Client Portal Policies

As of: September 15, 2019

West 7th Design Studio, LLC (“West 7th Design Studio,” “the Studio,” “w7th,” “we,” or “us”) makes the West 7th Design Studio Client Portal (“the Portal”), available to you conditioned upon your acceptance, without modification, of the following terms of use and conditions. By using the Portal, you accept, without modification, these terms and conditions.

Modifications to These Terms

We may make changes to these Terms from time to time at our sole discretion, by updating the revised Terms here and specifying the effective date of the new version of the Terms. Your use of the Portal following the posting of a new version of the Terms constitutes your acceptance of any such changes.

Portal Content

This Portal contains a variety of information and content, including: (1) confidential and copyrighted material, such as information, text, directories, graphics, photographs, illustrations, images, video and audio clips, sound clips, advertising and promotional materials, data, software, compilations, designs, graphical interface, and overall “look and feel,” (2) trademarks, logos, trade names, service marks, and trade identities, whether registered or unregistered (collectively the “Trademarks”), and (3) other forms of information and intellectual property (all of the foregoing collectively and individually are referred to as “Content”).

Ownership

All right, title, and interest in and to the Content available via the Portal is the property of the Studio or its licensors, and is protected by U.S. copyright, trademark, patent, or other proprietary rights and laws as defined in the West 7th Design Studio Design Contract. You may not copy or otherwise use any of the Content except as expressly authorized by these Terms, as applicable.

User Contributions

The Portal will provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Portal, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively and individually referred to as “Contributions”). Contributions may be viewable by other authorized users of the Portal with access to your project. When you create or make available any Contributions, you thereby represent and warrant that:

• The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
• You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Portal, and other users of the Portal to use your Contributions in any manner contemplated by the Portal and these Terms of Use.
• You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Portal and these Terms of Use.
• Your Contributions are not false, inaccurate, or misleading.
• Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
• Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
• Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
• Your Contributions do not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another.
• Your Contributions do not violate any applicable law, regulation, or rule.
• Your Contributions do not violate the privacy or publicity rights of any third party.
• Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
• Your Contributions do not violate any federal or state law concerning child pornography, or otherwise intended to protect the health or well-being of minors;
• Your Contributions do not include any offensive comments that are connected to race, national origin, gender identity, sexual orientation, or physical or mental handicap.
• Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.

Any use of the Portal in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Portal.

Contribution License

By posting your Contributions to any part of the Portal, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, publish, broadcast, retitle, archive, store, cache, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for the purposes of completing your project as well as commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.The Studio does not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Portal. You are solely responsible for your Contributions to the Portal and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Portal; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.

Scope of Use

You may not access or use the Portal for any purpose other than that for which we make the Portal available – client communication and business services and lawful purposes, and you agree that you shall at all times comply with all applicable laws, statutes, rules, regulations, ordinances and the like applicable to your use of the Portal. Except to the extent otherwise expressly written consent of the Studio, you may not use any Content available via the Portal in any manner except for decision making purposes with your stakeholders or other applicable persons. Any unauthorized use of any Content from the Portal may violate copyright laws, trademark laws, privacy laws and/or other laws or regulations as well as violate the terms agreed upon in the West 7th Design Studio Design Contract. As a user of the Portal, you agree not to:

• Systematically retrieve data or other content from the Portal to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
• Make any unauthorized use of the Portal, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
• Use a buying agent or purchasing agent to make purchases on the Portal.
• Use the Portal to advertise or offer to sell goods and services.
• Circumvent, disable, or otherwise interfere with security-related features of the Portal, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Portal and/or the Content contained therein.
• Engage in unauthorized framing of or linking to the Portal.
• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
• Interfere with, disrupt, or create an undue burden on the Portal or the networks or services connected to the Portal.
• Attempt to impersonate another user or person or use the username of another user.
• Sell or otherwise transfer your profile.
• Use any information obtained from the Portal in order to harass, abuse, or harm another person.
• Use the Portal as part of any effort to compete with us or otherwise use the Portal and/or the Content for any revenue-generating endeavor or commercial enterprise.
• Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Portal.
• Attempt to bypass any measures of the Portal designed to prevent or restrict access to the Portal, or any portion of the Portal.
• Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Portal to you.
• Delete the copyright or other proprietary rights notice from any Content.
• Copy or adapt the Portal’s software, including but not limited to PHP, HTML, JavaScript, or other code.
• Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Portal or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Portal.
• Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
• Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Portal, or using or launching any unauthorized script or other software.
• Disparage, tarnish, or otherwise harm, in our opinion, the Studio and/or the Portal.
• Use the Portal in a manner inconsistent with any applicable laws or regulations.

Accuracy of Information You Provide

You will use the Portal only with your User ID and password and you will not impersonate any person or entity, or falsely state or otherwise misrepresent your identity or any information you submit to the Portal. You agree to provide true, accurate, current, and complete information about yourself, and, as permitted, to maintain and update it continuously and promptly to keep it true, accurate, current, and complete.

Password Obligations

You agree to accept responsibility for all activities that occur under your Username and Password. You are responsible for maintaining the confidentiality of your Password, and for restricting access to your computer so that others may not access the Portal in your name and under your Username and Password. You agree to immediately notify us of any unauthorized use of your Username or Password or any other breach of security. We shall not be liable for any loss or damage arising from your negligence or failure to comply with any of the foregoing obligations.

Links to Other Sites

The Portal may provide links to other web sites and/or resources (including advertisements) that we do not maintain or are not under our control (“Third Party Web Sites”). Your dealings with such Third Party Web Sites are solely between you and such third parties. We are not responsible for, and we make no representations or warranties with respect to, the content, products, services, personal information practices, ownership, or legality of any such linked Third Party Web Site unless expressly stated by us. Your use of such Third Party Web Sites is subject to the terms and conditions established by such third parties, and we encourage you to review their user terms and privacy policies before you use their services. Your access to and use of such Third Party Web Sites is solely at your own risk, and you agree that we will neither be responsible nor liable for any loss or damage of any sort that you may suffer as the result of your dealings with such Third Party Web Sites.

Portal Modification, Suspension, and Access

We reserve the right to change, modify, or remove the contents of the Portal at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Portal. We also reserve the right to modify or discontinue all or part of the Portal without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Portal.We cannot and do not guarantee the Portal will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Portal, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Portal at any time or for any reason without notice to you. We may also refuse or restrict anyone from access to all or part of the Portal at our sole discretion. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Portal during any downtime or discontinuance of the Portal. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Portal or to supply any corrections, updates, or releases in connection therewith.

Portal Management

The Studio reserves the right, but not the obligation, to: (1) monitor the Portal for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Portal or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Portal in a manner designed to protect our rights and property and to facilitate the proper functioning of the Portal.

Disclaimer of Warranties

YOU UNDERSTAND AND AGREE THAT THE PORTAL AND ALL CONTENT ON IT IS PROVIDED ON AN “AS IS,” “AS AVAILABLE,” BASIS “WITH ALL FAULTS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WEST 7TH DESIGN STUDIO EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND UNDERTAKINGS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY HAVE OTHER RIGHTS WHICH VARY BY JURISDICTION.

Limitation of Liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, YOU AGREE THAT WEST 7TH DESIGN STUDIO IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, ECONOMIC, OR PUNITIVE DAMAGES), WHETHER BASED IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE INCLUDING, WITHOUT LIMITATION, ANY LOSS OR DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH OR RELATING TO YOUR USE OF THIS PORTAL OR WITH THE DELAY OR INABILITY TO USE THIS PORTAL, OR FOR ANY INFORMATION, CONTENT, PRODUCTS, AND/OR SERVICES OBTAINED THROUGH THIS PORTAL, OR OTHERWISE ARISING OUT OF THE USE OF THIS PORTAL, EVEN IF WEST 7TH DESIGN STUDIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT AND UNDER NO CIRCUMSTANCES WILL WEST 7TH DESIGN STUDIO BE LIABLE TO YOU FOR ANY REASON OR ANY CAUSE OF ACTION WHATSOEVER IN ANY AMOUNT.BY AGREEING TO THE TERMS, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Portal; (3) breach of these Terms of Use; (4) any breach of your representations and warranties set forth in these Terms of Use; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Portal with whom you connected via the Portal. Notwithstanding the foregoing, we reserve 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, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

Electronic Communications, Transactions, and Signatures

Visiting the Portal, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Portal, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE PORTAL. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

Violations

Any violation of these Terms (as determined by the Studio at its sole discretion) may result in restriction or termination of your access to all or part of the Portal and may be referred to law enforcement authorities. No waiver of any of these Terms shall be of any force or effect unless made in writing and signed by a duly authorized officer of West 7th Design Studio.

Governing Law

These Terms shall be governed by the laws of the State of Maryland, the United States of America and international copyright laws. You agree to submit to the jurisdiction of the State of Maryland for any and all disputes, claims and actions arising out of or in connection with the information provided to you herein.

Entire Agreement

These Terms and the Portal Privacy Policy (see tab) constitute the entire agreement between West 7th Design Studio and you pertaining to the use of the Portal and any information contained herein and supersedes any and all prior written or oral communications and/or agreements previously existing between us. We reserve the right, at our sole discretion, to modify, alter, or otherwise change these Terms.

Contact Information

If you have any questions or concerns with respect to these Terms or the Portal, you may contact us by email at info@w7th.com.