Terms and Conditions for Designer Participation on DoItFor.com

Terms and Conditions for Designers

As of September 1, 2018

These Terms and Conditions of Use (the “Designer Terms” or “Agreement”) is an agreement between the individual and/or business who is offering to provide to third parties and/or advertise interior-design related products and/or services on www.DoItFor.com (“Designer” “You” or “Your”) and DoItFor, Inc. (“DoItFor“, “we”, “us”, or “our”). These Designer Terms govern Designer’s access to and use of www.DoItFor.com including any content, functionality, and services offered on or through www.DoItFor.com (the “Website“), as well as the terms and conditions under which DoItFor is willing to identify the Designer and the Designer’s product(s), merchandise and/or service(s) (products, merchandise and/or services each “Design Services”) to third parties on the Website in accordance with these Designer Terms.

By using the Website and/or any of DoItFor’s services generally (“Services”), You agree to be bound by this Terms and Conditions and the Privacy Policy. In addition, acceptance of this agreement means that you have read these terms and conditions, that you have the legal capacity and authority to enter into these terms and conditions on behalf of the individual or business who is offering to provide interior design related products, merchandise and/or services to potential third-party customers on the doitfor.com website and that the designer agrees to be bound by these terms and conditions and any amendments to these terms and conditions after this date.   

DESIGNER MUST AGREE TO THESE DESIGNER TERMS BEFORE USING THE WEBSITE. READ THESE DESIGNER TERMS CAREFULLY AS IT IS A LEGALLY BINDING AGREEMENT BETWEEN DOITFOR AND DESIGNER.

THESE DESIGNER TERMS CONTAIN VERY IMPORTANT INFORMATION REGARDING DESIGNER’S RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO DESIGNER. IN ADDITION, THESE DESIGNER TERMS REQUIRE THE USE OF BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES RATHER THAN JURY TRIALS OR CLASS ACTIONS.

BY USING THE WEBSITE OR BY CLICKING TO ACCEPT OR AGREE TO THESE DESIGNER TERMS WHEN THIS OPTION IS MADE AVAILABLE TO YOU, DESIGNER IS ACCEPTING AND AGREEING TO ABIDE BY AND BE BOUND BY THESE DESIGNER TERMS AND BY DOITFOR’S PRIVACY POLICY LOCATED HERE.

IF DESIGNER DOES NOT AGREE TO THESE DESIGNER TERMS OR THE PRIVACY POLICY, DESIGNER WILL NOT BE PERMITTED TO USE THE WEBSITE, TO OFFER ITS DESIGN SERVICES TO END USERS (AS DEFINED IN PARAGRAPH 1 BELOW) VIA THE WEBSITE, OR TO OTHERWISE PARTICIPATE IN OR RECEIVE THE BENEFIT OF ANY OTHER SERVICE OFFERED BY DOITFOR OR BY DOITFOR.COM.

I. DOITFOR’S SERVICES

DoItFor.com is an online listing platform designed to bring together individuals or businesses who use the Website and who may be interested in learning more about interior design generally and/or who may be interested in working with an interior designer (each such individual or business an “End User”) with individuals or businesses who (i) provide interior design related products, merchandise and/or services to the public generally, (ii) who would like to provide such products, merchandise and/or services the End User, and (iii) who pay a fee to DoItFor to utilize the online listing platform (the “Providers”).

Through the Website, End Users are able to (i) research Providers (including potentially, Designer) and the Design Services that they provide; (ii) request contact Providers (including potentially, Designer) who may be willing to provide Design Services to End Users. The terms and conditions under which DoItFor offers services to End Users is available at [insert hyperlink](“End User Terms and Conditions”), which are incorporated herein by reference. To the extent that there is any conflict between the End User Terms and Conditions and these Designer Terms, these Designer Terms shall be controlling as to the Designer.

Providers participating on DoItFor’s online listing platform will receive, subject to the terms and conditions set forth in these Designer Terms, certain services to be determined in accordance with the Provider’s selected class of membership (“Company Services”), which may include access to the Website, including access to DoItFor’s online listing platform; the display of Provider’s business information and a description of Provider’s services on the Website; the provision of Provider’s contact information to End Users who request such information; and may include other benefits based on the Designer’s selected class of membership.

II. DESIGNER APPLICATION AND ANNUAL REGISTRATION FEE

To participate as a Provider, the Designer is required to complete DoItFor’s online membership application (“Designer Application”), which application may be accepted or rejected in DoItFor’s sole and absolute discretion. If accepted, Designer shall pay the annual registration fee (“Registration Fee”) associated with Designer’s desired class of membership. If Designer’s membership is not accepted, or if Designer fails in any manner to comply with these Designer Terms, DoItFor is not required to provide Designer with Company Services, and Designer shall no longer use the Website.

Designer shall provide accurate and reasonably detailed information regarding Designer, Design Services and other information requested in the Designer Application.

Designer agrees that the Registration Fee and all other payments made by Designer to DoItFor will be made by Designer using a third-party online payment system that has been selected by DoItFor (the “Payment Gateway”). Designer acknowledges that the Payment Gateway may charge Designer additional fees when processing Designer payments and Designer agrees to pay all such fees charged by the Payment Gateway. The Payment Gateway Terms of Use and Privacy Policy will contain additional terms, requirements and conditions regarding the Designer’s use of the Payment Gateway, the Payment Gateway’s document retention policy, data security policy, and additional information regarding (i) how the Payment Gateway will obtain, handle, process, disclose, transfer, or store Designer’s information (including personal information) when providing payment processing services, and (ii) how the Payment Gateway will safeguard this information generally. The Payment Gateway Terms of Use and Privacy Policy will also identify the Payment Gateway’s procedures in the event that any of the Designer’s data is lost, destroyed, or stolen. Any and all rights and remedies that the Designer may have against any Payment Gateway (if any) shall be governed by the terms and conditions set forth in the Payment Gateway Terms of Use and Privacy Policy and/or by other remedies available to Designer pursuant to applicable law.

III. DESIGNER REPRESENTATIONS AND WARRANTIES

1. Designer represents and warrants that it has the power and authority to enter into and perform its obligations under this Agreement, and that it will provide Design Services to End User(s) in accordance with the terms and conditions set forth in Designer’s agreement with any such End User(s).

2. Designer represents and warrants that Designer and each of Designer’s officers, directors, members employees, agents, representatives, contractors and subcontractors (each a “Designer Person” together “Designer Persons”) will comply with all applicable federal, state, and local laws, rules and regulations, including but not limited to licensing laws in the performance of its obligations hereunder and in the provision of Design Services to any End User.

3. Designer represents and warrants that Designer’s creation, collection, receipt, access, use, storage, disposal, and disclosure of information regarding any End User (including all personally identifiable information of the End User) does and will comply with all applicable federal and state privacy and data protection laws, as well as all other applicable regulations and directives.

4. Designer expressly understands and agrees that any identification of Designer by DoItFor (whether on the Website or otherwise) does not indicate an affiliation with or endorsement of Designer or of any Design Services provided by Designer, and Designer shall not represent otherwise.

5. Designer expressly understands and agrees that in the event of any claim, complaint or other dispute between Designer and any End User, DoItFor shall have no obligation to mediate or otherwise intervene in any such dispute (whether on Designer’s behalf or on the End User’s behalf) and that any and all rights and remedies that the Designer may have against any End User shall be governed by the terms and conditions set forth in the applicable agreement between the Designer and the End User and/or by other remedies available to Designer pursuant to applicable law.

IV . NO REPRESENTATIONS OR WARRANTIES BY DOITFOR

THE WEBSITE, ITS CONTENT, AND ANY SERVICES OBTAINED THROUGH THE WEBSITE, INCLUDING BUT NOT LIMITED TO COMPANY SERVICES AND DESIGNER’S USE OF THE PAYMENT GATEWAY ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

DOITFOR MAKES NO WARRANTIES THAT THE WEBSITE OR ANY SERVICES OBTAINED THROUGH THE WEBSITE WILL BE RELIABLE, AVAILABLE, ERROR-FREE, TIMELY, SECURE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, OR THAT DOITFOR’S WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. DESIGNER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO DESIGNER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE USE OF DOITFOR’S WEBSITE, THE PAYMENT GATEWAY, OR OF ANY WEBSITES LINKED TO THIS WEBSITE.

DOITFOR MAKES NO WARRANTIES THAT (I) THIS WEBSITE OR THE SERVICES MADE AVAILABLE TO DESIGNER ON THIS WEBSITE (INCLUDING BUT NOT LIMITED TO COMPANY SERVICES) WILL MEET DESIGNER’S REQUIREMENTS, (II) DOITFOR WILL ACTIVELY PROMOTE DESIGNER OR DESIGNER SERVICES TO ANY END USER (III) INFORMATION OBTAINED BY DESIGNER FROM THE WEBSITE, FROM DOITFOR, FROM ANY END USER, OR FROM ANY PAYMENT GATEWAY WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY SERVICES, INFORMATION, OR OTHER MATERIAL PROVIDED TO DESIGNER THROUGH THIS WEBSITE OR FROM DOITFOR GENERALLY WILL MEET DESIGNER’S EXPECTATIONS.

DOITFOR MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY END USER, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS REGARDING THE END USER’S IDENTITY, CREDIT-WORTHINESS, SUITABILITY, CAPACITY TO CONTRACT, OR THE END-USER’S CONDUCT (OR THE CONDUCT OF ANY OF THE END USER’S GUESTS, INVITEES OR CONTRACTORS). DOITFOR HAS NO CONTROL OVER THE ACTIONS, OMISSIONS OR MISCONDUCT OF END USER OR OF END USER’S GUESTS, INVITEES OR CONTRACTORS.

DOITFOR MAKES NO REPRESENTATIONS WHATSOEVER THAT ANY END USER WILL PURCHASE, RENT, LICENSE OR OTHERWISE USE ANY DESIGNER SERVICE OR ANY OTHER GOODS OR SERVICE FROM DESIGNER.

DESIGNER UNDERSTANDS AND AGREES THAT DOITFOR IS NOT A PARTY (AND WILL NOT BE A PARTY) TO ANY AGREEMENT(S) BETWEEN DESIGNER AND ANY END USER. DOITFOR’S RELATIONSHIP WITH BOTH DESIGNER AND WITH END USER(S) IS THAT OF A THIRD PARTY CONTRACTOR, AND NOT AN EMPLOYEE, AGENT, PARTNER OR JOINT VENTURER.

TO THE FULLEST EXTENT PROVIDED BY LAW, DOITFOR HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE, WARRANTY OF TITLE, AND WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY. DESIGNER’S USE OF THE WEBSITE, ITS CONTENT, ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE (INCLUDING COMPANY SERVICES AND USE OF THE PAYMENT GATEWAY) AND ANY TRANSACTIONS WITH ANY END USER IS AT DESIGNER’S OWN RISK.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

V. LIMITATION OF DOITFOR’S LIABILITY AND SHORTENED STATUTE OF LIMITATIONS

1. IN NO EVENT SHALL DOITFOR OR ANY OF ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, PARENTS, SUCCESSORS OR ASSIGNS (EACH A “DOITFOR PERSON”, TOGETHER “DOITFOR PERSONS”) BE LIABLE UNDER THIS AGREEMENT TO DESIGNER OR TO ANY THIRD PARTY FOR THE ACTIONS, OMISSIONS, NEGLIGENCE OR INTENTIONAL MISCONDUCT OF ANY END USER OR ANY OF END USERS’ GUESTS, INVITEES OR CONTRACTORS.

2. IN NO EVENT SHALL DOITFOR OR ANY DOITFOR PERSON(S) BE LIABLE UNDER THIS AGREEMENT TO DESIGNER OR TO ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT OR IN CONNECTION WITH DESIGNERS OR END USER’S USE OF THE WEBSITE, OR IN CONNECTION WITH DOITFOR’S PROVISION OF COMPANY SERVICES (OR ANY OTHER SERVICES) TO DESIGNER OR TO ANY END USER, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE OR UNFORESEEABLE, (B) WHETHER OR NOT DOITFOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE FOREGOING DOES NOT AFFECT ANY EXCLUSIONS OR LIMITATIONS THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

3. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF DESIGNER’S USE OF THE WEBSITE AND RECEIPT OF COMPANY SERVICES AND ANY CONTACT THAT DESIGNER MAY HAVE WITH ANY END USER AS A RESULT OF SUCH USE AND RECEIPT IS AT DESIGNER’S SOLE RISK.

4. IN NO EVENT SHALL DOITFOR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE DESIGNER TERMS AND DESIGNER’S USE OF THE WEBSITE AND/OR COMPANY SERVICES (INCLUDING USE OF THE PAYMENT GATEWAY) EXCEED THE GREATER OF (A) THE TOTAL AMOUNT OF REGISTRATION FEES PAID BY DESIGNER TO DOITFOR IN THE 18-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED FIFTY DOLLARS $150.00.

5. NO ACTION BY EITHER PARTY AGAINST THE OTHER ARISING OUT OF THIS AGREEMENT SHALL BE COMMENCED MORE THAN TWO (2) YEARS AFTER THE ACCRUAL OF THE CAUSE OF ACTION.

VI. DESIGNER’S INDEMNIFICATION, DEFENSE AND HOLD HARMLESS OBLIGATIONS

To the fullest extent permitted by law, Designer agrees to indemnify, defend, and hold DoItFor and DoItFor Person(s) (as defined in Section V(1) above) harmless from and against any and all actual or threatened claims, injuries, losses, liabilities, damages, demands, suits, costs, and expenses (including reasonable accounting and attorneys’ fees and costs) and the costs of enforcing any right to indemnification under this Agreement (each a “Claim” together, “Claims”) arising out of, relating to, or resulting from (i) Designer’s use of the Website or of Company Services; (ii) Designer’s breach of these Designer Terms; (iii) Designer’s agreement(s) or other interactions with any End User; (iv) the failure of the Designer or Designer Person(s) to comply with any federal, state, or local law, rule, regulation; (v) any Claim(s) for bodily injury, death of any person, or damage to real or tangible personal property caused or allegedly caused by the actions, omissions, negligence, failures, recklessness or willful misconduct of Designer or Designer Person(s).

In addition, Designer agrees to indemnify, defend, and hold DoItFor and DoItFor Person(s) harmless from and against any and all Claim(s) arising out of, relating to, or resulting from any allegation that any of the Design Services or any other product or service offered by Designer or by Designer Person(s)(or End User’s receipt or use of same) infringes or misappropriates any intellectual property right of a third party.

DoItFor shall give Designer written notice of any Claim(s) or discovery of facts on which DoItFor intends to base a request for indemnification under these Designer Terms (“Claim Notice”). DoItFor’s failure to provide a Claim Notice to Designer, however does not relieve Designer of any liability that Designer may have to DoItFor. Designer’s duty to defend DoItFor applies immediately, regardless of whether DoItFor has paid any sums or incurred any detriment arising out of or relating, directly or indirectly, to any third-party Claim(s).

In no event shall Designer enter into any settlement of any Claim(s) with any Third-Party without DoItFor’s prior written consent.

VII. AGREEMENT TERM AND TERMINATION.

These Designer Terms (as may be amended by DoItFor from time to time) shall remain in force so long as Designer uses the Website and/or uses Company Services. DoItFor or Designer may terminate this Agreement by giving 60 days written notice to the other party of such termination, after which DoItFor will no longer provide Company Services to Designer. Notwithstanding the foregoing, in the event of termination or expiration if this Agreement, all rights and obligations set forth in these Designer Terms which are by their nature continuing or ongoing (including, but not limited to, Designer’s warranties, DoItFor’s warranty disclaimers and limitations of liability, Designer’s indemnification and defense obligations, Designer’s payment obligations, submission to arbitration, linking to the Website, and governing law) shall survive termination or expiration of the Agreement for a period of five (5) years or until the expiration of all applicable statute of limitations periods, whichever is longer. Designer will not, however, be bound by any modifications to these Designer Terms which may take effect after termination.

VIII. INTELLECTUAL PROPERTY

1. Designer’s Intellectual Property. Designer agrees that DoItFor may refer to Designer by using Designer’s trade name and logo, and that DoItFor may use such materials, Designer’s copyrighted materials and all other materials provided by Designer to DoItFor (together “Designer Property”) to describe Designer’s business in the Website, in the provision of Company Services, and in DoItFor’s marketing materials, including but not limited to, DoItFor’s print and online marketing and social media campaigns (“DoItFor Marketing”). In addition, Designer agrees to provide photographs and other visual images as may be necessary to depict Designer’s Design Services (“Designer Images”), such photographs to be used in DoItFor Marketing and on the Website in DoItFor’s sole discretion.

Please note that by submitting Designer Property, including Designer Images, Designer is (i) representing that Designer holds all original copyrights to the materials submitted or that Designer has obtained written permission from the copyright owner to submit these materials; (ii) representing that the materials submitted do not infringe on the copyrights, trademarks, moral rights, rights of privacy/publicity, or other intellectual property or proprietary rights of any third party; (iii) granting DoItFor and its media partners a non-exclusive, perpetual, worldwide, transferable, royalty-free right and license to copy, reproduce, perform, display, prepare derivative works from, and distribute publicly all Designer Property in both print and digital format and in any other media format (now known or hereafter invented) in connection with the rights granted to DoItFor pursuant to these Designer Terms; and (iv) agreeing to indemnify and hold DoItFor and DoItFor Person(s) harmless from and against any Claim(s) arising out of a breach of any of Designer’s representations, DoItFor’s use of  Designer Property and/or Designer’s license grant.  

2. DoItFor’s Intellectual Property. This Website is owned and operated by DoItFor. By accepting these Designer Terms, Designer acknowledges and agrees that all content presented to Designer on this Website is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and is the sole property of DoItFor or is used by DoItFor pursuant to an intellectual property license to use such materials. Designer is only permitted to use the Website content as expressly authorized by DoItFor or by the specific content provider. Nothing on this Site shall be construed to confer any license under any of DoItFor’s intellectual property rights or the intellectual property rights of any third party. Any rights not expressly granted herein are reserved by DoItFor.

IX. CHANGES TO THE DESIGNER TERMS

1. In the event of an conflict between any information provided to Designer by any DoItFor Person(s) and any terms and conditions set forth in these Designer Terms, these Designer Terms will prevail and will govern the terms of DoItFor and Designer’s relationship, it being expressly acknowledged and agreed that, except as set forth in Section IX(2) and IX(3) of these Designer Terms, DoItFor Person(s) are not authorized to vary these Designer Terms.

2. These Designer Terms may be modified only (i) by obtaining DoItFor’s written consent in a notarized agreement signed by both a representative of Designer and the President of DoItFor, Inc.; or (ii) as set forth below in Section X(3) below.

3. DoItFor reserves the right to discontinue or modify this Website, including any features therein, and any service or material DoItFor provides on the Website in DoItFor’s sole discretion without notice. Modifications may include, but are not limited to, changes in the pricing structure for Company Services, Changes to the benefits associated with each class of Provider membership (including Designer’s class of membership), the addition of additional fee-based services, selection of an alternate Payment Gateway, or other changes. Any new features that supplement or enhance the then-current services on this Website shall also be subject to these Designer Terms. In the event such modification or discontinuance, we will notify Designer in accordance with Section XII(1) of these Designer Terms. Designer may notify DoItFor in accordance with Section XII(2) of these Designer Terms at any time before, or within thirty (30) days after, any modification to these Designer Terms takes effect, to advise DoItFor that Designer does not accept the proposed modification. If DoItFor does not receive such a communication from Designer in the time prescribed, the modification will be deemed to have been accepted by Designer. DoItFor reserves the right to unilaterally suspend Designer’s access privileges and suspend Company Services to Designer in the event that Designer declines to be bound by any proposed modifications to these Designer Terms.

4. Designer agrees that it shall be Designer’s responsibility to log on to this Website at least once every thirty (30) days to check the legal section of the Website for any changes, review any email that Designer may receive from DoItFor and notify DoItFor promptly in the event Designer changes email accounts or if Designer would prefer to receive notices from DoItFor at a different account from the one Designer is presently using. Otherwise it will be Designer’s responsibility and obligation to check the legal section of this Website whenever Designer accesses this Website to determine if there have been any changes to these Designer Terms.

XI. Binding Arbitration and Waiver of a Jury Trial and Waiver of Class Actions.

1. DESIGNER AND DOITFOR ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM(S). OTHER RIGHTS THAT DESIGNER WOULD HAVE IF DESIGNER WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN DESIGNER AND DOITFOR ARISING FROM OR RELATING IN ANY WAY TO DESIGNER’S USE OF THE WEBSITE AND/OR COMPANY SERVICES , WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION

2. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section 12. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section. The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.

3. You may elect to pursue Your claim in a small-claims court located in New York County, NY rather than arbitration if You provide DoItFor with written notice of Your intention do so within 60 days of the transaction giving rise to Your claim. The arbitration or small-claims court proceeding will be limited solely to Your individual dispute or controversy.

4. You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR DOITFOR WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER DOITFOR WEBSITE USERS WHO IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

5. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

6. All matters arising out of or relating to these Terms and Conditions are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of the State of New York.

XII. NOTICES

1. Notice To Designer. DoItFor may provide any notice to Designer by: (i) sending a message to the email address Designer provides to DoItFor or (ii) by posting to the legal section of the Website. Notices sent by email will be effective one (1) business day after they are sent, and Notices that DoItFor provides by posting will be effective upon posting. It is Designer’s responsibility to keep its email address current. Designer agrees that it shall be Designer’s responsibility to check Designer’s email on a daily basis and Designer agrees to notify DoItFor promptly in the event Designer changes email accounts or if Designer would prefer to receive notices from DoItFor at a different account from the one Designer is presently using.

2. Notice To DoItFor. To give DoItFor notice under these Designer Terms, Designer must contact DoItFor as follows: (i) by personal delivery, overnight courier or registered or certified mail to

DoItFor, Inc.

PO Box 527

Smithtown NY 11787

DoItFor may update the address for notices to DoItFor by posting a notice on the Website. Notices provided to DoItFor by personal delivery will be effective immediately. Notices provided by overnight courier or by email will be effective seven (7) business days after they are sent to DoItFor. Notices provided by registered or certified mail will be effective fifteen (15) business days after they are sent to DoItFor.

XIII. WEBSITE LINKS

1. Designer Links to DoItFor.com. DoItFor encourages and appreciates links, but asks, as a condition for obtaining a license to link Designer’ Website to ours, that Designer notify DoItFor in advance in accordance with Section XIII(2) so that DoItFor may ensure that all links to the Website are appropriate. DoItFor reserves the right to deny Designer’s request to link to the Website if DoItFor believes, in its sole discretion, that the link would be detrimental to the value of DoItFor’s trademarks, trade dress or goodwill, or for any other reason whatsoever.

2. DoItFor Links To Third Party Websites. The Website may contain links to other sites and resources provided by third parties, including third-party businesses that may be in competition with Designer for an End User’s business. If provided, these links are provided for End User’s and/or Designer’s convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. DoItFor has no control over the contents of third-party sites or resources, and DoItFor accepts no responsibility for them or for any loss or damage that may arise from Designer’s use of them. If Designer decides to access any of the third-party websites linked to this Website, Designer does so entirely at Designer’s own risk and subject to the terms and conditions of use for such websites.

3. Links to Designer’s Website. DoItFor may, but is not obligated to, link to Designer’s website. The inclusion of such a link or reference is provided merely as a convenience to the End User and does not imply endorsement of Designer’s Website or any products or services that Designer may provide.

XIV. ADDITIONAL TERMS AND CONDITIONS

1. Independent Contractors. Nothing herein shall be construed to create a joint venture, partnership, or an employer/employee relationship between Designer and DoItFor. Neither Designer nor DoItFor shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party, nor shall Designer or DoItFor have the authority to bind the other party to any contract, agreement, or undertaking with any third party, including with any End User.

2. No Fiduciary Duties. Nothing in these Designer Terms shall be deemed or construed to create any fiduciary duties and responsibilities of DoItFor to Designer or to any third-party, including End User.

3. Delay in Service. DoItFor shall not be liable or responsible to Designer (or to any other party), nor be deemed to have defaulted or breached these Designer Terms, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond DoItFor’s reasonable control, including, without limitation, acts of God, flood, fire, earthquake, war, embargo, invasion or hostilities, terrorist acts, riot, national emergency, revolution, insurrection, epidemic, or strike.

4. No Waiver. No waiver by DoItFor of any of the provisions of these Designer Terms is effective unless explicitly set forth in a notarized writing and signed by the President of DoItFor. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from these Designer Terms operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

5. Headings. The headings in these Designer Terms are for reference only and do not affect the interpretation of these Designer Terms.

6. Survival. Provisions of these Designer Terms which by their nature should apply beyond their terms (including, but not limited to, Designer’s representations and warranties, DoItFor’s warranty disclaimers and limitations of liability, Designer’s indemnification and defense obligations, Designer’s payment obligations, submission to arbitration, links to the Website, governing law, and this survival clause) shall survive termination or expiration of this Agreement and will remain in force for a period of five (5) years after termination or expiration, or until the expiration of all applicable statute of limitations periods, whichever is longer.

7. Severability. These Designer Terms operate to the fullest extent permissible by law. If any provision or part of a provision of these Designer Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from the remainder of these Designer Terms and does not affect the validity and enforceability of any remaining provisions.

8. Entire Agreement. These Designer Terms constitute the entire agreement and understanding between Designer and DoItFor regarding Designer’s use of the Website, Designer’s offering of Design Services to End Users on the Website, and DoItFor’s provision of services to Designer, including but not limited to Company Services. These Designer Terms shall govern DoItFor and Designer’s legal rights and obligations. Any rights not otherwise expressly granted by these Designer Terms are reserved by DoItFor. These Designer Terms may not be modified, either expressly or by implication, except as expressly set forth in Section IX of these Designer Terms. And, as set forth in Sections IV and V (and elsewhere in this Agreement), it is not DoItFor’s intention to make any legal representations or warranties about this Website, Company Services, services provided by third parties, Designer, Design Services, or any End User, either expressly or by implication.

DESIGNER’S USE OF THIS WEBSITE, ITS CONTENT AND/OR ANY SERVICES OBTAINED THROUGH THE WEBSITE, INCLUDING BUT NOT LIMITED TO COMPANY SERVICES CONSTITUTES ACCEPTANCE OF THESE DESIGNER TERMS. THE INDIVIDUAL CLICKING “I ACCEPT/AGREE” REPRESENTS AND WARRANTS HE OR SHE HAS READ THESE DESIGNER TERMS AND THAT HE OR SHE HAS THE AUTHORITY TO BIND THE DESIGNER TO THESE DESIGNER TERMS AND THAT HE OR SHE INTENDS TO BIND DESIGNER TO THESE DESIGNER TERMS, INCLUDING BUT NOT LIMITED TO: (1) ALL DESIGNER OBLIGATIONS; (2) ALL DESIGNER REPRESENTATIONS AND WARRANTIES; (3) DESIGNER’S INDEMNIFICATION OBLIGATIONS TO DOITFOR; (4) DESIGNER’S WAIVER OF RIGHTS TO A JURY TRIAL AND WAIVER OF CLASS ACTION; (5) DESIGNER’S SUBMISSION TO BINDING ARBITRATION. IN ADDITION, BY USING THIS WEBSITE, DESIGNER IS ACCEPTING AND ACKNOWLEDGING (A) ALL WARRANTY DISCLAIMERS IN THESE DESIGNER TERMS (B) ALL LIMITATIONS OF DOITFOR’S LIABILITY TO DESIGNER AND (C) THAT DOITFOR IS NOT (AND WILL NOT BE) A PARTY TO ANY CONTRACT THAT MAY BE FORMED BETWEEN THE DESIGNER AND ANY END USER. DESIGNER UNDERSTANDS AND AGREES THAT THESE DESIGNER TERMS MAY BE AMENDED BY DOITFOR FROM TIME TO TIME, AND THAT DESIGNER WILL BE LEGALLY BOUND BY SUCH AMENDMENTS.