will be provided as DesignBay can not recoup the money from the designer.

(l) Should a Client receive a refund, the Client agrees that your acceptance indicates that you acknowledge that you will have no right (express or implied) to use, or hold any ownership, of any Submission you received through DesignBay.

(m) Service Changes. The Service may be added to or modified by DesignBay in the future without prior notification.

(n) Registration. Joining DesignBay is free for both Designers and Clients.

(o) Ownership and Original Work. Designer Submissions (including text, graphics, photos, designs or other artwork) to DesignBay Site must be owned by the designer, or the designer must have permission from the rightful owner/holder of the trademark/copyright to use each of these elements.

Designers are required to submit completely original logo designs where all components have been created and are owned by them but may submit other designs (such as web or brochure designs) that are partially owned and created by them but include components/artwork (including but not limited to photos, icons and fonts) not created or owned by them but for which the Designer has permission to use for commercial purposes. The copyright of these components may remain with the original 'third-party' designer. In such a case, the Designer agrees that they have the right to use, and that the customer will have the right to use, these designs and components. Designers must have ownership, or the right to use, any fonts used in their designs.

The Designer agrees to hold DesignBay harmless from any claim arising from the creation, publishing, distribution or use of submission, or elements of a submission.

(p) Copyright. Designers agree to transfer copyright of their Submissions to the Client if purchased by the Client. Designers also agree to no longer sell these designs, or variations of designs, to other clients once they have sold them through DesignBay to other clients through, or outside of, the DesignBay Site. Clients agree to hold DesignBay and its directors harmless from damages, expenses or claims by third parties if a design purchased through the DesignBay Site is found to in some way infringe copyright, infringe a trademark or be illegal in any way.

(q) Service Changes. The Service may be added to or modified by DesignBay in the future without prior notification.

(r) Ethical use of Design Contest Open Briefs. Clients may only use a Design Contest where their intention is to purchase a Submission. Clients may not use Design Contests to generate ideas and use these ideas with no intention to buy any Submission.

(s) Designer Referral Program. From 11 December 2008, Designers may refer new Designers to register on DesignBay. The referring Designer will then be eligible to receive 1% commission calculated on the earnings that the referred designer then earns through DesignBay (where these earnings were received from selling designs) for the first year of the new designers' tenure on DesignBay. Commissions paid to designers will be calculated and paid out monthly. DesignBay does not pay commission on commission - only earnings from the sale of designs are eligible for commission. DesignBay reserves the right to terminate any individual agreement with a Designer at any time or terminate the program at any time. Designers must only refer to an individual once and must only refer to authentic individuals. Designers found to be referring phantom, non-authentic designers or referring themselves will have all their accounts terminated and will be banned from using DesignBay.

Submissions

By submitting files to DesignBay and purchasing files through DesignBay, Designers and Businesses grant DesignBay a worldwide, non-exclusive, royalty-free license to use, reproduce, prepare derivative works of and display the submission in connection with the the Site.

DesignBay will not sell Designer submissions without a Designers permission. Ownership and copyright of a Submission shall remain with the Designer, unless it is purchased by a Client.

Inappropriate Uses

DesignBay reserves the right, but not the obligation, to remove, block, not display and not store any information or materials that we deem to be offensive or inappropriate, regardless of whether this material is unlawful. DesignBay may limit, suspend or terminate the Service or remove member content and submissions if we think that they are creating problems, legal liabilities or breaching this User Agreement.

DesignBay will have no obligation to monitor submissions to or contributions made using the Site. However, DesignBay its Clients and other members have the right to monitor these transmissions and postings and report these activities or take the action as detailed above where the User Agreement or any other policies are breached.

Indemnity

Designers will indemnify and hold DesignBay (and our directors and employees), harmless from any claim or demand (including attorneys' fees) made by any third party arising from your use of the Service, a third party's use of your submissions (made through your membership) or the violation of any law.

Clients will indemnify and hold DesignBay (and our directors and employees), harmless from any damages made by the use of designs obtained through the Service or obtained from Designers that use the Service or any claim or demand (including attorneys' fees) made by any third party arising from your use of the Service. Clients acknowledge that DesignBay is an independent middle-man that takes no responsibility for designs submitted or purchased through the DesignBay website.

General

‘DesignBay’ is a trading name of Global Logos Pty Ltd. Global Logos Pty Ltd is a private company registered in Australia. Australian Business Number (ABN): 26 127 272 315. Address: Suite 248, 91 Longuevill Road Lane Cove NSW Australia.