Fixed Price Design Project Terms and Conditions
Last updated: October 3, 2023
These Fixed Price Design Project Terms and Conditions (“Fixed Price Design Project Terms”) establish the terms and conditions under which Vistaprint Netherlands B.V. (“VistaPrint””) in collaboration with its affiliate 99designs by Vista (“99designs”) (collectively, “Vista” “we”, “us” or “our") offers and performs Fixed Price Design Project services (“Fixed Price Design Project”). The VistaPrint General Terms and Conditions are incorporated by reference into and deemed to be part of these Fixed Price Design Project Terms, except to the limited extent that the VistaPrint General Terms and Conditions are expressly modified below. In the event of a conflict between these Fixed Price Design Project Terms, the VistaPrint General Terms and Conditions and the 99designs General Terms and Conditions, the Fixed Price Design Project Terms shall prevail.
By requesting a Fixed Price Design Project, you agree to be bound by these Essential Logo Terms. Please read them, including the VistaPrint General Terms and Conditions incorporated herein, carefully. If you do not agree with all of the provisions of these Fixed Price Design Project Terms, VistaPrint in collaboration with its affiliate 99designs will not be able to perform a Fixed Price Design Project for you.
We reserve the right to make changes to these Fixed Price Design Project Terms and to the Fixed Price Design Project offered by Vista at any time without prior notice. You should review these Fixed Price Design Project Terms, and the VistaPrint General Terms and Conditions, each time you access the Fixed Price Design Project pages hosted by VistaPrint and 99designs (“Site”) and its related logo design project services, features and/or functionality available or provided on or through the Site (“Service”). When we make updates to these Fixed Price Design Project Terms and/or VistaPrint General Terms and Conditions, we will update the date at the top of this page. By requesting a Fixed Price Design Project and using the Site and Service offered by Vista after a new version of the Fixed Price Design Project Terms and/or VistaPrint General Terms and Conditions has been posted, you agree to the terms and conditions of such new version.
Certain features of the Fixed Price Design Project may be subject to additional policies, codes or guidelines (collectively, the “Additional Terms”), which are or will be posted on the Service or Site in connection with such features and may be amended or updated from time to time. These Additional Terms include, without limitation, the Client Guidelines.
Such Additional Terms are incorporated by reference into these Essential Logo Terms and are deemed part of these Fixed Price Design Project Terms. In the event of any conflict between the Additional Terms and these Fixed Price Design Project Terms, these Fixed Price Design Project Terms shall prevail.
99designs by Vista is part of Vista, a global e-commerce business with a primary objective of being the expert design and marketing partner for small businesses. Vista strives to meet this objective through a wide variety of products and services offered and delivered by a growing collection of Vista signature services, which include 99designs by Vista, VistaPrint and VistaCreate, among others (collectively, the “Vista Signature Services”). The Vista global e-commerce business is operated through the collective efforts of VistaPrint and 99designs and a number of its global corporate affiliates (collectively, the “Vista Affiliates”).
Vista provides an online platform that helps connect and support customers who wish to purchase designs (“Clients”) and designers who wish to provide such designs (“Designers”) through the Essential Logo Design Projects, Partner Integrations or otherwise. “User” means any user of the Fixed Price Design Project, Site or Services, and may be a Designer or a Client. “Sold Design” means the applicable winning Design Concept (as defined below) sold under an Fixed Price Design Project, following the creation of a design brief (“Design Brief”). Vista reserves the right in their sole discretion to restrict Clients or Designers from creating Fixed Price Design Projects using the services, features and/or functionality available or provided on or through the Site and/or Service and to remove Fixed Price Design Projects. Vista has no involvement in managing or providing the designs to Client and is simply providing the ability for Designer to store files for, work with Clients, and for Clients to request services from, view designs, provide feedback on Fixed Price Design Projects and pay Vista, using the services, features and/or functionality available or provided on or through the Site and Service. Designers invited by 99designs (in 99designs’ sole discretion) to participate in a Fixed Price Design Project may submit design concepts to the Client via the Service (“Design Concepts”). Designers should ensure that all Design Concepts comply with the Design Brief and are submitted in the format specified by Vista by following the instructions on the Service.
__1.2 Fixed Price Design Project __
Client can initiate a Fixed Price Design Project by selecting a package that contains fixed Project Terms (“Fixed Project Terms”) and create a Design Brief. Vista will invoice Client for the Fixed Price Design Project, including the platform fee and any other applicable fees. Once Client pays Vista´s invoice, Designers can express interest in working on the Fixed Price Design Project. Client will choose one Designer to deliver Design Concepts based upon the Design Brief. Client and Designer will work together in accordance with the Design Brief and Fixed Project Terms on Design Concepts until Client selects a final Design Concept, which will be transferred from Designer to Client pursuant to the execution of the Design Transfer Agreement as further set out under Section 2.
Client is entitled to cancel a Fixed Price Design Project and request a refund if Designer has not delivered any Design Concepts to Client, provided it is within 60 days of Client Payment for the Fixed Price Design Project. If Designer has delivered Design Concepts to Client and Designer and Client cannot agree upon a final Design Concept, or Client otherwise wishes to cancel the Fixed Price Design Project and/or request a refund (a “Project Dispute”), Client may initiate a Project Dispute by informing Designer via the 99designs online platform. Client must initiate a Project Dispute within 60 of Client’s payment of Vista´s invoice, after which time Client loses the right to both initiate a Project Dispute and to any refund. Following the initiation of a Project Dispute, Client and Designer shall make good faith efforts to come to a mutually agreed upon resolution of such Project Dispute based upon the Fixed Project Terms. If after a reasonable amount of time, Client and Designer cannot reach a mutually agreed upon resolution to the Project Dispute, Vista shall determine the outcome of the Project Dispute in their sole discretion, including the amount of any refund to Client. If the Fixed Price Design Project is cancelled for any reason, including if the resolution of a Project Dispute does not result in the selection of a final Design Concept, Client will have no right to use the Design Concepts.
1.3 Partner Integrations
Vista may partner with unaffiliated third-party websites and platforms that wish to integrate with Vista to enable Clients to identify potential providers of design or other services and connect with Designers on the 99designs platform and to work with each other on design projects (each such integration being a “Partner Integration”). Clients who choose to acquire design services from Designers through a Partner Integration will be subject to these Terms in respect of any design services acquired and must sign up for a Vista Account. Designers acknowledge and agree that Vista may make their information available to our unaffiliated third-party partners who may make the information available on their own sites for the purpose of such Partner Integrations.
__1.4 Limitations and Restrictions. __
For the avoidance of doubt, Client has no right or license to use or transfer any Design Concept other than the rights they acquire to the Winning Design through the applicable Design Transfer Agreement. Client may not: (a) participate in an Fixed Price Design Project if Client is tendering the creation of the same design through a service other than the Site; (b) allow or request Designers to submit Design Concepts to Client via any means other than via the Site; and/or (c) collude in relation to awarding a separate account held by Client as the successful Designer in a Fixed Price Design Project. Clients and Designers must deal on an arm’s length basis and Client may not cancel any EFixed Price Design Project for the purpose of contracting separately with a Designer who Client meets through the Site which results in Client avoiding paying Vista any Client Payment or any fees and charges of Vista.
2. Design Transfer Agreement
The Design Transfer Agreement, available at http://99designs.com/projects/design-transfer-agreement, sets forth the legally binding terms between the applicable Designer and Client for the sale of a Winning Design through the Fixed Price Design Project.
3. Payment Terms
The following terms apply to Clients who have initiated Fixed Price Design Projects and Designers who are participating in Fixed Price Design Projects.
3.1 Client Payment; Designer Fee. “Client Payment” means Vista´s invoiced price for the Sold Design based on the Fixed Project Terms issued through the Fixed Price Design Project. “Designer Fee” means the charge to Client by Vista for Sold Designs less any introductory and platform fees retained by Vista.
Vista will make refunds of the Client Payment to Client using the same payment methods that Client used to make the Client Payment to Vista or via any other method specified by Vista at its sole discretion from time to time. If a refund is paid to Client or a credit card charge back occurs, then: (a) Designer must reimburse 99designs for the applicable Designer Fee (the reimbursement will first be paid out of any 99designs Credits held by Designer and any remaining debt will be payable by Designer to 99designs on demand); and (b) Client will initially receive the amount of the Client Payment, less the Designer Fee and will receive the Designer Fee only once the Designer Fee is reimbursed by Designer to 99designs. Vista may refund Clients for the following reasons: (i) the Winning Design is Defective; (ii) Vista is required by law or considers that it is required by law to do so; (iii) Vista determines that issuing a refund to Client will avoid any dispute or increased costs to Vista; (iv) Vista issues the refund to Client in accordance with any refund policy specified by Vista from time to time; (v) the order placed (or request made) by Client is found to be fraudulent; (vi) Client placed a duplicate order (or request) in error; or (vii) in Vista´s sole opinion, Vista considers that it is likely that the refund is necessary to avoid a credit card charge back. A Winning Design will be deemed to be “Defective” if: (i) Client and Designer agree it is defective and notify Vista of this fact; (ii) the Winning Design is subject to a third party claim that the Winning Design infringes/misappropriates such third party’s copyright interests, and such claim is plausibly meritorious as determined by Vista in its sole discretion.
3.3 99designs Credits
There are three types of “99designs Credits”: (i) “Client Credits”, which are equivalent to one unit of the local currency based on the location of the Site (e.g., if you are using the U.S. site, the Client Credit would be equivalent to U.S. $1; if you are using the German site, the Client Credit would be equivalent to 1 Euro; etc.); (ii) “Designer Credits”, which are equivalent to U.S. $1 and are used by 99designs to pay the Designer Fee to Designers; and (iii) “Bonus Credits”, which are credits that have not been purchased by a User and are given to a User by 99designs in its sole discretion from time to time and are not equivalent to any currency and only exchangeable for Winning Designs. 99designs Credits are not legal tender and cannot be traded or sold to third parties. Client Credits or Designer Earnings Credits are convertible into the local currency based on the location of the Site. The balance of any Client and Designer Earnings Credits held by you may be reduced at any time by Vista for charge-backs or refunds, or for any amount owing by you to Vista, or to compensate Vista for any loss it has suffered as a result of any breach of these Fixed Price Design Project Terms by you. Provided that you are not in breach of these Fixed Price Design Project Terms and your Vista Account is not suspended, you may at any time (and Vista may require you to at any time) convert Client and Designer Earnings Credits which you hold in your Vista Account to U.S. dollars or any other currency specified by Vista from time to time. Any such payments will be subject to any minimum or maximum withdrawal amounts set by Vista, to address, for example, charge-backs and refunds. Vista is not an escrow service and does not hold cash or property on behalf of any person. All amounts deposited or paid to Vista are property of Vista and Vista may use those funds as it sees fit. The only rights that you have to receive payment of any amounts held by Vista are as set out in this Section 3.3. Upon termination of these Fixed Price Design Project Terms as stated in Section 12, all Bonus Credits will be cancelled immediately and you may convert Client Credits or Designer Earnings Credits described above.
3.4 General Payment Terms
You agree that you are responsible for the collection and/or payment of all Taxes which you may be liable for in any jurisdiction arising from your sale or purchase of any Winning Designs via the Site. Vista is not responsible for collecting, reporting, paying, or remitting to you any such Taxes. “Taxes” means any applicable duties, sales taxes, GST, VAT or other taxes which may be levied in respect of a transaction contemplated by these Terms.
4. Exclusivity and Non-Circumvention
You acknowledge and agree that Vista´s revenue is derived from its receipt of Client Payments made through the Site. Therefore, for 24 months from the time you meet any party through the Site (the “Exclusivity Period”), you must use the Vista Services as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “Vista Relationship”). You may opt-out of this obligation only if Client or prospective Client pays 99designs an “Opt-Out Fee” computed to be the greater of the following amounts:
(a) $2,500; or (b) 15% of the cost to the Client of the services to be performed in the Vista Relationship during the Exclusivity Period, as estimated in good faith by the prospective Client. To pay the Opt-Out Fee, you must request instructions by sending an email message to [email protected].
You agree not to circumvent the payment methods offered by the Site. By way of illustration and not in limitation of the foregoing, you must not: (a) Share any personal information on your Profile (excluding personal websites and portfolios) in the way of email, video, phone or any other method of direct contact. (b) Submit proposals or solicit parties identified through the Site to contact, hire, manage, or pay outside the Site. (c) Accept proposals or solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site. (d) Cancel any Fixed Price Design Project for the purpose of contracting separately with a Designer who Client meets through the Site. (e) Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Client and Designer. You agree to notify Vista immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention policy, please submit a confidential report to us by sending an email message to: [email protected].
__5. Important Disclaimers and Release
We make no warranties regarding the Fixed Price Design Project, Design Concepts, Winning Designs, Partner Integrations or any other products or services provided by us, Vista Affiliates, Designers, Clients, or other Users and each of the foregoing are facilitated through the Site on an “AS IS” basis. Designers are independent contractors and are not employees, agents or representatives of Vista. Designers sell and Clients buy Winning Designs at their own risk. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any other User. Neither Designers nor Vista performs trademark clearances with regard to any Winning Design and as a Client, you are responsible for conducting whatever clearances or other investigations may be necessary to determine whether you may obtain trademark rights in a Winning Design and/or the Winning Design you purchased will not infringe or misappropriate the trademark rights of third-parties. Your interactions with other users are solely between you and such User and Vista will not be responsible for any loss or damage incurred as the result of any such interactions (excluding those directly due to wrongful acts or omissions of Vista). If there is a dispute between you and any User, we are under no obligation to become involved. Notwithstanding the foregoing, Vista will use commercially reasonable efforts to provide the Services described in these Terms.
You hereby release and forever discharge us, our Vista Affiliates and our and their officers, employees, agents, successors, and assigns from, and hereby waive and release, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or relates directly or indirectly to, your use of the Site and/or Services, any interactions or transactions of you with, or act or omission of you in relation to other Users, including Clients and Designers and Third Party Sites & Ads, except in each case excluding those directly due to wrongful acts or omissions of Vista.
If applicable, you hereby waive California Civil Code Section 1542 in connection with the foregoing, which states: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
__7. User Content
7.1 Your User Content_
“User Content” means any and all information, content, reviews and/or testimonials (“Reviews”) that a User submits to, or uses with, the Site or Services. You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby represent and warrant that your User Content does not violate the Acceptable Use Policy (defined below). You may not state or imply that your User Content is in any way provided, sponsored or endorsed by Vista. Because you alone are responsible for your User Content (and not Vista), you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Vista is not obligated to remove any Design Projects, Design Concepts, or Reviews from the Site unless required by applicable Law. Vista is not obligated to backup any User Content and User Content may be deleted at any time. You are solely responsible for creating backup copies of your User Content if you desire.
7.2 License to User Content
You hereby grant, and you represent and warrant that you have the right to grant, to Vista and its Vista Affiliates an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license for all the duration of the intellectual property rights to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, for the purposes of (i) including your User Content in the Site and Services, (ii) offering and/or delivering the Vista Signature Services to you (including making your User Content available on the Vista Signature Services’ platforms) and making your User Content available on third party platforms via Partner Integrations, (iii) for general marketing purposes of Vista Signature Services, and (iv) or for the purposes of enabling and operating a Partner Integration as contemplated in section 1.4 above; provided, however, that Vista will use your Design Brief and Design Concepts in accordance with the private or public settings of the Fixed Price Design Project. You agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. For the avoidance of doubt, Designer’s assignment of the Winning Design (which may be subject to third-party license requirements, if applicable) to Client is set forth in the applicable Design Transfer Agreement.
8. Acceptable Use Policy
The following sets forth Vista´s “Acceptable Use Policy”:
You agree that you will only use the personal information of other Clients or Designers made available to you for the purposes of interacting with them in relation to the Services. Unless otherwise agreed, you must not use their personal information for any other purpose, including for marketing purposes. You represent and warrant that you will comply with all applicable privacy laws and data protection laws in relation to the storage, use and transfer of personal information.
8.2 User Content
You agree not to use the Site or Services with any User Content or to provide any products or services that (a) violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right (including by allowing any third party to download or reuse any User Content in violation of any such third party rights, by using any work in an editorial manner without affixing the necessary credit or attribution or by posting or uploading or allowing any third party to post or upload any User Content on social media sites that grant exclusive rights or ownership in respect of such User Content to any third party); (b) is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, slanderous, indecent, pornographic, obscene, patently offensive (e. g. , material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way or that would otherwise imply that the creator of the User Content, or the persons or property appearing in the User Content (if any), endorse any political, economic or other opinion-based movements or parties or in a way that places any person in the User Content in a bad light or in a defamatory, unlawful, immoral or offensive manner; (c) is in violation of any laws, or obligations or restrictions imposed by any third party; or (d) would cause a material risk to the security or operations of Vista or any third party. We reserve the right (but have no obligation) to review any User Content, investigate, and/or take appropriate action against you in our sole discretion (including removing or modifying your User Content, terminating your Account, and/or reporting you to law enforcement authorities) if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person.
8.3 Use Restrictions
You agree not to use the Site or Services to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise, or to offer, use, or permit the use of the Site and/or Services in a computer service business, third-party outsourcing service, on a membership or subscription basis, on a service bureau basis, on a time-sharing basis, as part of a hosted service, or on behalf of any third party, or to sell, license or distribute any work as stand-alone or as part of an online database or any other database, or any derivative product containing any work in such way that is intended to allow a third party to use, download, extract or access the work as a stand-alone file or otherwise share any work with any third party; (c) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site or Services or violate the regulations, policies or procedures of such networks, or remove, obscure, or alter any proprietary notices associated with the Site and/or Services; (e) attempt to gain unauthorized access to the Site or Services, other computer systems or networks connected to or used together with the Site or Services, through password mining or other means; (f) harass or interfere with another user’s use and enjoyment of the Site or Services; (g) introduce software or automated agents or scripts to the Site or Services so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Site or Services; (h) impersonate any person or entity or falsify or misrepresent yourself or your affiliation with any person or entity; or (i) display, mirror, or frame the Site, or otherwise attempt to interact with the operating system underlying the Site and/or Services.
Subject to these Fixed Price Design Project Terms, Vista grants you a non-transferable, non-exclusive, license to use the Site and Services (excluding Design Concepts, and Winning Designs) for your internal business purposes. For the avoidance of doubt, Designer’s assignment of the Winning Design (subject to third-party license requirements, if and where applicable) to Client is set forth in the applicable Design Transfer Agreement.
9.2 Certain Restrictions
The rights granted to you in these Fixed Price Design Project Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, customize, or otherwise commercially exploit the Site or Services, or otherwise host or sub-license the Site and/or Services (or any part thereof); (b) you shall not modify, make derivative works of, adapt, translate, disassemble, reverse compile, decompile or reverse engineer any part of the Site or Services, or otherwise attempt to discover the source code in the Site and/or Services (or any part thereof); (c) you shall not access the Site or Services in order to build or promote a similar or competitive service; and (d) except as expressly stated herein, no part of the Site or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Site or Services shall be subject to these Terms. All copyright and other proprietary notices on any Site or Services content must be retained on all copies thereof. Vista reserves the right, at any time, to modify, suspend, or discontinue the Site or Services or any part thereof with or without notice. You agree that Vista will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Site or Services or any part thereof. You acknowledge and agree that Vista will have no obligation to provide you with any support or maintenance in connection with the Site or Services.
If you provide Vista any comments, proposals, suggestions or other feedback regarding the Site or Services (“Feedback”), you hereby transfer and assign and agree to transfer and assign to Vista all right, title and interest in the Feedback, including all copyrights and other intellectual property rights therein. You agree that Vista shall have the right to use such Feedback in any manner it deems appropriate. Vista will treat any Feedback you provide to Vista as non-confidential and non-proprietary. You agree that you will not submit to Vista any information or ideas that you consider to be confidential or proprietary.
Each User owns or has the necessary rights to its own User Content. Excluding your User Content, you acknowledge that the Site and Services, including all intellectual property rights, are owned by Vista, our Vista Affiliates or our respective licensors. The provision of the Site and Services does not transfer to you or any third party any rights, title or interest in or to such Site and Services, and/or any intellectual property rights therein. Vista, our Vista Affiliates and our respective suppliers and licensors reserve all rights not granted in these Fixed Price Design Project Terms.
You agree to indemnify and hold Vista, our Vista Affiliates and our and their officers, employees, and agents harmless, including reasonable costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site or Services, (b) your User Content (including your Design Projects, Design Concepts, and Reviews), (c) your interaction with any other User, or (d) your violation of these Terms or any applicable laws. Vista reserves 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 with our defense of these claims. You agree not to settle any matter without the prior written consent of Vista. Vista will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. This Section 10 does not apply to Clients located in the EEA.
11. Third Party Sites & Ads
The Site might contain links to websites, services, and advertisements for unaffiliated third parties (collectively, “Third Party Sites & Ads”). These Third Party Sites & Ads are not under the control of Vista and Vista is not responsible for any Third Party Sites & Ads. 99designs provides these Third Party Sites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites & Ads. You use all Third Party Sites & Ads at your own risk. When you link to a Third Party Site & Ad, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third Party Sites & Ads.
12. Term and Termination
Subject to this Section, these Fixed Price Design Project Terms will remain in full force and effect while you use the Site or Services. We may (a) suspend your rights to use the Site and/or Services (including your Vista Account), including in part or in full, or (b) terminate these Fixed Price Design Project Terms, at any time for a legitimate purpose, including in part or in full, and including for any use of the Site or Services in violation of these Fixed Price Design Project Terms or where any of our licensors terminates our license to use any content. Upon termination of these Fixed Price Design Project Terms, your Vista Account and right to access and use the Site and Services (or relevant part thereof) will terminate immediately. Any 99designs Credits or payments outstanding to you at termination will be paid to you. You understand that any termination of your Vista Account may involve deletion of your User Content associated therewith from our databases. However, we reserve the right to continue to use your User Content to the extent permitted under applicable law. Vista will not have any liability whatsoever to you for any termination of these Essential Logo Terms, including for termination of your Vista Account or deletion of your User Content. Even after these Fixed Price Design Project Terms are terminated, the following provisions of these Fixed Price Design Project Terms will remain in effect: Sections 4, 5, 7, 8, 9 (excluding Section 9.1), 10, 11, 13, 14, and 15.
__13. Disclaimers; Mandatory Statutory Rights
13.1 General Disclaimer_
The Site and Services are provided “AS-IS” and “AS AVAILABLE” and we (and our suppliers) expressly disclaim any warranties and conditions of any kind, whether express or implied, including the warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We (and our suppliers) make no warranty that the Site or Services: (a) will meet your requirements; (b) will be available on an uninterrupted, timely, secure, or error-free basis; or (c) will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe. Some states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.
13.2 Mandatory Statutory Rights
Some jurisdictions provide consumers and others with certain mandatory statutory rights (e.g., right to supplementary performance, right for a refund, right to withdrawal, etc.) which cannot be waived or limited by contract. These Fixed Price Design Project Terms are qualified by such mandatory statutory rights where applicable and shall not be interpreted to waive, limit or other abrogate such mandatory statutory rights.
__14. Limitation on Liability
14.1 In General._
In no event shall we, our Vista Affiliates and/or any of our suppliers or licensors be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special or punitive damages arising from or relating to these Fixed Price Design Project Terms or your use of, or inability to use, the Site or Services, even if we have been advised of the possibility of such damages. Access to, and use of, the Site and Services are at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data resulting therefrom. Notwithstanding anything to the contrary contained herein (but subject to clause 14.4), our (and our suppliers’) liability to you for any damages arising from or related to these Fixed Price Design Project Terms (for any cause whatsoever and regardless of the form of the action), will at all times be limited to the greater of (a) fifty US dollars ($50) or (b) amounts you have paid Vista in the prior 12 months (if any). The existence of more than one claim will not enlarge this limit. Some jurisdictions do not allow the limitation or exclusion of liability for incidental of consequential damages, so the above limitation or exclusion may not apply to you and you may also have other legal rights that vary from jurisdictions to jurisdictions.
14.2 The following Section applies to users in Australia:
If the Consumer Law under the Competition and Consumer Act 2010 (Cth) (or analogous legislation) apply to these Fixed Price Design Project Terms and permits the limitation of liability for breach of warranty implied by legislation, the liability of Vista is limited, at the option of Vista, to: (a) in the case of goods, any one or more of the following: (i) the replacement of the goods or the supply of equivalent goods; (ii) the repair of the goods; (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (iv) the payment of the cost of having the goods repaired; and (b) In the case of services: (i) the supplying of the services again; or (ii) the payment of the cost of having the services supplied again.