DESIGN ROSETTA, LLC ("DESIGN ROSETTA") IS WILLING TO GRANT YOU RIGHTS TO ESTABLISH AN ACCOUNT AND TO USE THE SERVICE PROVIDED BY THIS SITE ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. PLEASE READ THE TERMS CAREFULLY. BY CLICKING ON "I ACCEPT", YOU WILL INDICATE YOUR AGREEMENT WITH THEM. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY OR PERSON, YOUR ACCEPTANCE REPRESENTS THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY OR PERSON TO THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND YOUR ENTITY OR PERSON, THEN DESIGN ROSETTA IS UNWILLING TO GRANT YOU RIGHTS TO ESTABLISH AN ACCOUNT AND TO USE THE SERVICE PROVIDED BY THIS SITE.
SUBSRIPTION AGREEMENT
Effective Date: ________________
AUTO-RENEWAL FEES WILL CONTINUE PERIODICALLY (MONTHLY OR ANNUALLY PER YOUR SELECTION DURING REGISTRATION) UNTIL YOU CANCEL. YOU MAY CANCEL THIS AGREEMENT, YOUR AUTO-RENEWAL SUBSCRIPTION, AND THE AUTO-RENEWAL FEE PAYMENTS AT ANY TIME BY VISITING YOUR ACCOUNT AND CLICKING THE 1-CLICK TO CANCELLATION. CANCELLATION WILL BECOME EFFECTIVE UPON YOUR NEXT RENEWAL DATE (MONTHLY OR ANNUALLY). THERE WILL BE NO REFUNDS FOR PRE-PAID FEES IF YOU CANCEL AUTO-RENEWAL FEES.
1. Parties. The parties to this legal Agreement are you, and Design Rosetta, the owner of this website business. If you are not acting on behalf of yourself as an individual, then "you", "your", and "yourself" means your company or organization or the person you are representing. All references to "we", "us", "our", "this website" or "this site" shall be construed to mean Design Rosetta.
2. Agreement. The legal Agreement between you and Design Rosetta consists of this Subscription Agreement and our Privacy Policy which is accessible on this site's home page and incorporated herein by this reference.
3. Subscription Eligibility. Subscriptions are not available to minors under the age of 18 years of age and any user that has been suspended or removed from the system.
4. Modification of this Agreement. We reserve the right to change all terms and policies relating to the Service (defined below) at any time. We will notify you of any changes (email acceptable). If any change materially impacts the Service, you will have the right to terminate the affected order (SEE SECTION 22 TITLED “NOTICE” BELOW). If you terminate you will be entitled to a refund of any prepaid subscription fees for the Service not received as of the effective date of termination.
5. Service and Restrictions.
5.1 The “Service” includes online access to our proprietary material provided to you via this site, and through your Web browsers. The Service is enabled by our proprietary software and content.
5.2 We grant to you an individual, non-exclusive, non-transferable license to use the Service subject to the terms and conditions of this Agreement. You may access and use the Service, only for your own personal use and not for any commercial use. All rights not expressly granted in this Agreement are reserved by us and our licensors.
5.3 You acknowledge, and agree, that you, including your employees or agents, are expressly prohibited, directly or indirectly, from attempting to discover the source code, underlying algorithms, or technology of the Service; rent, lease, sell, assign, or transfer rights to the Service; modify or make derivative works based on the Service; or use the Service in any service bureau or timeshare capacity. You acknowledge and agree that we retain exclusive ownership throughout the world of the Service and related enabling technology, including portions or copies, and all rights not expressly granted to you.
5.4 You will be granted authorized login protocols for the Service, and you agree not to use the Service in excess of your authorized login protocols. You are entirely responsible for any and all activities that occur within your account. You shall be entirely responsible for maintaining the confidentiality of its passwords and account data. You agree to notify us immediately upon your discovery of any unauthorized use or breach of security of a your account.
5.5 You agree not to access (or attempt to access) this site by any means other than through the interface we provide. You agree not to "frame" or "mirror" this site, its Service or content on any other server or Internet-enabled device. You agree not to access (or attempt to access) this site or the Service through any automated means (including use of scripts or web crawlers), and you agree to comply with the instructions set out in any robots.txt file present on this site.
5.6 You are not authorized to use the Service for the propagation, distribution, housing, processing, storing, or otherwise handling in any way any unlawful, harassing, libelous, unsolicited commercial email, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind. You agree to defend, indemnify, and hold us harmless against any third party claim or action, civil or criminal that arises from your use of the Service in any manner that is inconsistent with this Agreement.
6. Termination. Either of us may terminate this Agreement, your subscription, and your right to access the Service for any reason by notifying the non-terminating party in writing at least thirty (30) days before the beginning of the next billing cycle. Upon termination you will immediately cease all use of the Service. After termination, we will remove all data in your account. We will make a file of your data available to you for a fee if you make such a request in writing at the time notice of termination is given, and all of your fees and charges are paid in full upon termination. You acknowledge, and agree, that we are not obligated to retain your data after termination, and will delete the data after such time.
7. Auto-Renewal Fees. We charge fees in advance for the use of the Service. In accordance with the terms and conditions of the applicable order form, fees will be charged on an auto-renewal basis, meaning that the FEES WILL RENEW AUTOMATICALLY for the billing plan specified on your order form (monthly or annually). You agree to pay the fees in accordance with billing terms stated on the applicable order form. YOU MAY CANCEL THIS AGREEMENT, YOUR AUTO-RENEWAL SUBSCRIPTION, AND THE AUTO-RENEWAL FEE PAYMENTS AT ANY TIME BY VISITING YOUR ACCOUNT AND CLICKING THE 1-CLICK TO CANCELLATION. CANCELLATION WILL BECOME EFFECTIVE UPON YOUR NEXT RENEWAL DATE (MONTHLY OR ANNUALLY). THERE WILL BE NO REFUNDS FOR PRE-PAID FEES IF YOU CANCEL AUTO-RENEWAL FEES.
8. Payment. Payment of subscription fees may be by credit card online at this site, or by any other method approved by us. Fees are non-refundable, unless expressly provided otherwise on this site or on the applicable order form.
9. Taxes. Subscription fees are exclusive of all taxes, levies, or duties that may be imposed by taxing authorities having jurisdiction over your access location. You acknowledge and agree, to be responsible for the payment of such taxes, levies, or duties, if any.
10. Ownership. The Service and content provided on this site and via our Service is protected by law, including, but not limited to, United States copyright law and international treaties. The copyrights and other intellectual property rights embodied in the Service, and content provided on this site are owned by us, our licensors, and/or others.
11. Confidentiality. You acknowledge our claim that the Service and this site embody non-public logic, design, and coding methodology, which constitute valuable confidential information that is proprietary to us and our licensors ("Confidential Information and Trade Secrets"). You agree (i) to not use or disclose the Confidential Information and Trade Secrets except as expressly provided herein, and (ii) to safeguard the right to access the Service and this site, using the same standard of care which you use for its similar confidential materials, but in no event less than reasonable care.
12. Your Account-Related Responsibilities. You are responsible for maintaining the confidentiality of your login ID, password, and any additional information that we may provide regarding accessing your account. If you knowingly share your login ID and password with another person who is not authorized to use the Service, this Agreement is subject to termination for cause. You agree to immediately notify us of any unauthorized use of your login ID, password, or account or any other breach of security.
13. Customer Support. We, and/or our designee(s), shall provide support including telephone and email support, including any other support that we provide to all end-users of the Service.
14.Warranty Disclaimers.
14.1 THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ANY WARRANTY REGARDING ANY MATERIAL CREATED BY OR WITH GENERATIVE ARTIFICIAL INTELLIGENCE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WE,OUR SUBSIDIARIES, 0UR AFFILIATES, AND OUR OTHER LICENSORS DO NOT WARRANT THAT THE SERVICE ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.
14.2 WE DONOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY US OR ANY THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR OUR SERVICE.
14.3 FEDERAL LAW, SOME STATES, AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
15. Limitation of Liability.
15.1 IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND INCLUDING LOST PROFITS, DATA, OR GOODWILL AND THE LIKE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN, INCLUDING ANY ERR0R IN CONNECTION WITH ANY MATERIAL CREATED BY OR WITH GENERATIVE ARTIFICIAL INTELLIGENCE. WHETHER SUCH DAMAGES OR LOSSES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, OR ARE SUFFERED DIRECTLY OR INDIRECTLY, EVEN IF: (i) SUCH DAMAGES ARE FORESEEABLE, OR (ii) A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. THE FOREGOING WILL NOT APPLY TO: (a) BREACHES OF CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT; (b) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, AND (c) A PARTY’S GROSS NEGLIGENCE AND WILLFUL MISCONDUCT.
15.2 THE SERVICE IS CONTROLLED AND OPERATED FROM FACILITIES IN THE UNITED STATES. WE MAKE NO REPRESENTATIONS THAT THE SERVICE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE THE SERVICE FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE ENTIRELY RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE UNITED STATES AND LOCAL LAWS AND REGULATIONS, INCLUDING BUT NOT LIMITED TO EXPORT AND IMPORT REGULATIONS. YOU MAY NOT USE THE SERVICE IF YOU ARE A RESIDENT OF A COUNTRY EMBARGOED BY THE UNITED STATES, OR ARE A FOREIGN PERSON OR ENTITY BLOCKED OR DENIED BY THE UNITED STATES GOVERNMENT. UNLESS OTHERWISE EXPLICITLY STATED, ALL MATERIALS FOUND ON THE SERVICE ARE SOLELY DIRECTED TO INDIVIDUALS, COMPANIES, OR OTHER ENTITIES LOCATED IN THE UNITED STATES.
16. Links to Third Party Websites. We do not review or control third party websites that link to or from this site, and we are not responsible for their content, and do not represent that their content is accurate or appropriate. Your use of any third-party website is on your own initiative and at your own risk, and may be subject to the other websites' terms of use and privacy policy.
17. Participation in Promotions of Advertisers. You may enter into correspondence with or participate in promotions of advertisers promoting their products, service or content on this site. Any such correspondence or participation, including the delivery of and the payment for products, service or content, are solely between you and each such advertiser.
18. Consumer Rights Information; California Civil Code Section 1789.3.
18.1 If this site charges for service, products, content, or information, pricing information will be posted as part of the ordering process for this site. We maintain specific contact information including an e-mail address for notifications of complaints and for inquiries regarding pricing policies in accordance with California Civil Code Section 1789.3. All correspondence should be addressed to our agent for notice at the following address:
Notification of Consumer Rights Complaint or Pricing Inquiry:
906 G Street, Suite 700
Sacramento, CA, 95814
Contact: Agent for California Consumer Rights
Fax: 916-321-2232
Telephone: 916-874-6174
18.2 You may contact us with complaints and inquiries regarding pricing and we will investigate those matters and respond to the inquiries.
18.3 The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs may be contacted in writing at 906 G Street, Suite 700, Sacramento, CA, 95814, or by telephone at 916-874-6174.
19. Controlling Law. This Agreement shall be construed under the laws of the State of Maryland, USA, excluding rules regarding conflicts of law. The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
20. Jurisdiction and Venue. The courts of Howard County in the State of Maryland, USA and the U.S. District Court for the District of Maryland shall be the exclusive jurisdiction and venue for all legal proceedings that are not arbitrated under this Agreement. The parties hereby irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.
21. No Assignment. You may not assign or transfer this Agreement or any right or interest under this Agreement, without our prior written consent. Any attempted assignment or delegation in contravention of this Section shall be void and ineffective.
22. Notices. Any and all notices, demands, or other communications required or desired to be given hereunder relating to the terms and conditions of this Agreement shall be made in writing and shall be validly given or made to another party if personally served; or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested; or by FedEx, UPS, or another nationally recognized commercial carrier, delivery confirmation requested, or if by us if notified in your account or via the email address specified in your account. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. All such notices, demands, and other communications must be sent to the parties, their successors in interest, or their assigns. Our address for notices is: 6135 Scarborough Way, Columbia, MD 21044.
23. Severability. If any provision of these terms is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or invalidity of any provision shall not affect any other provision of these terms, and these terms shall continue in full force and effect, and be construed and enforced, as if such provision had not been included, or had been modified as above provided, as the case may be.
24. Force Majeure. We shall not be liable for damages for any delay or failure of delivery arising out of causes beyond our reasonable control and without our fault or negligence, including, but not limited to, Acts of God, acts of civil or military authority, fires, riots, wars, embargoes, Internet disruptions, hacker attacks, or communications failures.
25. Miscellaneous. This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, understandings, and agreements. This Agreement may be modified only by a written agreement signed by the parties. The failure of either party to enforce at any time any of the provisions hereof shall not be a waiver of such provision, or any other provision, or of the right of such party thereafter to enforce any provision hereof.
End of Subscription Agreement.