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Last updated: December 1, 2020
The Vexillologist's Choice! Flagmaker & Print is a free online flagmaking and worldbuilding tool, made by and for vexillology enthousiasts. FMP also allows user to buy prints of their own flag designs, subject to our Terms and Conditions. Shortly summarised, these are:
Welcome to Flagmaker&Print, a web-based Site owned and operated by Atelier Vincent De Nil BV, doing business as Flagmaker & Print ("Flagmaker & Print", “we”, “us”, “our” or “Company”), which concerns your access to and use of the https://flagmaker-print.com/ website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). The Site provides an online marketplace for the following goods, products, and/or services:
Flag design and printing (the “Marketplace Offerings”).
In order to help make the Site a secure environment for the purchase and sale of Marketplace Offerings, all users are required to accept and comply with these Terms of Service. You agree that by accessing the Site and/or the Marketplace Offerings, you have read, understood, and agree to be bound by all of these Terms of Service.
IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF SERVICE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND/OR THE MARKETPLACE OFFERINGS AND YOU MUST DISCONTINUE USE IMMEDIATELY. YOUR CONTINUED USE OF THE SITE FOLLOWING THE POSTING OF ANY NOTICE OF ANY CHANGE TO THESE TERMS OF SERVICE SHALL CONSTITUTE YOUR ACCEPTANCE AND AGREEMENT TO SUCH CHANGE.
By using the Site or Marketplace Offerings and registering as a User account of the Site you are deemed to have accepted, executed and be bound by the terms of these Terms of Service. Your registration constitutes an acknowledgement that you are able to electronically receive, download, and print these Terms of Service.
If any of these Terms of Service or any future changes (see “9. Modifications and Interruptions”) are unacceptable to you, do not create an account or accept these Terms of Service, and do not use or continue to use the Site.
The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
The Site is available only to persons who are eighteen (18) years or older (or any greater age required to be deemed to have reached the age of majority under the applicable law of the state or jurisdiction of such person’s primary residence).
By accessing and using the Site, including, but not limited to, the creation of an account, you represent and warrant that you are at least eighteen (18) years old (or any greater age required to be deemed to have reached the age of majority under the applicable law of the state or jurisdiction of your primary residence) and are fully able and competent to enter into these Terms of Service.
Hence, persons under the age of 18 are not permitted to use or register for the Site or use the Marketplace Offerings.
You represent and warrant that you have the right, authority and capacity to enter into, and to be bound by, these Terms of Service and to abide by the terms and conditions of these Terms of Service, and that you will so abide. If you use the Site or accept these Terms of Service on behalf of an entity or agency, or in connection with providing or receiving services on behalf of an entity or agency, you represent and warrant that you have the authority to act on behalf of that entity or agency, and to bind that entity or agency to these Terms of Service. In such case, “User”, “you” and “your” will refer and apply to that entity or agency.
Unless otherwise indicated, the Site and the Marketplace Offerings are our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Service, no part of the Site or the Marketplace Offerings and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
Provided that you are eligible to use the Site or Marketplace Offerings, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use.
We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.
The Site, the Marketplace Offerings, and any User Content belonging to another User may not be used, modified, reproduced, duplicated, copied, published, distributed, downloaded, sold, resold, transformed, redesigned, reconfigured, retransmitted, or otherwise exploited by you for any purpose without express prior written consent of Company (or the applicable User with respect to such User’s User Content). Violation of this Section may result in infringement of intellectual property and contractual rights of Company, other Users of the Site, or other third parties, which is prohibited by law and could result in substantial civil and criminal penalties. Except as expressly set forth above, these Terms of Service do not grant to you any express, implied or other license or right in and to any intellectual property belonging to Company, any other User or any other third party.
You retain full ownership of all of your Content (i.e. the flag you created) and any intellectual property rights or other proprietary rights associated with your Content, however, Flagmaker & Print is not liable for copyright infringement but if someone has used one of your copyrighted emblems without your approval, contact us at email@example.com
We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to applicable law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney.
By posting your Content to any part of the Site or Marketplace Offerings, you automatically grant, and you represent and warrant that you have the right to grant, to use an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Content for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Content, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.
This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Content, and you warrant that moral rights have not otherwise been asserted in your Content.
We do not assert any ownership over your Content. You retain full ownership of all of your Content and any intellectual property rights or other proprietary rights associated with your Content. We are not liable for any statements or representations in your Content provided by you in any area on the Site. You are solely responsible for your Content to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Content.
We have the right, in our sole and absolute discretion,
(1) to edit, redact, or otherwise change any Content;
(2) to re-categorize any Content to place them in more appropriate locations on the Site; and
(3) to pre-screen or delete any Content at any time and for any reason, without notice. We have no obligation to monitor your Content.
Company retains all right, title and interest in and to the Site, including, without limitation,
(i) all text, graphics, typefaces, formatting, graphs, designs, editorial content, HTML, look and feel, software, and data,
(ii) all business processes, procedures, methods, and techniques used in the Site,
(iii) all other materials and content uploaded or incorporated into the Site, including, without limitation, all Site Content (but excluding User Content, which is owned by the applicable User, but which Company has a license to use pursuant to these Terms of Service), and
(iv) all associated trade secret rights and other intellectual property and proprietary rights recognized anywhere in the world (collectively, “Site IP”).
Site IP is protected in all forms, media and technologies now known or hereinafter developed. Company owns all Site IP, as well as the coordination, selection, arrangement and enhancement of such Site IP as a Collective Work. The Site IP is protected by the domestic and international laws of copyright, patents, and other proprietary rights and laws.
You retain all right, title and interest in and to any User Content that you upload onto the Site; provided, that you hereby grant to Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, assignable, sublicensable (through multiple tiers) license to exercise all copyright, publicity rights, and any other rights you have in such User Content, in any media now known or not currently known in order to operate, perform, promote, advertise, market, and improve upon the Site (the “User Content License”).
You acknowledge and agree that Company may establish general practices and limits concerning use of the Site, including without limitation the maximum number of days that User Content posted to the Site will be retained by or made available through the Site and the maximum disk space that will be allotted on Company’s servers on your behalf. You agree that Company has no responsibility or liability for the blocking, deletion or failure to store any User Content maintained or transmitted by the Site. You further acknowledge that Company reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice to you.
The service marks and trademarks of Company, including without limitation Company and Company logos are service marks owned by Company. Any other trademarks, service marks, logos and/or trade names appearing via the Site are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of Company or the applicable owner.
Company respects the intellectual property rights of others and expects all Users to do the same. If you believe, in good faith, that a User of the Site is infringing your or any third party’s copyrights or other intellectual property rights, please provide notification of such violation containing the following information (“Infringement Notice”) to Company’s designated copyright agent at: Atelier Vincent De Nil BV, Leeuwerikenlaan 25, Hamme, Oost-Vlaanderen 9220, Belgium, or via electronic mail to firstname.lastname@example.org, including any questions you may have about the terms and conditions of which Infringement Notice must include:
You may not access or use the Site or the Marketplace Offerings for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
By using the Site or the Marketplace Offerings, you represent and warrant that:
(1) you have the legal capacity and you agree to comply with these Terms of Service;
(2) you are not a minor in the jurisdiction in which you reside;
(3) you will not access the Site or the Marketplace Offerings through automated or non-human means, whether through a bot, script or otherwise;
(4) you will not use the Site for any illegal or unauthorized purpose; and
(5) your use of the Site or the Marketplace Offerings will not violate any applicable law or regulation.
We retain the right to refuse any flag order.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).
You may not use the Site or the Marketplace Offerings for any illegal or unauthorized purpose nor may you, in the use of Marketplace Offerings, violate any laws. Among unauthorized Marketplace Offerings are the following:
Intoxicants of any sort; illegal drugs or other illegal products; alcoholic beverages; games of chance; and pornography or graphic adult content, images, or other adult products. Postings of any unauthorized products or content may result in immediate termination of your account and a lifetime ban from use of the Site.
We will not accept politically sensitive, hateful or current-events ideological flags. This includes hate symbolism, emblems belonging to existing political movements or parties or similar.
You understand and agree that the content of the Site or the Marketplace Offerings does not contain or constitute representations to be reasonably relied upon, and you agree to hold us harmless from any errors, omissions, or misrepresentations contained within the Site’s content. We do not endorse or recommend any Marketplace Offerings and the Site is provided for informational and advertising purposes only.
As a user of the Site, or the Marketplace Offerings you agree not to:
The Site may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Content"). Content may be viewable by other users of the Site and the Marketplace Offerings and through third-party webSites. As such, any Content you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Content, you thereby represent and warrant that:
Any use of the Site or the Marketplace Offerings in violation of the foregoing violates these Terms of Service and may result in, among other things, termination or suspension of your rights to use the Site and the Marketplace Offerings.
Commercial advertisements, affiliate links, and other forms of solicitation are not permitted and may be removed from the Site without notice to you at any time. In certain instances, Company may agree to provide you with access to secure, password protected pages of the Site. Such access is restricted to authorized Users only and any attempt by you to access these protected pages without authorization may subject you to criminal or civil liability. This License terminates automatically upon any unauthorized use of the Site and Company will take appropriate investigative and legal action for any illegal or unauthorized use of the Site.
Company reserves the right, in its sole discretion and without notice or liability to you, to suspend or terminate your use of, or access to, the Site (either in whole or in part) at any time for any reason with any conditions, including, but not limited to, if Company believes in good faith that you have violated or acted inconsistently with these Terms of Service or any applicable law or that you have engaged in conduct that Company determines to be inappropriate or unacceptable.
Company reserves the right, in its sole discretion, to terminate your access to the Site if you file any claim against Company or any claim that involves the Site. Company also reserves the right, at its sole discretion, to seek and obtain any other remedies available to it pursuant to any applicable laws and regulations or at equity as a result of your breach of these Terms of Service or any other act or omission by you that gives rise to a claim by Company. If Company terminates, limits, or suspends your right to use the Site, without Company’s prior written consent, you are prohibited from registering and creating a new Account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In the event your right to use the Site terminated, limited, or suspended, these Terms of Service will remain in effect and enforceable against you.
You may terminate these Terms of Service at any time by ceasing all use of the Site or Marketplace Offerings; provided, that all sections of these Terms of Service which by their nature should survive the expiration or termination shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of these Terms of Service.
Your access to the Site or Marketplace Offerings may be interfered with by numerous factors outside of Company’s control including, but not limited to, telecommunications and/or wireless network service disruptions, computer or mobile device viruses and bugs, tampering, unauthorized intervention, fraud, technical failures, and server, equipment or software defects. Company is not responsible and will have no liability for any failures of the internet or any data or telecommunications equipment, system or network used in connection with the Site. In addition, perfect security does not exist on the Internet; Company cannot and does not guarantee that any Registration Data or other personally identifiable information submitted to the Site will not become public under any circumstances.
You represent and warrant that (i) all Registration Data and (ii) all User Content and other information that you submit onto the Site, including, without limitation, any information submitted in connection with posting a flag or through any chat with another User, is true, accurate, current and complete, (ii) that you are the sole owner of all right, title and interest in, or have obtained all necessary rights and licenses from the applicable owner of, any User Content or other information you submit or upload onto the Site, and (iii) that such User Content and other information, when used for the purposes in which it is submitted onto the Site, does not infringe upon the rights of any third party, including, without limitation, intellectual property rights, property rights and rights of publicity/privacy. You acknowledge and agree that you shall be solely responsible for all Registration Data, User Content and other information that you post, upload, link to, publish, exchange, or display onto the Site and that Company reserves the right to reject, refuse to post, edit, modify, remove all or a portion of any such Registration Data, User Content or other information from the Site that Company determines, in its sole discretion, does not comply with these Terms of Service, or for any other reason, without notice or liability to you.
You represent and warrant that your use of the Site or Marketplace Platforms shall be in compliance with these Terms of Service in all respects, as well as any other applicable laws, rules and regulations of any governmental authority, wherever you are located.
You represent and warrant that you will respect the privacy (including without limitation private, family and home life), property and data protection rights of Users and that you will not use any flag or any interaction by or with any User and/or the Company in connection with Site or Marketplace Offerings without the prior written consent of such User or the Company.
The Site contains public User profiles, chat and other User-to-User messaging functions, review and rating systems, and may in the future contain additional communication facilities such as blogs, message boards, news groups, forums and other interactive community-based systems that allow Users to communicate with other Users (collectively, “Public Areas”). You may only use such Public Areas to send and receive messages and material that are relevant and proper to the applicable forum. You further acknowledge and agree that submissions made to Public Areas may be publicly available to all other Users, or in certain cases, specific other Users, and that you will be publicly identified by your Account username or login identifier when communicating in Public Areas, and Company will not be responsible for the action of any Users with respect to any information or materials posted in Public Areas.
All Users shall be solely responsible for all interactions with other Users of the Site. In your interactions with other Users, you agree to conduct yourself professionally, civilly and respectfully at all times. While using the Site, you agree that you shall not under any circumstances harass or make mischief against any other User of the Site.
You hereby acknowledge and agree that Company does not actively monitor or police the Public Areas or specific interactions between Users of the Site (and has no obligation to do so) and you hereby disclaim and hold Company harmless from and against any and all liability resulting from a User’s interaction with, or conduct towards, any other User. Notwithstanding the foregoing, Company reserves the right to determine, at its sole discretion, what constitutes harassment or mischief, and where that has occurred, and may, also at its sole discretion, partially or completely deny, suspend or terminate access to the Site to any infringing party.
There may be information on the Site or Marketplace Offerings that contains typographical errors, inaccuracies, or omissions that may relate to the Site or Marketplace Offerings, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Content; (2) to re-categorize any Content to place them in more appropriate locations on the Site; and (3) to pre-screen or delete any Content at any time and for any reason, without notice. We have no obligation to monitor your Content.
We make every effort to display as accurately as possible the colors, features, specifications, and details of the Marketplace Offerings available on the Site. However, we do not guarantee that the colors, features, specifications, and details of the Marketplace Offerings will be accurate, complete, reliable, current, or free of other errors, and your electronic display may not accurately reflect the actual colors and details of the products.
All Marketplace Offerings are subject to availability, and we cannot guarantee that Marketplace Offerings will be in stock. Certain Marketplace Offerings may be available exclusively online through the Site. Such Marketplace Offerings may have limited quantities and are subject to return or exchange only according to our Return Policy.
We reserve the right to limit the quantities of the Marketplace Offerings offered or available on the Site. All descriptions or pricing of the Marketplace Offerings are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any Marketplace Offerings at any time for any reason. We do not warrant that the quality of any of the Marketplace Offerings purchased by you will meet your expectations or that any errors in the Site will be corrected.
We accept the following forms of payment:
- American Express
You agree to provide current, complete, and accurate purchase and account information for all purchases of the Marketplace Offerings made via the Site. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in U.S. dollars.
You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.
We reserve the right to refuse any order placed through the Site or Marketplace Offerings. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.
Company reserves the right, in its sole discretion (but not the obligation), upon request from a User or upon notice of any potential fraud, unauthorized charges or other misuse of the Site, to (i) place on hold any invoice payment, or (ii) refund.
Users are independent contractors and are not employees of the Company, or one another, and each User is solely responsible for all of its own employees, subcontractors, labor costs and, except as otherwise provided in these Terms of Service, expenses (including without limitation timely payment of all income taxes, payroll taxes and related withholdings, and applicable VAT) arising in connection with any use or purchase.
No User has the authority to enter into any written or oral contract (whether express or implied) on behalf of Company or any other User (as applicable) or to bind Company or any other User to any third-party obligations.
Each User hereby acknowledges and agrees that Company does not employ individuals to draw flags, nor does Company supervise, direct, control, oversee, or monitor, and is not in any way responsible or liable for, any services, deliverables or other obligations of any User in connection with a flag.
The Site only enables connections and sales between Users for the fulfillment of buying flags.
Company does not have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever regarding the flags, nor of the integrity, responsibility, qualifications or any of the actions or omissions whatsoever of any Users.
Company shall have no liability whatsoever to any User with respect to any services and deliverables provided, or for the actions or inactions of any User.
These Terms of Service shall remain in full force and effect while you use the Site or Marketplace Offerings. Without limiting any other provision of these Terms of Service, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the Site and the marketplace offerings (including blocking certain ip addresses), to any person for any reason or for no reason, including without limitation for breach of any representation, warranty, or covenant contained in these Terms of Service or of any applicable law or regulation. We may terminate your use or participation in the Site and the marketplace offerings or delete any content or information that you posted at any time, without warning, in our sole discretion.
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
We reserve the right - in our sole discretion - to change, modify, or remove the contents of the Site or Marketplace Offerings at any time or for any reason at our sole discretion without notice.
However, we have no obligation to update any information on our Site or Marketplace Offerings.
We also reserve the right to modify or discontinue all or part of the Marketplace Offerings without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site or the Marketplace Offerings.
Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference.
We will alert you about any changes by updating the “Last updated” date of these Terms of Service, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Service to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Service by your continued use of the Site after the date such revised Terms of Service are posted.
We cannot guarantee the Site and the Marketplace Offerings will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site or the Marketplace Offerings at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site or the Marketplace Offerings during any downtime or discontinuance of the Site or the Marketplace Offerings. Nothing in these Terms of Service will be construed to obligate us to maintain and support the Site or the Marketplace Offerings or to supply any corrections, updates, or releases in connection therewith.
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of:
(1) your Content;
(2) use of the Marketplace Offerings;
(3) breach of these Terms of Service;
(4) any breach of your representations and warranties set forth in these Terms of Service;
(5) your violation of the rights of a third party, including but not limited to intellectual property rights; or
(6) any overt harmful act toward any other user of the Site or the Marketplace Offerings with whom you connected via the Site.
Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Marketplace Offerings, as well as data relating to your use of the Marketplace Offerings. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Marketplace Offerings. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
We may provide you areas on the Site to leave reviews or ratings. When posting a review, you must comply with the following criteria:
(1) you should have firsthand experience with the person/entity being reviewed;
(2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language;
(3) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability;
(4) your reviews should not contain references to illegal activity;
(5) you should not be affiliated with competitors if posting negative reviews;
(6) you should not make any conclusions as to the legality of conduct;
(7) you may not post any false or misleading statements; and
(8) you may not organize a campaign encouraging others to post reviews, whether positive or negative.
We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to reviews.
The Site may include third-party content or links (such as hyperlinks) to third party websites or services (including external websites that are framed by the Site as well as any advertisements displayed in connection therewith) that are not owned or controlled by Company (collectively, “Third Party Content”). They are provided as an information service, for reference and convenience only. Company does not control any such Third-Party Content, and is not responsible for their :
(i) availability or accuracy, or
(ii) content, advertising, or products or services.
Inclusion of any Third-Party Content on the Site does not constitute or indicate Company’s endorsement thereof and Company shall not be liable or responsible for any Third-Party Content transmitted through the Site. You shall be subject to any additional terms and conditions of use, guidelines or rules applicable to any Third-Party Content that you access through the Site (“Third Party Terms”). All such Third-Party Terms are hereby incorporated by reference into these Terms of Service. You acknowledge and agree that Company will not and cannot censor or edit any Third-Party Content and that you shall assume the sole responsibility for and risk associated with your use of Third Party Content, including compliance with the terms and conditions of use, privacy policies, or practices associated therewith. Accordingly, Company encourages you to be aware when you leave the Site and to read the terms and conditions of use and privacy policies associated with any Third-Party Content.
By using the Site, you expressly relieve and hold Company harmless from any and all liability arising from your use of any Third-Party Content, including any loss or damage incurred as a result of any dealings between you and any third parties, or as the result of the presence of such Third-Party Content on the Site or the failure of such Third-Party Content to function as intended. It is your responsibility to evaluate the content and usefulness of the information obtained from Third-Party Content.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site or the Marketplace Offerings ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
For purposes of these Terms of Service, “Confidential Information” means any trade secrets or non-public, proprietary information and data of Company or any other User (whether or not marked as proprietary and confidential), including, without limitation, information relating to the business, affairs or operations of Company or any other User, financial data, business plans or strategies, methodologies, programs, concepts, strategies, materials, research, product plans, products, developments, marketing, customer data, technology, inventions, processes, intellectual property (including, without limitation, any patents, copyrights, trademarks, trade names, trade secrets, trade dress, moral rights, and any applications related thereto), design techniques, employee information, competitor lists, and any and all other information not generally ascertainable from the public or published information, which is disclosed to, received by, or obtained from any source by you pursuant to or as a result of these Terms of Service or your use of the Site.
You agree that, without the prior written consent of Company or the other applicable User, you will not disclose or use for your own purposes any Confidential Information. You further agree that you will take all reasonable precautions to protect Confidential Information directly disclosed to you, using at least the same standard of care as you use to maintain the confidentiality of your own Confidential Information. Notwithstanding the foregoing, you may disclose Confidential Information to the extent required by operation of law, or by a court or governmental agency, or if necessary in any proceeding to establish rights or obligations under these Terms of Service; provided that you will, unless legally prohibited, provide Company or the other applicable User with reasonable prior written notice sufficient to permit Company or the other applicable User an opportunity to contest or limit the nature of such disclosure. You shall promptly notify Company or the other applicable User in writing of any circumstances which may constitute unauthorized disclosure, transfer, or use of Confidential Information. If you commit, or threaten to commit, a breach of this Section, Company or the other applicable User will have the right to seek injunctive relief from a court of competent jurisdiction.
Neither Company nor its affiliates or licensors is responsible for the conduct, whether online or offline, of any User of the Site and you hereby release Company and its affiliates or licensors from any liability related thereto. Company and its affiliates and licensors will not be liable for any claim, injury or damage arising in connection with your use of the Site.
In no event will we or our directors, employees, or agents be liable to you or any third party for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit, lost revenue, loss of data, or other damages arising from your use of the Site or the marketplace offerings, even if we have been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, our liability to you for any cause whatsoever and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to us during the one 1 month period prior to any cause of action arising.
The Site is only a venue for connecting Users. Because Company is not involved in the actual contact between Users, in the event that you have a dispute with one or more Users, you release Company and its affiliates, and their respective officers, directors, agents, investors, subsidiaries, and employees, from any and all claims, demands, or damages (actual or consequential) 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. Company expressly disclaims any liability that may arise between users of its Site.
Your use of the Site is entirely at your own risk. The Site is provided on an “as is” basis without warranties of any kind, either express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose and non-infringement. Company makes no warranties or representations about the accuracy or completeness of the content provided through the Site or third party content linked to the Site and assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content, (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Site, (iii) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein. Company does not warrant, endorse, guarantee or assume responsibility for any service advertised or offered by a third party through the Site or any hyperlinked website or featured in any banner or other advertising and company will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services, other than as provided herein.
As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate. Without limiting the foregoing, neither company nor its affiliates or licensors warrant that access to the Site will be uninterrupted or that the Site will be error-free; nor do they make any warranty as to the results that may be obtained from the use of the Site, or as to the timeliness, accuracy, reliability, completeness or content of a flag, information or materials provided through or in connection with the use of the Site. Neither company nor its affiliates or licensors is responsible for the conduct, whether online or offline, of any user. Neither company nor its affiliates or licensors warrant that the Site is free from viruses, worms, trojan horses, or other harmful components. Company and its affiliates and licensors cannot and do not guarantee that any personal information supplied by you will not be misappropriated, intercepted, deleted, destroyed or used by others.
You acknowledge and agree that company is only willing to provide the Site if you agree to certain limitations of our liability to you and third parties. Therefore, you agree not to hold company, its affiliates, its licensors, its partners in promotions, sweepstakes or contests, or any of such parties’ agents, employees, officers, directors, corporate partners, or participants liable for any damage, suits, claims, and/or controversies (collectively, “liabilities”) that have arisen or may arise, whether known or unknown, relating to your or any other party’s use of or inability to use the Site, including without limitation any liabilities arising in connection with the conduct, act or omission of any user (including without limitation stalking, harassment that is sexual or otherwise, acts of physical violence, and destruction of personal property), any dispute with any user, any instruction, advice, act, or service provided by company or its affiliates or licensors and any destruction of your information.
You and company agree that any proceedings to resolve or litigate any dispute will be conducted solely on an individual basis, and that neither you nor company will seek to have any dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which you or company acts or proposes to act in a representative capacity. You and company further agree that no proceeding will be joined, consolidated, or combined with another proceeding without the prior written consent of you, company, and all parties to any such proceeding.
You hereby agree to indemnify, defend and hold harmless, Company and its directors, officers, employees, affiliates, content partners, vendors, third party licensors, distributors, advertisers, and other contracting parties, together with their respective director, officers, employees, successors, assigns, consultants and other agents, from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim, action, or proceeding brought by a third party based on:
(i) your use of, or inability to use, the Site or any gig services;
(ii) any breach of any representation, warranty, covenant or obligation of yours under these Terms of Service;
(iii) any Registration Data or User Content posted by you onto the Site or Marketplace Offerings;
(iv) your violation of any applicable law or regulation; or
(v) your violation of any third-party right, including, but not limited to, any intellectual property right.
Company shall promptly notify you of any such claim, and you shall assume control of the defense of such claim upon Company’s request. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the written consent of Company.
We reserve the right, but not the obligation, to:
(1) monitor the Site for violations of these Terms of Service;
(2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Service, including without limitation, reporting such user to law enforcement authorities;
(3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Content or any portion thereof;
(4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or Marketplace Offerings or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and
(5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site and the Marketplace Offerings.
Please review our Return Policy posted on the Site prior to making any purchases.
Refused orders will be refunded and cancelled upon receiving.
These terms shall be governed by and defined following the laws of Belgium without regard to its conflict of law provisions.
Atelier Vincent De Nil BV and you irrevocably consent that the courts of Belgium shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these terms.
Except with respect to any Claim (defined below) subject to arbitration pursuant to Section 23 below, all other Claims shall be subject to the exclusive jurisdiction of the courts located in Belgium and you agree to submit to the personal jurisdiction and venue of such courts; provided, that Company reserves the right to bring proceedings against you for breach of these Terms of Service in any other jurisdiction.
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Service (each a "Dispute" and collectively, the "Disputes") brought by either you or us (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
Your address for such notices is your billing address, with an email copy to the email address you have provided to Company. Company’s address for such notices is Atelier Vincent De Nil BV, Leeuwerikenlaan 25, Hamme, Oost-Vlaanderen 9220, Belgium, Attention: Legal. If necessary to preserve a Claim under any applicable statute of limitations, you or Company may initiate arbitration while engaging in the informal negotiations.
In the event that informal negotiations fail to settle any claim, you and company mutually agree to waive your respective rights to resolution of all such claims between you (except those expressly excluded below) in a court of law by a judge or jury and agree to resolve any disputes by binding arbitration
You acknowledge and understand that you and company are waiving the right to sue in court or have a jury trial for all claims, except as expressly otherwise provided in this arbitration agreement. This arbitration agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated except those claims and disputes which by terms of this arbitration agreement are expressly excluded from the requirement to arbitrate.
Any dispute arising from the relationships between the Parties to this contract shall be determined by one arbitrator who will be chosen in accordance with the Arbitration and Internal Rules of the European Court of Arbitration being part of the European Centre of Arbitration having its seat in Strasbourg, and which are in force at the time the application for arbitration is filed, and of which adoption of this clause constitutes acceptance. The seat of arbitration shall be Brussels, Belgium. The language of the proceedings shall be Dutch. Applicable rules of substantive law shall be the law of Belgium.
You and Company agree that any arbitration will be limited to the Claim between Company and you individually. You acknowledge and agree that you and company are each waiving the right to participate as a plaintiff or class member in any purported class action or representative proceeding (“class action waiver”). Further, unless both you and Company otherwise agree, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding.
The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on a class, collective, or representative basis.
The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration:
(a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party;
(b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and
(c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
Notwithstanding any other provision of these Terms of Service, the Arbitration Agreement or the AAA Rules (defined below), disputes regarding the scope, applicability, enforceability, revocability or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which:
(i) the Claim is filed as a class, collective, or representative action and
(ii) there is a final judicial determination that the Class Action Waiver is unenforceable as to any Claims, the class, collective, and/or representative action on such Claims must be litigated in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible.
Notwithstanding any other provision of these Terms of Service or the Arbitration Agreement, to the fullest extent allowed by law:
As part of the arbitration, both you and Company will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim(s). The arbitrator may award any individualized remedies that would be available in court. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claims. The arbitrator will provide a reasoned written statement of the arbitrator’s decision, which shall explain the award given and the findings and conclusions on which the decision is based.
The following types of Claims are not required to be arbitrated under the Arbitration Agreement:
You may opt out of the arbitration agreement by notifying company in writing within 30 days of the date you first registered for the Site or 30 days from the date you accepted these Terms of Service on the Site. To opt out, you must send a written notification to company at Atelier Vincent De Nil BV, Leeuwerikenlaan 25, Hamme, Oost-Vlaanderen 9220, Belgium, to theattention: “Legal”, that includes (a) your account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a clear statement indicating that you do not wish to resolve claims through arbitration and demonstrating compliance with the 30 day time limit to opt out of the above arbitration and class action/jury trial waiver provisions.
Company may from time to time provide certain promotional opportunities, sweepstakes and contests to Users. All such promotions will be run at the sole discretion of Company, and can be activated, modified or removed at any time by Company without advance notification and the liability of any of Company’s partners pursuant to such promotional opportunities, sweepstakes and contests shall be limited pursuant to the Sections of these Terms of Service.
Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. You hereby agree to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by us or via the Site. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
Except as explicitly stated otherwise, any notices to Company shall be sent by certified mail, return receipt requested, Atelier Vincent De Nil BV, Leeuwerikenlaan 25, Hamme, Oost-Vlaanderen 9220, Belgium, or via electronic mail to email@example.com, including any questions you may have about the terms and conditions of use set forth in these Terms of Service.
Failure by Company to enforce any provision(s) of these Terms of Service will not be construed as a waiver of any provision or right.
These Terms of Service constitute the entire agreement between you and Company with respect to the subject matter hereof.
If any provision of these Terms of Service is found to be invalid or unenforceable, the remaining provisions will be enforced to the fullest extent possible, and the remaining provisions will remain in full force and effect.
This Terms of Service may not be assigned or transferred by you without our prior written approval.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website, the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Company may assign or transfer these Terms of Service without your consent, including but not limited to assignments:
(i) to a parent or subsidiary,
(ii) to an acquirer of assets, or
(iii) to any other successor or acquirer. Any assignment in violation of this section shall be null and void. These Terms of Service will inure to the benefit of Company, its successors and assigns.
These Terms of Service and any policies or operating rules posted by us on the Site or in respect to the Marketplace Offerings constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Service shall not operate as a waiver of such right or provision. These Terms of Service operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Service is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Service and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Service or use of the Marketplace Offerings. You agree that these Terms of Service will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Service and the lack of signing by the parties hereto to execute these Terms of Service.
The Site and the marketplace offerings are provided on an AS-IS and as-available basis. You agree that your use of the Site and our services will be at your sole risk. To the fullest extent permitted by law, we disclaim all warranties, express or implied, in connection with the Site and the marketplace offerings and your use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We make no warranties or representations about the accuracy or completeness of the Site’s content or the content of any websites linked to the Site and we will assume no liability or responsibility for any
(1) errors, mistakes, or inaccuracies of content and materials,
(2) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Site,
(3) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein,
(4) any interruption or cessation of transmission to or from the Site or the marketplace offerings,
(5) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Site by any third party, and/or
(6) any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the Site. We do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Site, any hyperlinked website, or any website or mobile application featured in any banner or other advertising, and we will not be a party to or in any way be responsible for monitoring any transaction between you and any third-party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate.
In order to resolve a complaint regarding the Site or the Marketplace Offerings or to receive further information regarding use of the Site or the Marketplace Offerings, please contact us at:
Atelier Vincent De Nil BV
Hamme, Oost-Vlaanderen 9220
Phone: +32 493 50 45 90