The website located at lightboarding.com (the “Site”) is a copyrighted work belonging to Lightboard, Inc., a Delaware corporation (“Lightboard”, “us”, and “we”).
Certain features of the Services or Site may be subject to additional guidelines, terms, or rules, which will be posted on the Service or Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms. In the event of a conflict between the additional terms and any provision in these Terms, the additional terms will prevail, but only with respect to the Service to which the additional terms apply.
1.1 General. Lightboard provides an online and on-demand graphic design service to customers (“Customers”) who wish to purchase designs (each a “Design”) designed by Lightboard's collection of designers (“Designers”) (the “Services”). “User” means any user of the Site or Service, and may be a Designer or a Customer. If you are a User, the provisions in these Terms regarding Users apply to you. If you are also a Customer, further the provisions in these Terms regarding Customers apply to you. If you are also a Designer, further the provisions in these Terms regarding Designers apply to you. “Sold Design” means the Design purchased by a Customer through the Services. “Sale” means the applicable sale of such Sold Design. “IPR” means all trade secrets, copyrights, trademarks, mask work rights, patents and other intellectual property rights recognized by the laws of any country.
1.2 Submission of a Project. In order to start a project, a Customer must submit the specifications, requirements and other details of the Design the Customer wants to order through the Services as prompted by the submission form on the Site or otherwise provided by Customer to Lightboard (the “Design Details”). Lightboard will then prepare and present to the Customer a proposal for the Design (the “Proposal”), which will contain a cost estimate and estimated completion date for the Design. The estimated completion date is just an estimate and Lightboard does not guarantee on-time completion and will not be liable for any delays. Once a Customer approves a Proposal, the Designer will create a Design based on the Design Details (the “Initial Design”). The Customer may request (in which case the Designer will provide) up to two (2) rounds of customizations to the Initial Design (each subsequent design a, “Subsequent Design” and each Initial Design and Subsequent Design will constitute a Design), unless otherwise agreed by Lightboard. If the actual cost of the Design is expected to exceed 20% of the cost estimate in the approved Proposal, Lightboard will get approval from the Customer for such increased cost estimate. After Designer has delivered the Design to Customer, Customer will be deemed to have accepted the Design unless Customer provides notice of rejection to Lightboard and Designer within 10 days of Designer's delivery of the designs.
1.3 Assignment of Sold Design. Upon Customer's acceptance of the Sold Design and Lightboard's receipt of payment for the Sold Design as provided herein, Lightboard hereby irrevocably assigns to Customer all right, title and interest worldwide in and to the Sold Design and all IPR therein, including the rights to reproduce, make derivative works of, distribute, publicly perform, and publicly display the Sold Design.
1.4 License Back to Lightboard. Upon the assignment to Customer of the Sold Design pursuant to Section 1.3, Customer hereby grants to Lightboard a non-exclusive, worldwide, royalty-free and fully paid license to use the Sold Design for its promotional purposes.
1.5 Publicity. Upon Customer's payment for a Sold Design as provided herein, Customer agrees that Lightboard may use Customer's name and logo in Lightboard's marketing materials or communications (including Lightboard's website and in Lightboard's marketing presentations) for the sole purpose of indicating Customer as a user of the Services. Subject to the terms and conditions of this Agreement, Customer hereby grants to Lightboard a non-exclusive and limited license to use and publicly display Customer's logo as set forth in this Section.
2.1 Payment and Delivery. Designer will upload the Design and if Customer accepts the Design as described above, then Customer will pay the Customer Payment to Lightboard in accordance with the billing terms in effect at the time such Customer Payment is due and payable. The “Customer Payment” means the invoiced price for the Sold Design issued through the Services by Lightboard to Customer. Except as otherwise described herein or in our billing terms in effect at the time the Customer Payment is due and payable, all fees are nonrefundable.
2.2 Payment Information. All payment information that you provide in connection with the Services must be accurate, current and complete. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY PAYMENT CARD(S) OR OTHER PAYMENT MEANS USED TO PAY ANY FEE OR CHARGE. By providing Lightboard with your payment information, you agree that Lightboard is authorized to immediately invoice you for all fees and charges due and payable to Lightboard hereunder and that no additional notice or consent is required. You agree to immediately notify Lightboard and Stripe of any change to your payment information. Lightboard reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Site or Services or by e-mail delivery to you.
2.3 Taxes. You agree that you are responsible for the collection and/or payment of all Taxes which you may be liable for in any jurisdiction arising from your purchase of any Sold Designs via the Site. Lightboard is not responsible for collecting, reporting, paying, or remitting to you any such Taxes. “Taxes” means any applicable duties, sales taxes, GST, VAT or other taxes which may be levied in respect of a transaction contemplated by these Terms.
3.1 Disclaimer. We make no warranties regarding the Designs, Design Details or any products or services provided by Designers, Customers, or other Users and each of the foregoing are provided by us “AS IS”. Customers buy Sold Designs at their own risk. Your interactions with other users are solely between you and such User and Lightboard will not be responsible for any loss or damage incurred as the result of any such interactions (excluding those directly due to Lightboard's acts or the Services). If there is a dispute between you and any User, we are under no obligation to become involved. Notwithstanding the foregoing, Lightboard will use commercially reasonable efforts to provide the Services described in these Terms.
3.2 You hereby release and forever discharge us (and our officers, employees, agents, successors, and assigns) from, and hereby waive and release, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, any interactions or transactions of you with, or act or omission of you in relation to other Users, including Customers and Designers and Third Party Sites & Ads (as defined below) (excluding those directly due to Lightboard's acts or the Services).
If you are a California resident, you hereby waive California Civil Code Section 1542 in connection with the foregoing, which states: “a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”
In order to use the Services, you must register for an account with Lightboard (“Account”) and provide certain information about yourself as prompted by the Site registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by contacting us at: Lightboard, Inc. PO BOX 1210, Bothell, WA 98041. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Lightboard of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security which is based on your negligence. Lightboard cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
5.1 Your User Content. “User Content” means any and all information and content that a User submits to, or uses with, the Site or Services. User Content includes Design Details and reviews and/or testimonials (“Reviews”). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby represent and warrant that your User Content does not violate the Acceptable Use Policy (defined below). You may not state or imply that your User Content is in any way provided, sponsored or endorsed by Lightboard. Because you alone are responsible for your User Content (and not Lightboard), you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Lightboard is not obligated to remove any Design Details or Reviews from the Site unless required by applicable Law. Lightboard is not obligated to backup any User Content and User Content may be deleted at any time. You are solely responsible for creating backup copies of your User Content if you desire.
5.2 License to User Content. You hereby grant, and you represent and warrant, that you have the right to grant, to Lightboard an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license for all the duration of the intellectual property rights to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, solely for the purposes of including your User Content in the Site and Services and providing the Services. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
The following sets forth Lightboard's “Acceptable Use Policy”:
6.1 User Content. You agree not to use the Site or Services with any User Content or to provide any products or services that (a) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another's privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e. g. , material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; or (c) is in violation of any Laws, or obligations or restrictions imposed by any third party.
6.2 Use Restrictions. You agree not to use the Site or Services to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site or Services or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Site or Services, other computer systems or networks connected to or used together with the Site or Services, through password mining or other means; (f) harass or interfere with another user's use and enjoyment of the Site or Services; (g) introduce software or automated agents or scripts to the Site or Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Site or Services; (h) impersonate any person or entity or falsify or misrepresent yourself or your affiliation with any person or entity; or (i) display, mirror, or frame the Site.
6.3 Other Guidelines/Policies. Please see the following:
6.4 Enforcement. We reserve the right (but have no obligation) to review any User Content, investigate, and/or take appropriate action against you in our sole discretion (including removing or modifying your User Content, terminating your Account, and/or reporting you to law enforcement authorities) if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person.
7.1 License. Subject to the terms of these Terms, Lightboard grants you a non-transferable, non-exclusive, license to use the Site and Services (excluding Design Concepts, Design Templates, designs in the Project Service, and Sold Designs) for your internal business purposes. For the avoidance of doubt, Designer's license or assignment of the Sold Design to Customer is set forth in the applicable Design Transfer Agreement.
7.2 Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, customize, or otherwise commercially exploit the Site or Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site or Services; (c) you shall not access the Site or Services in order to build or promote a similar or competitive service; and (d) except as expressly stated herein, no part of the Site or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Site or Services shall be subject to the terms of these Terms. All copyright and other proprietary notices on any Site or Services content must be retained on all copies thereof. Lightboard reserves the right, at any time, to modify, suspend, or discontinue the Site or Services or any part thereof with or without notice. You agree that Lightboard will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site or Services or any part thereof. You acknowledge and agree that Lightboard will have no obligation to provide you with any support or maintenance in connection with the Site or Services.
7.3 Feedback. If you provide Lightboard any feedback or suggestions regarding the Site or Services (“Feedback”), you hereby grant to Lightboard a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner it deems appropriate, any and all Feedback, and to sublicense the foregoing rights. Lightboard will treat any Feedback you provide to Lightboard as non-confidential and non-proprietary. You agree that you will not submit to Lightboard any information or ideas that you consider to be confidential or proprietary.
7.4 Ownership. Each User owns its own User Content. Excluding your User Content, you acknowledge that all the IPR in the Site and Services are owned by Lightboard or Lightboard's licensors. The provision of the Site and Services does not transfer to you or any third party any rights, title or interest in or to such IPR. Lightboard and its suppliers reserve all rights not granted in these Terms.
You agree to indemnify and hold Lightboard (and its officers, employees, and agents) harmless, including reasonable costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of (i) your use of the Site or Services, (ii) your User Content (including your Design Contest, Design Concept, Design Template, designs in the Project Service, and Reviews), (iii) your interaction with any other User, (iv) your violation of any rights of another party, including any Users; or (v) your violation of these Terms or any applicable laws. Lightboard reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Lightboard. Lightboard will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
The Site might contain links to third party websites, services, and advertisements for third parties (collectively, “Third Party Sites & Ads”). Such Third Party Sites & Ads are not under the control of Lightboard and Lightboard is not responsible for any Third Party Sites & Ads. Lightboard provides these Third Party Sites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites & Ads. You use all Third Party Sites & Ads at your own risk. When you link to a Third Party Site & Ad, the applicable third party's terms and policies apply, including the third party's privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Sites & Ads.
Subject to this Section, these Terms will remain in full force and effect while you use the Site or Services. We may (a) suspend your rights to use the Site and/or Services (including your Account) or (b) terminate these Terms, at any time for a legitimate purpose, including for any use of the Site or Services in violation of these Terms. Upon termination of these Terms, your Account and right to access and use the Site and Services will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated therewith from our live databases. However we reserve the right to continue to use your User Content to the extent permitted under applicable law. Lightboard will not have any liability whatsoever to you for any termination of these Terms, including for termination of your Account or deletion of your User Content. Even after these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 1.4(b), 4, 6, 7, 8 (excluding Section 8.1), 9, 10, 12, 13, and 14.
Lightboard respects the intellectual property of others and asks that users of our Site and Services do the same. In connection with our Site and Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our Site or Services who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Site or Services , unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney's fees incurred by us in connection with the written notification and allegation of copyright infringement.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SITE AND SERVICES IS AT YOUR SOLE RISK AND THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND SERVICES AND ANY CONTENT, PRODUCTS, SERVICES OR INFORMATION PROVIDED BY THE SITE OR SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, , WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LIGHTBOARD (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SITE AND SERVICES AND ANY CONTENT, PRODUCTS, SERVICES OR INFORMATION PROVIDED BY THE SITE OR SERVICES EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE OR SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE OR SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE (AND OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR SERVICES, , HOWEVER CAUSED, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PROPRIETARY RIGHTS INFRINGEMENT, PRODUCT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE AND SERVICES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR (AND OUR SUPPLIERS') LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY US DOLLARS ($50) OR (B) AMOUNTS YOU HAVE PAID LIGHTBOARD IN THE PRIOR 12 MONTHS (IF ANY). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LIGHTBOARD AND YOU.
14.2 Governing Law; Venue. These Terms shall be governed by and construed solely and exclusively in accordance with the laws of the State of Washington, without giving effect to any law that would result in the application of the law of another jurisdiction. Any action or proceeding arising from or relating to these Terms shall be brought in the state or Federal courts for King County, Washington and your and Lightboard irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.
14.3 Export. The Site and Services may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Lightboard, or any products utilizing such data, in violation of the United States export laws or regulations.
14.4 Disclosures. Lightboard is located at the address set forth below. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
14.5 Electronic Communications. The communications between you and Lightboard use electronic means, whether you use the Site or Services or send us emails, or whether Lightboard posts notices on the Site or Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Lightboard in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Lightboard provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.
14.6 Miscellaneous. These Terms constitute the entire agreement between you and us regarding the use of the Site and Services. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Lightboard is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Lightboard's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Lightboard may freely assign these Terms. The terms and conditions set forth in these Terms shall inure to the benefit of and be binding upon permitted assignees.
14.7 Force Majeure. Lightboard shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
14.8 Copyright/Trademark Information. Copyright © 2015, Lightboard, Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
14.9 Contact Information:
PO BOX 1210,
Bothell, WA 98041