Introduction

Welcome to Octo Web Studios. By signing up with us, and being a Client, you agree to be legally bound by these Terms and Conditions of Use (the “Terms and Conditions”), including those terms and conditions incorporated by reference. Please read these Terms and Conditions carefully. If you do not accept these Terms and Conditions, you may not use our services. Octo Web Studios may revise these Terms and Conditions at any time by updating this posting. You should visit this web page periodically to review the Terms and Conditions. In these Terms and Conditions, all services provided by and related to Octo Web Studios, and all text, images, photographs, user interface, “look” and “feel”, data and other content included at Octo Web Studios from time to time (including, without limitation, the selection, coordination, and arrangement of such content) are sometimes referred to as the “Web Site” and/or “Service.” You acknowledge and agree that Octo Web Studios shall have the right (but not the obligation) in its sole discretion, to pre-screen, refuse or remove any project and/or user-provided content that violates these Terms and Conditions or is otherwise objectionable, including, without limitation, projects or content that is illegal, obscene, indecent, defamatory, incites religious, racial or ethnic hatred, or violates the rights of others. Activity that is brought to our attention which appears in our sole judgment to violate the law will be brought to the attention of the proper authorities.

You acknowledge, consent and agree that Octo Web Studios may access, preserve, and disclose your account information and content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms and Conditions; (c) respond to claims that any content violates the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of Octo Web Studios, its users and the public.

You acknowledge, consent and agree that Octo Web Studios may access, preserve, and disclose your account information and content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms and Conditions; (c) respond to claims that any content violates the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of Octo Web Studios, its users and the public.

Octo Web Studios reserves the right to modify, amend, update and change these Terms and Conditions from time to time without notice. You are responsible for regularly viewing these Terms and Conditions. You acknowledge and agree that Octo Web Studios shall not be liable to you or to any third party for any modification, amendment, suspension, discontinuance, or other change to these Terms and Conditions.

1. Octo Web Studios Technicalities

(a) Description. Octo Web Studios Service is an online offering where individuals or entities that have signed up with Octo Web Studios as clients (each, a “Client”) can post specific assignments and project descriptions, including illustrative samples or other media (each, a “Creative Brief”), revise those Creative Briefs (each, a “Revision Brief”) and obtain responses (each, a “Response”) to those Creative or Revision Briefs from design experts retained by Octo Web Studios (“Members”). Octo Web Studios will provide you, as the Client, the Service according to the Package you have chosen. Your Responses will be created iteratively through a drafting cycle of Creative Briefs, Revision Briefs, and Responses, ultimately resulting in a final Response conforming to your various Creative and Revision Briefs.

(b) Creative Brief and Responses. You are solely responsible for preparing and posting detailed descriptions of each of your Creative Briefs to the Web Site, including providing samples illustrating your Creative Brief and any relevant deadlines. For each Response to a Creative Brief that you want to receive, a term sheet (a “Term Sheet”) will be generated that will contain, and be subject to, the terms and conditions you have established for the Creative or Revision Brief. Octo Web Studios is under no obligation to review a Creative or Revision Brief or Term Sheet for any purpose, including accuracy, completeness of information, quality, or clarity. Octo Web Studios may decide, in its sole discretion, to deny a Creative or Revision Brief or a Term Sheet.

(c) Reviewing Responses. When Octo Web Studios provides you with a Response, you are responsible for reviewing the Response. If you fail to promptly inform Octo Web Studios that the Response is not reasonably responsive to the related Term Sheet or Creative Brief, you will be deemed to have accepted the Response. If you notify Octo Web Studios that you think a Response is not reasonably responsive to the related Creative Brief, you shall then submit to the Web Site a Revision Brief containing information regarding amendments or modifications to be made to the initial Response. After you provide Octo Web Studios with a Revision Brief, Octo Web Studios will provide you with a subsequent Response that conforms to the additional criteria you requested. Octo Web Studios is not responsible for the content of Responses developed to the extent that such Responses are prepared to conform to your Creative or Revision Briefs.

(d) Revision Cycles. Revision cycles generally consist of 2-6 additional compositions that incorporate changes you request in a Revision Brief. The purpose of the revision process is to create Responses that move your project forward in the specific direction you have determined. You may request significant changes in the first and second cycles, and the Responses generated might be quite different in nature from the original composition you selected. By the third revision request, your requests shall be modifications of the current composition only.

2. Eligibility, Access, Use and Service

(a) Eligibility Requirements. To register as a Client, you must be at least 18 years of age, agree to these Terms and Conditions, and Octo Web Studios privacy policy (located at https://www.designastero.com/privacy-policy), and complete the registration procedure. By registering as a Client, you represent and warrant that you meet these eligibility requirements, that the information you include as part of the registration process is complete and accurate, and if you are registering on behalf of an entity, that you are authorized to bind that entity to these Terms and Conditions. Octo Web Studios may accept or reject your registration at its sole discretion.

(b) Authorization to Use; Permitted Uses. You may access and use the Service solely in accordance with these Terms and Conditions and any posted policies and procedures that appear on the Web Site. You may provide Creative Briefs and obtain Responses only if you register as a Client. Any use of the Web Site is at your sole risk and responsibility. Subject to these Terms and Conditions, you may (i) display the Web Site on an Internet access device, and (ii) on an occasional, infrequent, and ad hoc basis, and only in circumstances that constitute “fair use” under United States copyright law, print copies of insubstantial portions of the Web Site.

(c) Prohibited Uses. Except as expressly permitted in these Terms and Conditions, you may not display or print the Web Site and in no event may you broadcast, circulate, distribute, download, perform, publish, rent, reproduce, sell, store, transmit or create decorative works from the Web Site. Additionally, you agree to comply with all applicable laws (including, without limitation, any applicable export controls) in connection with your use of the Service, and with such further limitations or rules as may be set forth on the Web Site. Without limiting the foregoing, you agree not to transmit, distribute, post, communicate or store information or other material on, to, or through the Web Site that (i) is copyrighted, unless you are the copyright owner; (ii) reveals trade secrets, unless you own them; (iii) infringes on any other proprietary or intellectual property rights of others, on the privacy or publicity rights of others, or any statutory right; (iv) is obscene, defamatory, threatening, harassing, abusive, hateful, or embarrassing to any other person or entity; (v) is sexually-explicit; (vi) constitutes advertisements or solicitations of business, chain letters or pyramid schemes; or (vii) contains viruses, Trojan horses, worms, time bombs, or other computer programming routines or engines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information. You further agree not to (a) use any incomplete, false or inaccurate biographical information or other information for purposes of registering as a Client; (b) delete or revise any material or other information of any other user of Octo Web Studios; (c) take any action that imposes an unreasonable or disproportionately large load on the Web Site’s infrastructure; (d) use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any activity being conducted on the Web Site; (e) use or attempt to use any engine, software, tool, agent or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Web Site, other than the search engine and search agents available from Octo Web Studios on the Web Site and other than generally available third-party web browsers (e.g., Microsoft Internet Explorer and Netscape Navigator); or (f) attempt to decipher, decompile, disassemble or reverse-engineer any of the software comprising or in any way making up a part of the Web Site.

(d) Web Site Security. You are prohibited from violating or attempting to violate the security of the Web Site, including, without limitation, (i) accessing data not intended for you or logging into a server or account that you are not authorized to access; (ii) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (iii) attempting to interfere with service to any user, host or network, including, without limitation, by way of submitting a virus to, or overloading, “flooding”, “spamming”, “mailbombing” or “crashing”, the Web Site;

(e) sending unsolicited email to any user of the Web Site, including promotions and/or advertising of products or services; or (v) forging any TCP/IP packet header or any part of the header information in any email or posting generated in connection with the Service. Violations of system or network security may result in civil or criminal liability. Octo Web Studios will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. Octo Web Studios reserves the right to review postings on the Web Site, to remove any postings, and to terminate your ability to communicate with, or post to, the Web Site at any time without notice, at its sole discretion. Octo Web Studios will use commercially reasonable efforts not to disclose any information you communicate with or post to, the Web Site, but reserves the right to disclose such information to the extent necessary to satisfy any applicable law, regulation, legal process or governmental request, and the right to edit, refuse to post or to remove any information or materials, in whole or in part.

(e) Operation of Web Site. Octo Web Studios shall not be responsible for any delays or interruptions of, or errors or omissions contained in, the Web Site. Octo Web Studios reserves the right, but shall not be required, to correct any such delays, interruptions, errors, or omissions. Although Octo Web Studios intends to use commercially reasonable efforts to make the Web Site and Service accessible, Octo Web Studios makes no representation, warranty, or covenant that the Web Site or Service will be available at all times or at any time. Various circumstances may prevent or delay availability, including telecommunications and/or server problems. Octo Web Studios may at any time discontinue the Web Site in whole or in part, may change or eliminate any transmission method, and may change transmission speeds or other signal characteristics. Octo Web Studios shall not be responsible for any loss, cost, damage, or liability that may result from any of the circumstances, actions, or inactions described in this paragraph.

3. Ownership; Rights to Use

(a) Web Site and Service Generally. Except as expressly contemplated under these Terms and Conditions, as between Octo Web Studios and you, Octo Web Studios will own all right, title, and interest in and to all copyright, trademark, service mark, patent, trade secret, or other intellectual property and proprietary rights in and to the Web Site and Service, in all media now known or later devised, to the fullest extent provided under international law. You shall not remove, conceal or alter any copyright notice, byline information, disclaimer, restriction, or other notice on the Web Site or any portion thereof. You shall not use or permit any third party to use the name, trademarks, trade names, or trade dress of Octo Web Studios, including “Octo Web Studios”, without the prior written consent of Octo Web Studios, as determined in its sole discretion, for each such use.

(b) Creative and Response Briefs. Upon submission of a Creative or Response Brief or any other information or media provided by you in connection with your use of the Service (collectively, the “Client Information”), Octo Web Studios and its agents shall have all rights and licenses necessary to use such Client Information for the purpose of obtaining Responses and for archival purposes. Each Member to whom your project is made available has the right to review and display the relevant Term Sheet for purposes of preparing a Response.

(c) Rights of Octo Web Studios. Upon your submission of Client Information to the Service, you grant Octo Web Studios and its agents (including ITSec Limited) a royalty-free, perpetual, irrevocable, sublicense able, exclusive, worldwide right (including any moral rights) and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display (in whole or in part), and/or incorporate in other works, in any form, media, or technology now known or later developed, such Client Information, for the full term of any intellectual property rights that may exist in such Client Information to the extent necessary to provide you with the Service and Responses.

(d) Rights of Clients. Subject to your compliance with these Terms and Conditions, you shall own the final Response composition provided to you by Octo Web Studios (the “Final Product”). You shall not, however, own any materials, media, or other content generated during any revision cycles leading up to the Final Product, and Octo Web Studios expressly reserves all right title, and interest in and to the same. You acknowledge and hereby grant to Octo Web Studios a royalty-free, irrevocable exclusive worldwide right to use Creative and Revision Briefs, individual Responses provided to you, and Final Product for internal and archival purposes, and in order to display and promote the Octo Web Studios service. Octo Web Studios retains the rights to all artwork concepts and other content not selected by you. You acknowledge that your ownership rights under these Terms and Conditions are limited to the Final Product and that no trademarks or service marks in or to any Final Product are being conveyed under these Terms and Conditions. You hereby acknowledge that Octo Web Studios shall have no obligation or duty to perform trademark, service mark, or copyright searches or inquiries, or the like, in order to validate the propriety or legality of the Final Product. Accordingly, you are encouraged to perform your own independent searches with regard to the Final Product. Furthermore, you acknowledge that Octo Web Studios shall have no responsibility or obligation of any kind to assist you in seeking state or federal intellectual property protection (i.e., without limitation, trademark or copyright registration) for the Final Product, nor shall Octo Web Studios be responsible for otherwise assisting you in any way in your attempt to perfect your rights in or to the Final Product.

(e) Octo Web Studios holds the right to charge your account for $10 pertaining to the release of the final files upon order closure.

4. Nondisclosure and Privacy

Octo Web Studios intends to use commercially reasonable efforts to follow its privacy policy, as such privacy policy may be changed from time to time at Octo Web Studios’s sole discretion. Notwithstanding the foregoing, Octo Web Studios cannot and does not assume any responsibility or liability for any information submitted to the Web Site or for the use or misuse of any information submitted by you or any other person, including, without limitation, any information accessed by a hacker or by any other malicious act.

5. Disclaimers; Indemnification; Limitations of Liability

(a) Responsibility for Content. Octo Web Studios shall not be responsible for any use that is or is not made of the Web Site or the Service. Without limiting the foregoing, Octo Web Studios makes no representations, warranties or covenants regarding, and does not guarantee, the truthfulness, accuracy, or reliability of any information or other material (including, without limitation, any Creative Brief, Term Sheets, Responses, or User Identity) that are communicated through, or posted to, the Service, whether by Members, Clients, Octo Web Studios or otherwise, nor does Octo Web Studios endorse any opinions expressed by any user of the Web Site, including any Member or Client. Without limiting the foregoing, Octo Web Studios makes no representations, warranties or covenants regarding the validity of the rights to Responses granted pursuant to these Terms and Conditions. You acknowledge that any reliance on information or other material, including, without limitation, any information related to a particular Package or your project, Term Sheet, Response or User Identity, communicated through the Service, or posted to the Web Site, will be at your own risk. Without limiting the foregoing, you agree and acknowledge that you use each Response at your own risk and that you are responsible for taking any actions you deem reasonable to determine whether your use of a Response will infringe any statutory or third-party intellectual property, privacy, or publicity rights.

(b) Links to Third-Party Services. The Web Site may contain links to third-party websites or other services (the “Linked Content”). The Linked Content is not under the control of Octo Web Studios and Octo Web Studios is not responsible for the Linked Content, including, without limitation, links contained in the Linked Content, or any changes or updates to Linked Content. Octo Web Studios is providing Linked Content to you only as a convenience, and the inclusion of such Linked Content is not an endorsement by Octo Web Studios of such Linked Content. If you decide to access any Linked Content, you do so at your own risk.

(c) Disclaimer of Warranties. THE SERVICE AND THE RESPONSES ARE PROVIDED “AS IS.” Octo Web Studios MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER TO YOU OR ANY OTHER PERSON RELATING IN ANY WAY TO THE WEB SITE, INCLUDING ANY PART THEREOF, OR ANY WEB SITE OR OTHER CONTENT OR SERVICE THAT MAY BE ACCESSIBLE DIRECTLY OR INDIRECTLY THROUGH THE WEB SITE, INCLUDING ANY TERM SHEET, RESPONSE, USER IDENTITY OR LINKED CONTENT. Octo Web Studios DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL SUCH REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Octo Web Studios DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL (i) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (ii) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD-PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS; (iii) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE WEB SITE, OR ANY PART THEREOF; (iv) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE WEB SITE; AND (v) WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NON-PERFORMANCE, OR OTHER ACTS OR OMISSIONS BY Octo Web Studios OR ANY THIRD PARTY. FURTHERMORE, THERE IS NO WARRANTY THAT THE WEBSITE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON.

(d) Release from Claims. The Service serves solely as a venue for the creation of work and Octo Web Studios does not regularly screen or censor any information or material posted to the Web Site. Although Octo Web Studios makes commercially reasonable efforts to determine the identity of Clients, Octo Web Studios cannot and does not confirm that any Client or other user is who they claim to be or that any Client or other user has the qualifications he or she claims to have. Because Octo Web Studios does not and cannot be involved in user-to-user dealings or control the behavior of participants on the Web Site, if you have a dispute with one or more users, you hereby release Octo Web Studios (and our affiliates, agents and employees) from claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

(e) Indemnification. You hereby agree to defend, indemnify and hold harmless Octo Web Studios and its subsidiaries, affiliates, officers, agents, co-branders or other partners and employees from any action, claim, demand, or liability arising from or relating to your violation of any of these Terms and Conditions or use of the Web Site, and any expenses incurred in connection therewith, including, without limitation, reasonable attorneys’ fees.

(f) Limitation of Damages. IN NO EVENT SHALL THE COMPANY OR ANY THIRD PARTY BE LIABLE TO YOU OR ANY OTHER PERSON FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR INDIRECT DAMAGES ARISING UNDER OR IN ANY WAY RELATED TO THE WEB SITE, INCLUDING ANY PART THEREOF, OR THESE TERMS AND CONDITIONS OR ANY OTHER CONSENT (INCLUDING LOST PROFITS, LOSS OF BUSINESS OR DATA, BUSINESS INTERRUPTION, TRADING LOSSES, AND DAMAGES THAT RESULT FROM INACCURACY OF THE INFORMATION OR INCONVENIENCE, DELAY, OR LOSS OF THE USE OF THE SERVICE) EVEN IF Octo Web Studios OR ANY THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. Octo Web Studios TOTAL LIABILITY FOR DAMAGES SHALL BE LIMITED TO THE TOTAL AMOUNT YOU PAID TO Octo Web Studios FOR YOUR PACKAGE UNDER THESE TERMS AND CONDITIONS. THIS AGREEMENT AND ALL MATTERS ARISING FROM IT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF United States.