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Ivy – Terms of Use

Updated April 14th 2016

 

Artsetters Inc. (dba Ivy, referred to here as “Ivy,” “we,” “us,” “our”) provides its services (described below) to you through its website located at ivymark.wpengine.com (the “Website”) and related services (collectively, such services, including any new features and applications, and the Website, the “Service(s)”), subject to the following Terms of Use (as amended from time to time, the “Terms of Use”). The following terms set forth the legally binding terms governing your use of the Website and the Services. We urge you to read them carefully and refrain from using either any of the Website and/or the Services if you do not wish to be legally bound by the terms below. Your right to use the Services is expressly conditioned on acceptance of these Terms of Use.

 

Ivy reserves the right to modify these terms 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. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Use.

 

In addition, when using certain services, you will be subject to any additional terms applicable to such services that may be posted on the Service from time to time, including, without limitation, the Privacy Policy located at https://www.ivymark.com/privacy-policy. All such terms are hereby incorporated by reference into these Terms of Use.

 

Access and Use of the Service

Services Description: The Service is designed to provide Interior Designers (“Designers”), a project management tool to help better manage their day-to-day business with their clients and related parties (“Clients”) and third party vendors and suppliers (“Vendors”). Ivy may connect Clients to Designers for the purpose of purchasing or consuming goods and services. Designers may use the Service to promote and provide their goods and services to Clients and to manage their operations with Clients. Clients may use the service to find, hire and work with Designers.

 

Registration: To use Ivy, you must register by creating an account (the “Account”) using your email address and a password.

 

A confirmation of the activation of your Account will be sent to you to the indicated email address.

 

Only legal entities and physical persons are allowed to be a member of the Website.

 

You are solely responsible for keeping your password secret and secure and you agree to provide Ivy with truthful and correct information about you as required by the registration process or subscription and update this information promptly as needed to ensure that it remains fair and complete. You must notify Ivy immediately of any breach of security or unauthorized use of your Account.

 

A member account is not transferable.

 

Ivy reserves the right to refuse the registration of a member for any reason Ivy deems reasonable.

 

Modifications to Service: Ivy reserves the right to modify or discontinue the Service (or any part thereof), temporarily or permanently, with or without notice. You agree that Ivy 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 Ivy 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 Ivy’s servers on your behalf. You agree that Ivy 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 Ivy reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Ivy reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

 

Conditions of Use

Ivy’s Platform: Ivy offers a platform to help Interior Designers manage their workflow as well as their relationships with Vendors, Clients & other Third Parties. Ivy is not a party to any agreement between Designers, Clients and Vendors. All dealings are solely between the respective parties and Ivy will have no liability for any interactions between Clients, Vendors and Designers. Ivy is not responsible for any contracts or proposals that you upload to the Service other than making such contracts available for review and signature (including e-signature) as authorized by you. Notwithstanding the foregoing, Ivy may provide services relating to accepting payments from Clients and in such case, Ivy will transmit payment received on behalf of a Designer to the Designer. Ivy has no control over and does not guarantee the existence, quality, safety, or legality of any goods or services advertised by Designers; the truth or accuracy of any advertisements; the ability of Designers to sell goods or services; the ability of Clients to pay for any goods or services; or, the completion of any transaction on the Website. Ivy does not warrant or guarantee that any goods or services offered through the Service will meet a Client’s requirements.

 

User Conduct: You agree not to use Ivy for any illegal or unauthorized purpose and in accordance with the terms set forth by these Terms of Use and the Website’s policies.

 

You agree to comply with all applicable laws regarding online conduct and with respect to your content.

 

You are solely responsible for your conduct and any data, text, information, screen names, graphics, photos, profiles, audio and other media, links or any other content that you submit post or display on the Website.

 

As a Designer, you agree to deliver the items that have been purchased unless the material conditions of delivery are not met.

 

Designer is 100% liable for all purchases made on behalf of their client, not Ivy. 

 

You agree not to modify, adapt or hack the Website or modify another website so as to falsely imply that it is associated with Ivy.

 

You agree not to solicit, harass or impersonate Ivy users.

 

Furthermore, while Ivy discourages certain conduct and content on the Website, you acknowledge and agree the Website is a venue and as such is not responsible for the content posted on it. You agree to use the Website and use the Service at your own risk.

 

You are solely responsible for your Content (as defined herein). Your Content is defined as any information you provide to Ivy or other users in the registration, in the listing process (which may include items, item descriptions, messaging text, newsletters, photographs, audio, video and descriptions, content and any other information submitted via the Website, in any messaging service on the Website, in any public message area (including forums or feedbacks), or through any email feature. Ivy shall bear no liability whatsoever in respect of any of your Content and “Your Activities” which includes, for example, listing items, posting comments and/or blogging, providing feedback and the like, email, selling and buying products, communication with a party to a transaction etc. The following are examples of the kind of content and/or use that is illegal or prohibited by Ivy. Ivy reserves the right to investigate and take appropriate legal action against anyone who, in Ivy’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:

 

  • upload any content that (i) you do not have a right to upload under any law or under contractual or fiduciary relationships; (ii) poses or creates a privacy or security risk to any person; (iii) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; or in the sole judgment of Ivy, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Ivy or its users to any harm or liability of any type;
  • harass, stalk or abuse another user of the Website;
  • be false, misleading, untruthful or inaccurate, defamatory, trade libelous, unlawfully threatening or unlawfully harassing, harmful, abusive, vulgar, promote violence, racial hatred terrorism or illegal acts;
  • be fraudulent or involve the sale of illegal, counterfeit, stolen items or items which violate the Terms of Use in any way;
  • infringe any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity;
  • violate any law, local, state, federal or international law, statute, ordinance or regulation;
  • be obscene or contain child pornography;
  • contains software viruses, worms, trojan horses, time bombs, trap doors or any other computer code, files or programs or repetitive requests for information designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of the Website or the Service;
  • interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; impersonate any person or entity, or falsely state or otherwise misrepresent your credentials or your affiliation with a person or entity;
  • solicit personal information from anyone under the age of 18;
  • create liability for Ivy or cause Ivy to lose (in whole or in part) the services of Ivy’s ISPs or other suppliers;
  • lead us to violate any applicable law, statute, ordinance or regulation, or this Terms of Use.

 

You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our Service and your listings, purchases, solicitation of offers, and sale of items, if and to the extent applicable.

 

Fees: To the extent the Service or any portion thereof is made available for any fee, or you are a Client paying a Designer for goods or services via the Service, you will be required to provide Ivy information regarding your credit card or other payment instrument. You represent and warrant to Ivy 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. If you dispute any charges by Ivy you must let Ivy know within thirty (30) days after the date that Ivy charges you. If you dispute any charges by a Client, you must contact the Client directly. As a Designer, if you agree to refund any fees to a Client, you are responsible and will pay Ivy (and Ivy may retain) any transaction costs associated with such refund.  As a Designer, you will be required to select a payment plan which may include a membership fee to be paid upon registration to our Services and you agree to pay a pre-selected percentage of money you receive from purchases made by Clients of your goods and services through the Service when paid via credit card or wire transfer (meaning you will pay Ivy a percentage of each such transaction, as set forth in further detail on the Service).

 

We reserve the right to change Ivy’s prices. If prices are changed or updated by Ivy, we will provide notice of the change on the Website or by email, at Ivy’s option, at least 30 days before the change takes effect. To the extent you continue to use the service after the price change becomes effective, such use constitutes your agreement to pay the prices as amended. You shall be responsible for all taxes associated with the services other than taxes based on Ivy’s net income.

 

Unless otherwise stated, all fees are quoted in U.S. Dollars (USD) and do not include Value Added Taxes, if applicable.

 

Ivy may choose to temporarily change its fees for promotional events or new services; these changes are effective when we announce the promotional event or new service.

 

You, as a Designer, undertake to pay the Ivy fees when they are due. If we are unable to collect any fees from you, we may limit your ability to use our services and we may collect fees owed using any legal manners without prejudice to any other right or remedy we may be entitled to under these Terms of Use or by Law.

 

When a Designer faces a credit card disputes they agree to reimburse Ivy within 48-hours of the date the dispute was initiated. 

 

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

You hereby grant to Ivy the right to use your trademark, logo and Content in promotional campaign in all forms of media. You expressly agree that Ivy is allowed to use your trademark, logo and Content in marketing materials and on its website and to identify you as a customer.

 

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 Ivy, 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 Content that you legally upload to the Service. In connection with your use of the Services you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Ivy 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 Ivy and its affiliates and licensors (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 Ivy.

 

The Ivy name and logos are trademarks and service marks of Ivy (collectively the “Ivy Trademarks”). Other Ivy, 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 Ivy. Nothing in this Terms of Use or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Ivy Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Ivy Trademarks will inure to our exclusive benefit.

 

Third Party Material: Under no circumstances will Ivy 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 Ivy does not pre-screen content, but that Ivy 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, Ivy and its designees will have the right to remove any content that violates these Terms of Use or is deemed by Ivy, 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.

 

Copyright Infringement Policy: Ivy is committed to protecting the rights of copyright rights holders and seeks to comply with all applicable laws and regulations regarding the protection of intellectual property.

 

If you are a copyright owner or an agent thereof and believe that any user submission or other Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C. § 512(c)(3) for further detail):

 

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works within the Service are covered by a single notification, a representative list of such works that appear within the Service;
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
  • Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

 

Ivy will process any notices of alleged copyright infringement and will take appropriate actions under the DMCA. Upon receipt of notices complying with the DMCA, Ivy will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing.

 

Ivy may notify the owner or administrator of the affected Content so that he or she can make a counter-notification pursuant to his or her rights under the DMCA. If you receive such a notice, you may provide counter-notification in writing to Ivy’s designated agent (the “Designated Agent”) that includes the information below. To be effective, the counter-notification must be a written communication that includes the following:

 

  • Your physical or electronic signature;
  • Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
  • A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
  • Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a Federal District Court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which Ivy may be found, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

 

Notices of claimed infringement and counter-notifications should be directed to the Designated Agent by mailing all required documentation to: IVY 333 Main street, 7E, San Francisco CA 94105 ATTN: COPYRIGHT INFRINGEMENT DESIGNATED AGENT or by email to hello@ivymark.com with the words “Attn Copyright Infringement Designated Agent” in the subject line.

 

Third Party Websites: The Service may provide, or third parties may provide, links or other access to or linking with information included in other sites and resources on the Internet. Ivy has no control over such sites and resources and Ivy is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that Ivy 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 Ivy is not liable for any loss or claim that you may have against any such third party. To the extent you choose to link or provide or provide access to Ivy with any third party site or service, you agree that such information will be handled and used in accordance with Ivy’s Privacy Policy.

 

Payment processing services for Designers on Ivy are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate an Ivy Account, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of our enabling payment processing services through Stripe, you agree to provide us with accurate and complete information about you and your business, and you authorize Ivy to share it and transaction information related to your use of the payment processing services provided by Stripe.

 

Indemnification

You agree to indemnify, defend and hold Ivy, its affiliates, related bodies corporate, shareholders, officers, employees, agents and representatives harmless from and against any and all claims, loss, damage, tax, liability and/or expense, including but not limited to legal costs made by any third party due to or arising out of your breach of these Terms of Use, the Privacy Policy or any other policy documents and community guidelines as may be posted on the Website from time to time, or your violation of any law or the right of a third party. 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

IVY, IVY’S OFFICERS, DIRECTORS, EMPLOYEES AND IVY’S SUPPLIERS PROVIDE IVY’S WEBSITE AND SERVICES “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. IVY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

 

IVY DOES NOT BUY OR SELL OR REPRESENT ANY DESIGNER OF ITEMS ON THE WEBSITE AND DISCLAIMS ANY LIABILITY FOR THE SALE OR ATTEMPTED SALE OF ITEMS ON AND VIA THE WEBSITE. IVY DOEST NOT WARRANT THAT THE SERVICES OR THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR THAT ANY DEFECTS IN THE SERVICE WILL BE CORRECTED. THERE MAY BE DELAYS, OMISSIONS AND INTERRUPTIONS IN THE AVAILABILITY OF THE WEBSITE.

 

 

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT IVY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFIT INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF IVY 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 SERVICES; (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 SERVICES; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL IVY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID IVY IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

 

SOME JURISDICTIONS DO NOT ALLOW THE 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. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

 

Disputes and Governing Law

In the event a dispute arises between you and Ivy, please email Ivy at admin .comand we will work quickly towards a solution. We encourage you to report all user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity. Any dispute between you and Ivy arising from this Agreement shall be finally settled by arbitration in San Francisco, CA, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services Inc.

 

These Terms of Use shall be construed and interpreted in accordance with the laws of the State of California excluding its conflict of law rules.

 

You agree that any cause of action arising out or related to the Website or these Terms of Use must begin within 12 months after the cause of action arose. Otherwise, the action is barred.

 

Termination

You agree that Ivy, in its sole discretion, may suspend or terminate your Account (or any part thereof) or use of the Services and remove and discard any content within the Services, for any reason, including, without limitation, for lack of use or if Ivy believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Use. 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. Ivy may also in its sole discretion and at any time discontinue providing the Services, or any part thereof, with or without notice. You agree that any termination of your access to the Services under any provision of this Terms of Use may be effected without prior notice, and acknowledge and agree that Ivy 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 Services. Further, you agree that Ivy will not be liable to you or any third party for any termination of your access to the Services.

 

You can remove your profile at any time by deleting your Account. You will not be entitled to a refund of any payment as a consequence of the termination of your membership.

 

 

User Disputes

You agree that you are solely responsible for your interactions with any other user in connection with the Service and Ivy will have no liability or responsibility with respect thereto. Ivy reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.

 

General

These Terms of Use constitute the entire agreement between you and Ivy and govern your use of the Services, superseding any prior agreements between you and Ivy with respect to the Services. 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. You may not assign these Terms of Use without the prior written consent of Ivy, but Ivy may assign or transfer these Terms of Use, in whole or in part, without restriction. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Services may also provide notices to you of changes to these Terms of Use or other matters by displaying notices or links to notices generally on the Service.

 

Your Privacy

At Ivy, we respect the privacy of our users. For details please see our Privacy Policy. By using the Services, you consent to our collection and use of personal data as outlined therein.

 

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 Ivy, Inc., (650) 924-0244, 539 Bryant St, Suite 210, San Francisco, CA 94107.

 

Questions? Concerns? Suggestions?

 

Please contact us at hello@ivymark.com to report any violations of these Terms of Use or to pose any questions regarding this Terms of Use or the Services.