Terms of Service

Thank you for using Designlab! These Terms of Service (“Terms”) govern your use of the Designlab Learning, Inc. (“Designlab,” “us,” and “we”) website residing at https://designlab.com (the “Site”) and the Service.

By using Designlab’s Service you agree to be bound by these Terms, and you are representing that you have the authority and capacity to form a contract with Designlab. If you are using our Service on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these Terms. In that case, “you” and “your” will refer to that organization. If you do not agree with all of the provisions of these Terms, you are not authorized to use the Service.

The terms of service include a class action waiver and a waiver of jury trials and require binding arbitration on an individual basis to resolve disputes.

The terms of service limit the remedies that may be available to you in the event of a dispute.

1. THE DESIGNLAB SERVICES

1.1 Designlab provides mentor-led, online design education to students (“Students”) who enroll in the course made available through the Site (“Courses”) and provides services to connect such Students with Designlab approved mentors (“Mentors”) (collectively, the “Service”). “User” means any user of the Service and may be a Mentor or a Student.

1.2 In order to use the Service or enroll in a Course, you must register for an account with Designlab (“Account”) and provide certain information about yourself. In order to become a Mentor, in addition to your Account, you must submit an application to us and be approved by Designlab. Additional information on applying to become a Mentor can be found on the Site. You represent and warrant that: (a) all required registration information you submit is truthful, complete, and accurate; and (b) you will maintain the accuracy of such information. If you wish to delete your Account at any time, for any reason, please contact us at hello@trydesignlab.com. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Designlab of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Designlab cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You may not have more than one Account.

2. CONTENT

2.1 It's very important to us that you understand what rights you are giving Designlab to the content that you create or use with our Service (your “User Content”). We separate your User Content into two categories, which have separate rights: Course Content and Mentor Content. “Mentor Content” means any and all video, audio, text, documents, images, exercises, emails or other information and content that a Mentor submits to the Site for the purposes of administering a Course or related educational services. “Course Content” means any other User Content that is not Mentor Content including any content, artwork, code, projects, or other materials that a Student may upload to their Account portfolio.

2.2 For all Mentor Content, you grant, and you represent and warrant that you have the right to grant, to Designlab a perpetual, nonexclusive, royalty-free and fully paid, worldwide, assignable license, with the right to sublicense, to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your Mentor Content to provide the applicable Course through the Service to Students in accordance with this Agreement, and to advertise, market and promote the Service. You also agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your Mentor Content. With the exception of this license you grant to us and the one you grant to Students above, you retain all rights, title and interest in your Mentor Content and whatever intellectual property rights it contains.

2.3 For your Course Content (if you are a Student this is the only kind of User Content you have) we retain certain rights to your Course Content for limited purposes, e.g., to make Designlab work and to promote the Courses and Service to other Students. You grant, and you represent and warrant that you have the right to grant, to Designlab a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid up, sub-licensable through multiple tiers, transferable license and right to use, reproduce, adapt, publicly display, publicly perform, and otherwise exploit your Course Content including any Personal Elements (as defined below) in your Course Content, in any manner and any media formats and channels now known or later developed or discovered, including in connection with advertising or promotions, without notice or payment to you. For instance, we and our partners may display advertising, promotions and other content in connection with your Course Content and you will not be entitled to any associated revenue. You agree that we and our licensees may give you credit for your Course Content but are not required to so. To the extent permitted by applicable law, you hereby waive and agree not to assert any “moral rights” or other proprietary rights in your Course Content against us, our licensees, our representatives or other users. When you upload any Course Content you also consent to the recording, use and reuse by us and our licensees of your voice, actions, likeness, name, appearance, profile photograph, performance, biographical material, and any other identifying information in your Course Content as used or modified by us (collectively, “Personal Elements”). With the exception of this license you grant to us, you retain all rights, title and interest in your Course Content and whatever intellectual property rights it contains.

2.4 You hereby represent and warrant to Designlab that your User Content does not violate the guidelines described below and that no payments of any kind are required by Designlab to any third party to exercise the licenses described above. You may not state or imply that your User Content is in any way provided, sponsored or endorsed by Designlab. Designlab is not obligated to back up your User Content. Furthermore, you are solely responsible for your User Content and assume all risks associated with use of your User Content. User Content must in its entirety comply with all applicable local and international laws and regulations. Without limiting the foregoing, User Content must not:

i. Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable;
ii. Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
iii. Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any third-party;
iv. Infringe the legal rights (including the right of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws;
v. Promote any illegal activity, or advocate, promote or assist any unlawful act;
vi. Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person;
vii. Impersonate any person, or misrepresent your identity or affiliation with any person or organization;
viii. Involve commercial activities or sales;
ix. Be likely to deceive or give the impression that they emanate from or are endorsed by us, or any other person or entity.

2.5 Designlab may at any time, in its sole discretion, but is not obligated to, review, remove, modify, and/or place age restrictions on any User Content, or investigate and/or take appropriate action, including terminating your Account and/or reporting you to law enforcement authorities, for any reason or no reason, including if you violate these Terms, or otherwise create liability for us or any other person, all without any liability or notice to you.

2.6 You are solely responsible for your interactions with other Users or any other third parties with whom you may interact through the Service, provided, however, that Designlab reserves the right, but has no obligation, to intercede in any dispute between Users.

2.7 If you are a Student, you will not solicit or contact any Mentor to arrange any services similar to the Designlab Service and if you are a Mentor, you will not solicit or contact any Student to arrange any services similar to the Designlab Service.

3. FEES AND PAYMENT

3.1 In order to access Designlab Courses and other paid parts of the Service, Students will need to pay the applicable Designlab Fees, plus any applicable taxes or other charges, described on the Site and may be modified by Designlab from time to time. Except as set forth in these Terms or as otherwise specified on the Site, all fees for the Service are non-refundable. Student will not pay any Mentor outside the Service in connection with the Course.

3.2 Designlab will pay Mentors a fee based on the volume of Students who complete Courses while paired with each applicable Mentor (the “Mentor Fee”). You authorize us and our payment processor to withhold Mentor Payment funds from your payment processing payout until you have earned those funds by way of fulfilling the requisite responsibilities as a Mentor. We and our processor will hold these funds in a reserve and issue periodic payouts to you while you continue to fulfill the requisite responsibilities as a Mentor.

3.3 Unless otherwise agreed to between you and Designlab, Designlab uses Stripe as its third-party service provider for payment services (e.g. card acceptance, payment of Mentor Fees, merchant settlement, and related services). By making use of some or all of these payment services on Designlab you agree to be bound by Stripe's terms and conditions (available at https://stripe.com/terms along with its privacy policy: https://stripe.com/privacy) and hereby consent and authorize Designlab to delegate the authorizations and share the information you provide to us with our third-party service provider(s) to the extent required to provide these payment services to you. Stripe may also be contacted directly for payments support by email at info@stripe.com. We are not responsible for any bank fees, overdraft fees, or other fees or obligations in connection with your payments hereunder. All payments made or accepted hereunder will be in US Dollars.

4. RIGHTS AND OWNERSHIP

The rights granted to you are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit the Service; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Service; and (c) except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. All copyright and other proprietary notices on any Service content must be retained on all copies thereof. You agree not to: (i) use or launch any automated system, including “robots,” “spiders,” or “offline readers,” on the Service; (ii) collect or harvest any information from the Service; (iii) use the Service for any commercial solicitation purposes; (iv) violate any applicable laws; or (v) transmit computer viruses, worms, or any software intended to damage or alter a computer system or data onto the Service. Excluding your User Content: (x) you acknowledge that all the intellectual property rights in the Service are owned by Designlab or its licensors, and (y) you will not share, disclose, or use any portion of the Service except as permitted under these Terms. The provision of the Service does not transfer to you or any third party any rights, title or interest in or to such intellectual property rights. Designlab and its licensors reserve all rights not granted in these Terms. If you provide Designlab any feedback or information either directly to us or through any of our third-party survey providers (“Feedback”), you hereby assign to Designlab all right, title and interest in the Feedback and agree that Designlab may freely use such Feedback. You are not permitted to use any trademarks, logos, and service marks on the Service without our prior written consent or the consent of the applicable third-party owner thereof.

5. THIRD-PARTY SERVICES

The Service may contain links to third-party websites (“Third-Party Websites”) and advertisements for third parties (collectively, “Third-Party Websites & Ads”). Such Third-Party Websites are not under our control and we are not responsible for any Third-Party Websites & Ads. We provide these Third-Party Websites & Ads only as a convenience and do not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites & Ads, or their products or services. You use all links in Third-Party Websites & Ads at your own risk. When you leave our Website, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

6. INDEMNIFICATION

You agree to indemnify and hold Designlab, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Company Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your use of, or inability to use, the Service; (b) your violation of the Terms; (c) your violation of any rights of another party, including any other users; or (d) your violation of any applicable laws, rules or regulations. Designlab reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Designlab in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to the Service.

7. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICE (AND ANY CONTENT AVAILABLE THROUGH THE SERVICE) IS AT YOUR SOLE RISK, AND THE \ SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. DESIGNLAB EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. LIABILITY LIMITATION

OUR CUMULATIVE LIABILITY TO YOU FOR ANY LOSS OR DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, OR ANY CONTENT AVAILABLE THROUGH THE SERVICE, WILL NOT EXCEED $50 OR THE AMOUNT OF FEES PAID TO US BY YOU UNDER THESE TERMS DURING THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT(S) GIVING RISE TO LIABILITY HEREUNDER, WHICHEVER IS GREATER. IN NO EVENT WILL WE BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OR DAMAGE TO DATA, LOSS OF ANTICIPATED REVENUE OR PROFITS, WORK STOPPAGE OR IMPAIRMENT OF OTHER ASSETS OR LOSS OF GOOD WILL, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY OF THESE TERMS. YOU AND DESIGNLAB AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS OR THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.

9. BASIS OF BARGAIN

The disclaimer of warranties and limitation of liability set forth above are fundamental elements of the basis of the agreement between you and us. Designlab would not be able to provide the Service on an economic basis without such limitations. The warranty disclaimer and limitation of liability inure to the benefit of Designlab’s suppliers as well.

10. TERMINATION

These Terms are effective as of the date you accept them (as provided in the preamble) and will continue until terminated as provided herein. We may immediately terminate these Terms if you fail to comply with these Terms or if we decide to cease making the Service generally available. Upon such termination, you must immediately stop using the Service. Sections 2 and 4 – 13 will survive any termination of these Terms.

11. DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA)

The Site is an internet "service provider" under the Digital Millennium Copyright Act, 17 U.S.C. Section 512 (“DMCA”). As required by the DMCA, Designlab maintains specific contact information provided below for notifications of claimed infringement regarding materials posted to the Website. All notices should be addressed to the contact person specified below (our agent for notice of claimed infringement):

We will respond expeditiously to claims of copyright infringement committed on the Website. In notifying us of alleged copyright infringement, the DMCA requires that you include the following information:

(i) description of the copyrighted work that is the subject of claimed infringement; (ii) description of the infringing material and information sufficient to permit us to locate the alleged material; (iii) contact information for you, including your address, telephone number and/or email address; (iv) a statement by you that you have a good faith belief that the material in the manner complained of is not authorized by the copyright owner, or its agent, or by the operation of any law; (v) a statement by you, signed under penalty of perjury, that the information in the notification is accurate and that you have the authority to enforce the copyrights that are claimed to be infringed; and (vi) a physical or electronic signature of the copyright owner or a person authorized to act on the copyright owner's behalf. Failure to include all of the above-listed information may result in the delay of the processing of your complaint.

12. ARBITRATION AGREEMENT

12.1 Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms, use of any product or service provided by Designlab, or related to the processing of personal data, that cannot be resolved informally or on an individual basis in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Section 18 (this “Arbitration Agreement”). Unless otherwise agreed, all arbitration proceedings will be held in English. This Arbitration Agreement applies to you and Designlab, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.

12.2 Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Designlab should be sent to: 34 Third Avenue, Suite 108, New York, NY 10003. After the Notice is received, you and Designlab may attempt to resolve the claim or dispute informally. If you and Designlab do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

12.3 Arbitration Rules. Arbitration shall be initiated through the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If JAMS is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The JAMS Streamlined Arbitration Rules (the “JAMS Rules”) governing the arbitration are available online at http://www.jamsadr.com/. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.

12.4 Additional Rules for Non-Appearance Based Arbitration. If non-appearance-based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

12.5 Time Limits. If you or Designlab pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the JAMS Rules for the pertinent claim.

12.6 Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Designlab, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim (including any claim regarding the enforceability of this Arbitration Agreement or any unconscionability in connection with these Terms). The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the JAMS Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Designlab.

12.7 Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and Designlab in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

12.8 Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

12.9 Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

12.10 Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable with regards to any particular subject matter by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect with regard to such specific subject matter and shall be severed and the remainder of the Agreement shall continue in full force and effect.

12.11 Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.

12.12 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Designlab.

12.13 Small Claims Court. Notwithstanding the foregoing, either you or Designlab may bring an individual action in small claims court.

12.14 Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

12.15 Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.

12.16 Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within New York City, New York, for such purpose.

13. GENERAL PROVISIONS

13.1 Release. You hereby release Designlab Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Service or any interaction between you and any other user of the Service. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”

13.2 Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Designlab’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.