Last updated: April 15th, 2020
GIDEN MEDIA TECHNOLOGY INC (“GIDEN
”/“WE”/”US”) OWNS AND OPERATES THE WEBSITE LOCATED AT WWW.GIDEN.CO
BY USING THIS PLATFORM, YOU INDICATE YOUR ACCEPTANCE OF THIS USER AGREEMENT FOR AS LONG AS YOU USE THE SERVICE (“TERM
”). ANY NEW FEATURES THAT MAY BE ADDED TO THIS PLATFORM FROM TIME TO TIME WILL BE SUBJECT TO THESE TERMS, UNLESS STATED OTHERWISE.
THESE TERMS TOGETHER WITH ANY DOCUMENTATION REFERENCED HEREIN CONSTITUTE THE ENTIRE AGREEMENT BETWEEN YOU AND GIDEN WITH RESPECT TO USE OF THE PLATFORM AND SERVICE.
1. The Service.
Giden provides an online platform enabling furniture and décor brands (“Brands
”) to license content and commission custom content for marketing purposes from designers who are already using the Brands’ products (“Designers
”) and for such Designers to manage content, all as further described in the applicable Platform Participation Agreement (the “Service”). Access and use of the Service is subject to payment of the applicable fees and compliance with the terms of this User Agreement. 2. Personal Information.
3. Platform Participation Terms.
The following terms are applicable to all Designers and Brands using the Service and apply in respect of any and all agreements, proposals and orders between Designers andBrands made through the Service:
a. Designers. If you register for the Service as a Designer and wish to send collaboration request, store, manage and create your original content (or content that you have the right to make available to third parties) available through the Platform (“Designer Content
”), then you will be required to accept the Platform Participation Agreement before being permitted to use the features of the Service intended for Designers. The Platform Participation Agreement will apply to and govern the submission, acceptance and management of any Designer Content through the Platform. Accordingly, you should carefully read the Platform Participation Agreement prior to engaging in any collaborations through the Platform. By default, all Designer Content is provided to Giden and Brands with whom you enter into a remunerated Collaboration (as such term sis defined in the Platform Participation Agreement) on a worldwide, transferable and sub licensable basis for use in marketing and promotional activities for the duration of this Agreement (in the case of Giden) and for the period indicted in the Collaboration Request that you agree with a Brand.
If you register for the Service as a Brand and wish to engage with Designers to license existing Designer Content or commission new Designer Content to showcase, market or promote your goods and services, then you will be required to accept the Platform Participation Agreement before being permitted to use the features of the Service intended for Brands. ThePlatform Participation Agreement will apply to and govern the licensing, commissioning and management of any Designer Content through thePlatform. Accordingly, you should carefully read the Platform ParticipationAgreement prior to engaging in any Collaborations through the Platform. 4. Important Terms for Users.
a. License to Access and Use Platform.
All transactions are concluded between Brands and Designers. Although Giden may be responsible for providing certain services at the request of Brands and Designers (eg. marketing services and the development of marketing materials) and for compliance with all applicable laws including but not limited to laws on advertising and paid endorsements. For the avoidance of doubt, Giden is nota party to any transaction created, managed or fulfilled through the Service and will only be responsible for any services Giden agrees to provide for the applicable party or parties. Please see further the Platform Participation Agreement to understand the terms on which you are agreeing to contract by executing a content license agreement through the Platform with another user.
c. Fees and Payments.
Subscription fees, service fees, activation fees (if applicable) are based on the subscription tier that User chooses for use of the Platform and PlatformServices, all as set out on the Pricing Page as the same may be updated from time to time by Giden. Content-related fees as between Designers and Brands foreach Collaboration, are as specified in a CollaborationRequest. Payment terms are set out in the PlatformParticipation Agreement. 5. Restrictions on Use of the Service.
a. copy any content unless expressly permitted to do so herein;
b. upload, post, email, transmit or otherwise make available any material that:
i. is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libellous, invasive of another’s privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable;
ii. You do not have a right to make available under any law or under a contractual relationship;
iii. Infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party (including privacy rights);
iv. is or contains unsolicited or unauthorized advertising, solicitations for business, promotional materials, “junk mail,”“spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
v. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data or the Service or that of any users or viewers of the Service or that compromises a user’s privacy; or
vi. or contains any falsehoods or misrepresentations or create an impression that you know is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way;
c. impersonate any person or entity or misrepresent their affiliation with a person or entity;
d. forge headers or otherwise manipulate identifiers in order to disguise the origin of any material transmitted to or through the Service;
e. 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 or probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
f. violate any applicable local, state, national or international law or regulation;
g. collector store personal data about other users of the Platform except for the purpose of carrying out a transaction;
h. license, sell, rent, lease, transfer, assign, otherwise commercially exploit the Platform with third parties; or
i. modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of any software provided as part of the Service, except to the extent the foregoing restrictions are expressly prohibited by applicable law.; or access the Platform or Service in order to (i) build a competitive product or service; or (ii) copy any ideas, features, functions or graphics of the Service. Not withstanding the generality of the foregoing, independent development of competing technology is not restricted provided that the terms of this Agreement(including confidentiality clauses) are adhered to.6. Representations and Warranties
a. Giden Warranties. Giden represents, warrants, and covenants that: (i) its performance hereunder will comply with all applicable laws;(ii) the Service will be provided in a professional manner consistent with industry standards by qualified, trained, and experienced personnel; and (iii) Giden will, at all times during the Term, employ industry standard safeguards against viruses,Trojan horses, worms, time bombs or other malware (collectively,“Malware”).
b. UserWarranties. User represents, warrants and covenants that you are, or represent, a company that: (i) has the full power and authority to enter into and perform its obligations under thisAgreement and to enter into contracts with other users;(ii) all information provided by you to Giden and/or to other users of the Service shall be complete and accurately represent your ability to be bound by the terms hereof and of any agreed transaction; (iii) no information provided by you is or will be false, misleading or contain any misrepresentation; (iv) any licenses granted byUser do not require any third party consents and use of content in accordance with the terms of this Agreement and the terms of any Collaboration will not breach any third party rights. 7. Confidentiality
a. Definition of Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information disclosed by a party (whether users or Giden) (the “Receiving Party”), whether through the Platform or otherwise, that reasonably should be understood to be confidential. Confidential Information includes, without limitation, all transaction details or other information collected fro mother parties on the Platform, including without limitation opportunities, Brands’ details, demographic information and pricing options shared or obtained through the Platform and other information about a party’s technology, software, products, services, designs, business or marketing plans, customers, clients, or trade secrets. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation of confidentiality; (ii) was known by theReceiving Party prior to its disclosure in the Platform; (iii) was independently developed by the Receiving Party or its representatives without breach of any obligation of confidentiality; or (iv) is received from a third party without breach of any confidentiality obligation.
b. RestrictedUse and Nondisclosure. During and after the Term (to the extent any Confidential Information is retained after the expiration or termination of this Agreement), each party will: (i.) use the other party’sConfidential Information solely to perform any of its duties under thisAgreement, or to exercise its rights under this Agreement; (ii.)not disclose the other party’s Confidential Information to a non-affiliated third party unless the third party must access the Confidential Information to perform in accordance with the terms and conditions of this Agreement and the third party has executed a written agreement that contains terms and conditions that are substantially similar to the terms and conditions contained in this Section 8; and (iii.)use the same standards of care to maintain the secrecy of, and protect from unauthorized use and disclosure, the other party’s ConfidentialInformation as such party uses to protect its own Confidential Information of a similar nature (but in no event less than a reasonable degree of care).
c. Compelled Disclosure. If the Receiving Party is compelled bylaw to disclose Confidential Information, it shall provide the other party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the ReceivingParty’s cost, if it wishes to contest the disclosure.
d. Remedies. If the ReceivingParty discloses, publishes, shares or uses (or threatens to disclose, publish, share or use) any Confidential Information of the other party in breach of confidentiality protections contained in this section, the other party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.
e. Return of Materials. Upon the termination or expiration of this Agreement, or upon earlier request, each party will deliver to the other all ConfidentialInformation of such other party that it may have in its possession or control or, at such other party’s request, destroy or permanently delete all copies of such Confidential Information. Notwithstanding the foregoing, neither party will be required to return data, information, or materials that it must retain in order to receive the benefits of or exercise any rights under this Agreement or properly perform in accordance with the terms and conditions of this Agreement.
8. User Content License.
Except for material we may license to you, Giden does not claim ownership of the materials and/or content you submit to the Platform such as DesignerContent or Brand-requirement documents and order forms (collectively, all user-generated content is referred to as “User Content
”). However, by using the Service you grant to Giden a worldwide, royalty-free, non-exclusive license to collect, use and store such User Content solely for the purpose of providing the Service. Said license will terminate within a commercially reasonable time after you or Giden terminate your account however such information may be retained by Giden, subject to maintaining confidentiality, if required in connection with audits or regulatory reviews. 9. Giden IP Rights.
The Platform and the information which it contains and which we make available via the Platform, is the property of Giden and its affiliates and licensors and is protected from unauthorized copying and dissemination by copyright law, trademark law, international conventions and other intellectual property laws. Giden product or service names or logos appearing in the Giden Platform are either trademarks or registered trademarks of Giden MediaTechnology Inc. and/or its affiliates. The absence of a product or service name or logo from this list does not constitute a waiver of Giden’s trade mark or other intellectual property rights concerning that name or logo. All other product names are trademarks or registered trademarks of their respective owners.
If you provide Giden with any suggestions, comments or other feedback relating to any aspect of the Platform and/or Service (“Feedback
“), Giden may use suchFeedback in the Service or in any other Giden products or services(collectively, “Giden Offerings
”). Notwithstanding the foregoing and for the avoidance of doubt, Feedback shall not contain your Marks or ConfidentialInformation. Accordingly, you agree that: (a) Giden is not subject to any confidentiality obligations in respect to the Feedback, (b) the Feedback is not confidential or proprietary information of you or any third party and you have all of the necessary rights to disclose the Feedback to Giden, (c)Giden (including all of its successors and assigns and any successors and assigns of any of the Giden Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any Giden Offerings, and (d) you are not entitled to receive any compensation or re-imbursement of any kind from Giden or any of the other users of the Service in respect of theFeedback. 11. Links & Third-Party Websites.
The Service (including User Content) may contain links to other websites that are not owned or controlled by Giden. In no event shall any reference to any third party, third party product or service be construed as an approval or endorsement by Giden of that third party, third party product or service. Giden is also not responsible for the content of any linked websites. Any third-party websites or services accessed from the Service are subject to the terms and conditions of those websites and or services and you are responsible for determining those terms and conditions and complying with them. The presence on the Service of a link to any other website(s) does not imply that Giden endorses or accepts any responsibility for the content or use of such websites, and you hereby release Giden from all liability and/damages that may arise from your use of such websites or receipt of services from any such websites. 12. Third Party Accounts.
If you grant the Platform access to a Third-PartyAccount, you represent that you are entitled to disclose your Third-Party Account login information to Giden and/or grant Giden access to your Third-Party Account(including, but not limited to, for use for the purposes described herein)without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Giden to pay any fees or making Giden subject to any usage limitations imposed by such third-party service providers. By granting Giden access to any Third-PartyAccounts, you understand that Giden may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags and/or other materials accessible through thePlatform that you have provided to and stored in your Third-Party Account (“SNSContent
”) so that it is available on and through Website, App and/orService via your account. Unless otherwise specified herein, all SNS Content shall be considered to be User Content (defined in section 4). Depending on theThird-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Platform. Please note that if a Third-Party Account or associated service becomes unavailable or the third-party service provider terminates Giden’s access to such Third-Party Account, then SNS Content will no longer be available on and through Website, App and/or Service. If you decide at any time that you no longer wish to have your Third-Party Account linked to your account, please contact us at email@example.com
.PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDER(S), AND GIDEN DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BYSUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. Giden makes no effort to review anySNS Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and Giden is not responsible for any SNS Content. 13. Indemnification.
a. Giden agrees to indemnify, defend and hold harmless user, its affiliated companies, and their respective officers, directors, employees, and agents from and against all liability, claims, losses, damages, injuries or expenses (including reasonable attorney’s fees) brought by a third party arising from or relating to any breach by Giden of the intellectual property rights of any third party, failure by Giden to comply with applicable laws and regulations, and any breach by Giden of its representations, warranties and covenants contained herein.
b. User agrees to indemnify, defend and hold harmless Giden, its affiliated companies, and their respective officers, directors, employees, and agents from any and against all liability, claims, losses, damages, injuries or expenses (including reasonable attorney’s fees) brought by a third party arising from or relating to failure by User to comply with applicable laws and regulations, and any breach by User of its representations, warranties and covenants contained herein. 14. DISCLAIMER OF REPRESENTATIONS, WARRANTIES AND CONDITIONS
EXCEPT AS SPECIFICALLY PROVIDED FOR IN THIS AGREEMENT THE PLATFORM, SERVICE AND ALL MATERIALS PROVIDED THERE INARE PROVIDED “AS IS.” EACH PARTY SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY,BY USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE INCLUDING BUT NOT LIMITED TOANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE,SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY INFORMATION OR MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE ISAT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM DOWNLOADING OR USING ANY SUCH MATERIAL. GIDEN DOES NOT WARRANT,ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE PLATFORM OR IN RESPECT TOANY PLATFORM THAT CAN BE REACHED FROM A LINK ONTHE PLATFORM OR FEATURED IN ANY BANNER OR OTHER ADVERTISING ONTHE PLATFORM, AND GIDEN SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOUMAY ENTER INTO WITH ANY SUCH THIRD PARTY. GIDEN WILL NOT BE LIABLE FORANY TYPE OF CONTENT EXCHANGED BY MEANS OF THE SERVICE.15. LIMITATION OF LIABILITY.
OTHER THAN IN RESPECT OF INDEMNIFICATION OR A BREACH OF CONFIDENTIALITY, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOST PROFITS OR ANY INDIRECT, INCIDENTAL,SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, INCLUDING,WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (I) YOUR USE OF OR YOUR INABILITY TO USE THE PLATFORM OR THE SERVICE, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (III) ERRORS,MISTAKES, OR INACCURACIES IN THE MATERIALS ON THE PLATFORM, (IV) PERSONAL INJURY (EXCEPT WHERE CAUSED BY THE NEGLIGENCE OF GIDEN) OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OFTHE SERVICE, ANY BUGS, VIRUSES, TROJAN HORSES, OR ANY OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE PLATFORM (EXCEPT IN INSTANCES IN WHICH GIDEN HAS FAILED TO MAINTAIN INDUSTRY STANDARD SAFEGUARDS WITH RESPECT TO PREVENTING THE SERVICE FROM CONTAINING AND/OR TRANSMITTING MALWARE) OR (V)ANY ERRORS OR OMISSIONS IN ANY MATERIAL ON THE PLATFORM OR ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OFTHE PLATFORM. THESE LIMITATIONS SHALL APPLY EVEN IF GIDEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AND EXCEPT FOR INDEMNIFICATION OBLIGATIONS ORA BREACH CONFIDENTIALITY, EACH PARTY’S LIABILITY TO THE OTHER PARTY FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY U.S. DOLLARS ($50) OR (B)AMOUNTS USER HAS PAID GIDEN IN THE PRIOR 12 MONTHS (IF ANY). THEREFORE GOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BYLAW IN THE APPLICABLE JURISDICTION. FOR THE AVOIDANCE OF DOUBT, THE LIABILITY PROVISIONS ABOVE GOVERN IN RESPECT OF GENERAL ACCESS TO AND USE OF THE PLATFORM ON THE TERMS OF THIS AGREEMENT. LIABILITY WITH RESPECT TO PLATFORM USE AND SERVICES WITH BRANDS AND DESIGNERS IS GOVERNED BY THE SPECIFIC LIABILITY PROVISIONS IN THE APPLICABLE PLATFORM PARTICIPATION AGREEMENTS.16. Termination.
Giden may alter, suspend, or discontinue theService at any time and for any reason or no reason; provided, that except as otherwise set forth herein, Giden (a) shall use commercially reasonable efforts to provide advance notice of any suspension of discontinuation of Service, and(b) shall not restrict or terminate your access to the permitted scope of theService where it has not done so for similarly situated customers, except as otherwise provided in Section 16. The Platform or Service may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. Giden may periodically add or update the information and materials on the Service without notice. 18. Security.
Information sent or received over the Internet is generally unsecure and Giden cannot and does not make any representation or warranty concerning security of any communication to or from the Service or any representation or warranty regarding the interception by third parties of personal or other information; provided, that at all times during the Term, Giden will employ industry standard safeguards to prevent the Services from containing and/or transmitting any Malware. You are responsible for safeguarding the password that you use to access the Service and you are responsible for any activities or actions under your password. You agree to keep your password secure. Giden will not be liable for any loss or damage arising from your failure to comply with these requirements.19. Notices.
Any notice, request, demand, consent or other communication provided or permitted hereunder will be in writing and given by courier delivery, or sent by registered mail, postage prepaid to the Parties at Giden’s registered address indicated at the start of these Terms and to User by email through the Platform or to the physical address set out below and will be deemed to have been received on the date on which it was delivered or transmitted by facsimile or electronic mail, or on the fifth (5th) day next following the mailing thereof to the addresses provided herein or such other address as a Party may designate in writing from time to time.20. General.
If you have any questions about these Terms or if you wish to receive any additional information, provide feedback or raise any concerns with respect to the Service, please contact us at: firstname.lastname@example.org