Terms of Service

Designspiration’s products and services are provided by Material Technologies Corporation dba Designspiration (“Designspiration” or “we”). These Terms of Service (“Terms”) govern your access to and use of Designspiration’s website, products, and services (“Services”). Please read these Terms carefully, and contact us if you have any questions. By accessing or using our Services, you agree to be bound by these Terms and our Privacy Policy. If you do not want to agree to these Terms, do not use the Services.

Important notice regarding arbitration for U.S. Customers: when you agree to these terms you are agreeing (with limited exception) to resolve any dispute between you and Designspiration through binding, individual arbitration rather than in court. Please review carefully Section 12 “Arbitration” below for details regarding arbitration.

• 1. Using Designspiration

• 2. Your Content

• 3. Copyright Policy

• 4. Security

• 5. Third-Party Links, Sites, and Services

• 6. Pro Services

• 7. General Prohibitions and Designspiration’s Enforcement Rights

• 8. Termination

• 9. Indemnity

• 10. Disclaimers

• 11. Limitation of Liability

• 12. Arbitration

• 13. Governing Law and Jurisdiction

• 14. General Terms

1.1 Who can use Designspiration

You may use our Services only if you can form a binding contract with Designspiration, and you agree to comply with these Terms and all applicable laws. When you create your Designspiration account, you must provide us with accurate and complete information. Any use or access by anyone under the age of 18 is prohibited. If you open an account on behalf of a company, organization, or other entity, you represent and warrant that you have the authority to bind such company, organization or other entity to these Terms. The use of “you” or “your” in these Terms refers to, and includes, you and if applicable, the company, organization or entity you represent. You represent and warrant that you are authorized to grant all permissions and licenses provided in these Terms.

1.2. Our License to You

Subject to your compliance with these Terms and our policies (including our Acceptable Usage Policy), we grant you a limited, non-exclusive, non-transferable, and revocable license to use our Services during the term of your agreement with us. Designspiration Services may include software that is downloaded to your computer, phone, tablet, or other device. You agree that we may automatically upgrade those Services, and these Terms will apply to such upgrades.

2.1. Posting Content

Designspiration allows you to post content, including photos, links, and other materials. Anything that you post or otherwise make available on our Services or that you submit to Designspiration is referred to as “User Content.” You retain all rights in and are solely responsible for the User Content you post to Designspiration. Designspiration does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.

2.2. How Designspiration and Other Users Can Use Your Content

By making any User Content available through the Services, you hereby grant Designspiration, its corporate affiliates and their users a non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, store, publicly display, reproduce, save, modify, create derivative works based upon, publicly perform, and distribute your User Content via (i) the Services and (ii) the products, offerings and services available on the websites and mobile applications owned, operated or offered by Designspiration and its corporate affiliates (“Additional Services”) in connection with developing, providing, maintaining and using the Services and the Additional Services. Nothing in these Terms shall restrict other legal rights Designspiration may have to User Content, for example under other licenses from third parties. We reserve the right to remove or modify User Content for any reason, including User Content that we believe violates these Terms or our policies.

2.3. How Long We Keep Your Content

Following termination or deactivation of your account, or if you remove any User Content submitted to Designspiration, we may retain your User Content for a reasonable period of time for backup, archival, or audit purposes. Furthermore, Designspiration and its users may retain and continue to use, store, display, reproduce, save, modify, create derivative works, perform, and distribute any of your User Content that other users have stored or shared through Designspiration.

2.4. Your Responsibility for User Content

You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Designspiration on or through the Services or the Additional Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

2.5. Removal of User Content

You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content (such as posts or comments you make) may not be completely removed and copies of your User Content may continue to exist on the Services and/or Additional Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.

2.6. Designspiration Intellectual Property

Designspiration may make available through the Services content that is subject to intellectual property rights. Designspiration retains all rights to that content.

2.7. Feedback You Provide

We value hearing from our users and are always interested in learning about ways we can make Designspiration more awesome. If you choose to submit comments, ideas or feedback, you agree that we are free to use them without any restriction or compensation to you. By accepting your submission, Designspiration does not waive any rights to use similar or related feedback previously known to Designspiration, or developed by its employees, or obtained from sources other than you.

Designspiration has adopted and implemented the Designspiration Copyright Policy in accordance with the Digital Millennium Copyright Act. It is Designspiration’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.

We care about the security of our users. While we work to protect the security of your content and account, Designspiration cannot guarantee that unauthorized third parties will not be able to defeat our security measures. You are solely responsible for maintaining the security of your account, including by maintaining strong passwords and not sharing your account credentials. Please notify us immediately of any compromise or unauthorized use of your account.

The Services and Additional Services may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Designspiration. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access any third-party website, service, or content from Designspiration, you do so at your own risk and you agree that Designspiration will have no liability arising from your use of or access to any third-party website, service, or content.

6.1. Pro Services

Designspiration offers some features of the Services for a fee (“Pro Services”). Our Pro Services automatically renew on a monthly or annual basis depending on which option you select. Fees payable for the Pro Services are not refundable, except as provided for in these Terms and pursuant to applicable law. We will notify you of upcoming renewal charges as applicable for your Pro Services subscription before they are made, as required by applicable law. If you fail to pay for the Pro Services, we may suspend or cancel your access to the Pro Services. Whether you select monthly or annual renewal, (each, a “Transaction”), you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. We may ask you to supply additional information relevant to your Transaction, including your credit card number, the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). By initiating a Transaction, you agree to the pricing, payment and billing policies applicable to such fees and charges, as posted or otherwise communicated to you. All payments for Transactions are non-refundable and non-transferable, except as expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.

6.2. Cancelling Pro Services

You may cancel your Pro Services for a full refund within ten (10) calendar days of your initial purchase. AFTER THAT, YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND AT ANY TIME. But if something unexpected happens in the course of completing a Transaction, we reserve the right to cancel your Transaction for any reason; if we cancel your Transaction we’ll refund any payment you have already remitted to us for such Transaction. Without limiting the foregoing, you may cancel your Pro Services at any time by logging into your account online. However, please note that such cancellation will be effective at the end of the then-current Pro Services period. EXCEPT AS SET FORTH ABOVE WITH RESPECT TO YOUR INITIAL PRO SERVICES PURCHASE, YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE FEE PAID FOR THE THEN CURRENT PRO SERVICES PERIOD AT THE TIME OF CANCELLATION. You will be responsible for all Pro Services fees (plus any applicable taxes and other charges) incurred for the then-current Pro Services period. If you cancel, your right to use the Pro Services will continue until the end of your then current Pro Services period and will then terminate without further charges.

You agree not to do any of the following:

• Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;

• Use, display, mirror or frame the Services or any individual element within the Services, Designspiration’s name, any Designspiration trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Designspiration’s express written consent;

• Access, tamper with, or use non-public areas of the Services, Designspiration’s computer systems, or the technical delivery systems of Designspiration’s providers;

• Attempt to probe, scan or test the vulnerability of any Designspiration system or network or breach any security or authentication measures;

• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Designspiration or any of Designspiration’s providers or any other third party (including another user) to protect the Services;

• Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Designspiration or other generally available third-party web browsers;

• Use the Services, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;

• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;

• Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;

• Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;

• Impersonate or misrepresent your affiliation with any person or entity;

• Violate any applicable law or regulation; or

• Encourage or enable any other individual to do any of the foregoing.

Designspiration is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

Designspiration may terminate or suspend the Services and our license to you at any time, with or without cause or notice to you. Upon termination, you continue to be bound by Sections 2, 6 (only for payments for Pro Services due prior to termination), and 8 through 14 of these Terms.

You agree to indemnify and hold harmless Designspiration and its officers, directors, employees and agents, from and against any claims, suits, proceedings, disputes, demands, liabilities, damages, losses, costs and expenses, including, without limitation, reasonable legal and accounting fees (including costs of defense of claims, suits or proceedings brought by third parties), in any way related to (a) your access to or use of our Services, (b) your User Content, or (c) your breach of any of these Terms.

The Services and all content on Designspiration (and the Additional Services) are provided on an "as is" basis without warranty of any kind, whether express or implied. Designspiration SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Designspiration takes no responsibility and assumes no liability for any User Content that you or any other user or third party posts or transmits using our Services. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DESIGNSPIRATION SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; OR (C) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. IN NO EVENT SHALL DESIGNSPIRATION’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED ONE HUNDRED U.S. DOLLARS (U.S. $100.00), OR THE AMOUNTS PAID OR PAYABLE BY YOU FOR YOUR USE OF THE SERVICES OR PRO SERVICES, WHICHEVER IS THE GREATER.

12.1. Mandatory Arbitration of Disputes

For any dispute you have with Designspiration, you agree to first contact us and attempt to resolve the dispute with us informally. If Designspiration has not been able to resolve the dispute with you informally, we each agree to resolve any claim, dispute, or controversy (excluding claims in small claims court and claims for injunctive or other equitable relief to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights) arising out of or in connection with or relating to these Terms by binding, individual arbitration and not in a class, representative or consolidated action or proceeding (“Arbitration”). You and Designspiration agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Designspiration are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.

12.2. Conducting Arbitration and Arbitration Rules

The Arbitration will be conducted by the American Arbitration Association ("AAA") under the Commercial Arbitration Rules then in effect for the AAA (“AAA Rules”), except as provided herein. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org. Unless you and Designspiration agree otherwise, the arbitration will be conducted in the county where you reside, unless both parties agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.

12.3. Arbitration Costs

Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA Rules, except that Designspiration will pay for your reasonable filing, administrative, and arbitrator fees if your claim for damages does not exceed $75,000 and is non-frivolous (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If we prevail in arbitration we will pay all of our attorneys’ fees and costs and won’t seek to recover them from you.

12.4. Injunctive and Declaratory Relief

Except as provided in Section 12.1 above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in Arbitration.

12.5. Class Action Waiver

ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND DESIGNSPIRATION ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. Further, if the parties’ dispute is resolved through Arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Arbitration section shall be null and void.

12.6. Severability

With the exception of any of the provisions in Section 12.5 of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

These Terms and any action related thereto shall be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of New York, without respect to its conflict of laws principles. We each agree to submit to the personal jurisdiction of a state court located in New York, New York or the United States District Court for the Southern District of New York, for any actions not subject to Section 12 (Arbitration). Our Services are controlled and operated from the United States, and we make no representations that they are appropriate or available for use in other locations.

14.1. Notification Procedures and Changes to These Terms

We may revise these Terms from time to time in our sole discretion and the most current version will always be posted on our website. If we determine that a revision is a material change we will notify you as provided in Section 14.6 below. It’s important that you review the Terms whenever we update them or you use the Services. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, please stop using the Services.

14.2. Reservation of Rights

Designspiration and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.

14.3. Assignment

Except as provided for by applicable law in your jurisdiction, these Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without Designspiration’s written consent, but may be assigned by Designspiration without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. Designspiration may assign these Terms without your consent. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

14.4. Entire Agreement/Severability

These Terms, together with the Privacy Policy and any amendments and any additional agreements you may enter into with Designspiration in connection with the Services, shall constitute the entire agreement between you and Designspiration concerning the Services. Except as provided for by these Terms, if any provision of these Terms is deemed invalid, then that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions of these Terms will remain in full force and effect.

14.5. No Waiver

No waiver of any provision of these Terms by Designspiration shall be deemed a further or continuing waiver of such provision or any other term, and Designspiration’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

14.6. Notices

Any notices or other communications provided by Designspiration under these Terms will be given: (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

14.7. Contact Information

If you have any questions about these Terms or the Services, please contact us.

Last modified: May 20, 2022

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