Plato Design, Inc. d/b/a CollabWest (“CollabWest,” “we,” “us,” “our”) provides our services (described below) to you through our website located at www.CollabWest.com (the “Site”) (collectively, such services, including any new features and applications, and the Site, the “Service(s)”), subject to the following Terms of Service Agreement (as amended from time to time, the “Terms of Service”).By accepting this Terms of Service or by accessing or using the Service or Site, you acknowledge that you have read, understood, and agree to be bound by this Terms of Service.If you are entering into this Terms of Service on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this Terms of Service, in which case the terms “you” or “your” shall refer to such entity and its affiliates.If you do not have such authority, or if you do not agree with this Terms of Service, you must not accept this Terms of Service and may not use the Service.
We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time.If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised.We will also notify you, either through the Services user interface, in an email notification or through other reasonable means.Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately.Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service.
THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST CollabWest TO BINDING AND FINAL ARBITRATION.UNDER THE ARBITRATION AGREEMENT, (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST CollabWest ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.
Access and Use of the Service
Services Description:CollabWest provides branding and creative design services.
Account, Password and Security:You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account.You agree to (a) immediately notify CollabWest of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service.CollabWest will not be liable for any loss or damage arising from your failure to comply with this Section.
Modifications to Service:CollabWest reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice.You agree that CollabWest will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
General Practices Regarding Use and Storage: You acknowledge that CollabWest may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on CollabWest’s servers on your behalf.You agree that CollabWest has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service.You acknowledge that CollabWest reserves the right to terminate accounts that are inactive for an extended period of time.You further acknowledge that CollabWest reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Additional Terms: To receive certain Services, you may be required to agree to additional terms and conditions covering the specific details of particular projects, budgets, timelines, payment terms and the like.Any such additional terms and conditions will be set forth in a separate services agreement (with accompanying project briefs) between you and CollabWest that will supplement this Terms of Service (each a “Services Agreement”).Each Services Agreement shall be subject to this Terms of Service, but if there is any conflict between this Terms of Service and any Services Agreement, the Services Agreement shall control.
Conditions of Use
User Conduct:You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials (“content”) that you upload, post, publish or display (hereinafter, “upload”) or email or otherwise use via the Service.The following are examples of the kind of content and/or use that is illegal or prohibited by CollabWest.CollabWest reserves the right to investigate and take appropriate legal action against anyone who, in CollabWest’s sole discretion, violates this provision, including without limitation, removing the offending content from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities.You agree to not use the Service to:
Fees: To the extent the Service or any portion thereof is made available for any fee, you will be required to select a payment plan and provide CollabWest information regarding your credit card or other payment instrument.You represent and warrant to CollabWest that such information is true and that you are authorized to use the payment instrument.You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur.You agree to pay CollabWest the amount that is specified in the payment plan in accordance with the terms of such plan and this Terms of Service.If you dispute any charges you must let CollabWest know within thirty (30) days after the date that CollabWest charges you.We reserve the right to change CollabWest’s prices.If CollabWest does change prices, CollabWest will provide notice of the change on the Site or in email to you, at CollabWest’s option, at least 30 days before the change is to take effect.Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount.CollabWest may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by CollabWest thirty (30) days after the mailing date of the invoice, or the Services may be terminated.Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection.You shall be responsible for all taxes associated with the Services other than U.S. taxes based on CollabWest’s net income.
Special Notice for International Use; Export Controls:Software (defined below) available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls.No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws.Downloading or using the Software is at your sole risk.Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Service, including as it concerns online conduct and acceptable content.
Commercial Use:Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload for any commercial purposes, any portion of the Service, use of the Service, or access to the Service.
Intellectual Property Rights
Service Content, Software and Trademarks:You acknowledge and agree that the Service may contain content or features (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws.Except as expressly authorized by CollabWest, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Service.In connection with your use of the Service you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods.If you are blocked by CollabWest from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address).Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited.The technology and software underlying the Service or distributed in connection therewith are the property of CollabWest, our affiliates and our partners (the “Software”).You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software.Any rights not expressly granted herein are reserved by CollabWest.
The CollabWest name and logos are trademarks and service marks of CollabWest (collectively the “CollabWest Trademarks”).Other company, product, and service names and logos used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to CollabWest.Nothing in this Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of CollabWest Trademarks displayed on the Service, without our prior written permission in each instance.All goodwill generated from the use of CollabWest Trademarks will inure to our exclusive benefit.
Third Party Material:Under no circumstances will CollabWest be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content.You acknowledge that CollabWest does not pre-screen content, but that CollabWest and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, CollabWest and its designees will have the right to remove any content that violates these Terms of Service or is deemed by CollabWest, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
User Content Transmitted Through the Service:With respect to the content or other materials you upload through the Service or share with other users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein.By uploading any User Content you hereby grant and will grant CollabWest and its affiliated companies a nonexclusive, worldwide, royalty free, fully paid up, transferable, sublicensable, perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content in connection with the operation of the Service in any form, medium or technology now known or later developed.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service (“Submissions”), provided by you to CollabWest are non-confidential and CollabWest will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
You acknowledge and agree that CollabWest may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of CollabWest, its users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
Third Party Websites
The Service may provide, or third parties may provide, links or other access to other sites and resources on the Internet.CollabWest has no control over such sites and resources and CollabWest is not responsible for and does not endorse such sites and resources.You further acknowledge and agree that CollabWest will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource.Any dealings you have with third parties found while using the Service are between you and the third party, and you agree that CollabWest is not liable for any loss or claim that you may have against any such third party.
Third Party Services
In addition, CollabWest is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Third Party Services. As such, CollabWest is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Third Party Services. CollabWest enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.
Indemnity and Release
You agree to release, indemnify and hold CollabWest and its affiliates and their officers, employees, directors and agents (collectively, “Indemnitees”) harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service or your violation of any rights of another. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Indemnitee from or against any liability, losses, damages or expenses incurred as a result of any action or inaction of such Indemnitee. If you are a California resident, you waive California Civil Code Section 1542, which says: “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.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
Disclaimer of Warranties
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CollabWest EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
CollabWest MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT CollabWest WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF CollabWest HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL CollabWest’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID CollabWest IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY.IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.
Dispute Resolution By Binding Arbitration: PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
This Dispute Resolution by Binding Arbitration section is referred to in this Terms of Service as the “Arbitration Agreement.”You agree that any and all disputes or claims that have arisen or may arise between you and CollabWest, whether arising out of or relating to this Terms of Service (including any alleged breach thereof), the Services, any advertising, any aspect of the relationship or transactions between us, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify.Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf.You agree that, by entering into this Terms of Service, you and CollabWest are each waiving the right to a trial by jury or to participate in a class action.Your rights will be determined by a neutral arbitrator, not a judge or jury.The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
You and CollabWest agree that each may bring claims against the other only on an individual basis and not as plaintiff or class member in any purported class or representative action or proceeding. Unless both you and CollabWest agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims and may not otherwise preside over any form of a consolidated, representative, or class proceeding.Also, the arbitrator may award relief (including monetary, injunctive, and declaratory relief) only in favor of the individual party seeking relief and only to the extent necessary to provide relief necessitated by that party’s individual claim(s).
CollabWest is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at privacy@CollabWest.com.If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”).The Notice to CollabWest should be sent to 340 S Lemon Ave #2702, Walnut, CA 91789 (“Notice Address”).The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought.If CollabWest and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or CollabWest may commence an arbitration proceeding.During the arbitration, the amount of any settlement offer made by CollabWest or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or CollabWest is entitled.
Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement.If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration.The arbitrator must also follow the provisions of these Terms of Service as a court would.All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement.Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms of Service and applicable law.Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.Unless CollabWest and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances.If the parties are unable to agree on a location, the determination shall be made by AAA.If your claim is for $10,000 or less, CollabWest agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules.If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules.Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement.Any payment of attorneys’ fees will be governed by the AAA Rules.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement other than clause (b) above is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified.If a court or the arbitrator decides that any of the provisions of clause (b) is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void.The remainder of this Agreement will continue to apply.
Notwithstanding any provision in this Terms of Service to the contrary, CollabWest agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Services, you may reject any such change by sending CollabWest written notice within thirty (30) calendar days of the change to the Notice Address provided above.By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms of Service (or accepted any subsequent changes to these Terms of Service).
You agree that CollabWest, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Service and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if CollabWest believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. CollabWest may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of this Terms of Service may be effected without prior notice, and acknowledge and agree that CollabWest may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that CollabWest will not be liable to you or any third party for any termination of your access to the Service.
You agree that you are solely responsible for your interactions with any other user in connection with the Service and CollabWest will have no liability or responsibility with respect thereto.CollabWest reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.
These Terms of Service constitute the entire agreement between you and CollabWest and govern your use of the Service, superseding any prior agreements between you and CollabWest with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. These Terms of Service will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and CollabWest agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco County, California. The failure of CollabWest to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign this Terms of Service without the prior written consent of CollabWest, but CollabWest may assign or transfer this Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service.
Notice for California Users
Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at Plato Design, Inc., 340 S Lemon Ave #2702, Walnut, CA 91789.
Questions? Concerns? Suggestions?\ Please contact us at privacy@CollabWest.com to report any violations of these Terms of Service or to pose any questions regarding this Terms of Service or the Service.