DESIGN LISTING AGREEMENT 

This is the DESIGN LISTING AGREEMENT between YOU (hereinafter referred to as the "Designer") and ROGUE DESIGNS INC. (hereinafter referred to as the "Listing Broker") which comprises of all of the following terms as described below:

 
BY CHECKING THE BOX "I agree to Rogue Design's Terms", AND CHOOSING “Save”, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS DESIGN LISTING AGREEMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN.  IF YOU DO NOT AGREE TO THIS BUYER'S ACCOUNT AGREEMENT, DO NOT CHECK THE BOX "I agree to Rogue Design's Terms" AND DO NOT POST DESIGNS ON THIS WEB SITE!!!.

1.         ACCEPTANCE OF TERMS

a)  The Listing Broker may revise, at any time and at its sole discretion, this Design Listing Agreement.

b)  The Designer hereby agree that is it the Designer's sole responsibility to periodically visit this page and re-read this Design Listing Agreement to determine the then current Design Listing Agreement to which the Designer is bound.

c)  By registering with the Listing Broker as a Designer or by posting anything on the Listing Website, the Designer hereby agree to be bound by this Design Listing Agreement and any revisions thereto.

d)  If the Designer does not agree to any future revisions of this Design Listing Agreement, the Designer shall immediately stop posting on the Listing Website and immediately contact the Listing Broker for an immediate removal of any and all Design(s) and other postings associated with the Designer from the Listing Website.

e)  This Design Listing Agreement is separate and distinct from the Terms of Use Agreement which the Designer has agreed to by using this web site, and the Designer, by agreeing to this Design Listing Agreement, remains bound to the Terms of Use Agreement which is available for viewing in this web site.

f)  Notwithstanding any similar terms as between this Design Listing Agreement and the Terms of Use Agreement, this Design Listing Agreement shall NOT revoke nor replace the Terms of Use Agreement and both agreements are to complement each other and both agreements are enforceable by the Listing Broker against the Designer.

                     

2.         LISTING AUTHORITY

a)  The Designer hereby authorizes the Listing Broker to list one or more designs, whether industrial or otherwise, owned by the Designer and submitted to the Listing Broker for listing (hereinafter referred to as the "Design(s)") on this website or any other listing and sales website owned by the Listing Broker (hereinafter referred to as the "Listing Website")

b)  The Designer hereby

i) authorizes the Listing Broker to obtain any information concerning the Design(s), including any intellectual property registration(s) connected with the Design(s) in any jurisdiction or country, and to share, without  notice to the Designer, such information to$ any potential or actual buyer of the Design(s);

ii) authorizes the Listing Broker to advertise the Design(s) on the Listing Website and by way of any printed material or literature; and

iii) authorizes the Listing Broker to set the specific listing price for any specific Design submitted by the Designer and advertised or listed for sale on the Listing Website.

c)  Any Design submitted by the Designer to the Listing Agent for sale in the Listing Website will be sold via the Listing Website by payment of a listing price, to be suggested by the Designer but ultimately decided by the Listing Broker (hereainafter referred to as "Listing Price"), plus any and all applicable taxes.

d)  During the setting of the Listing Price for any particular Design submitted by the Designer to the Listing Broker, the Designer may also submit a suggested price to the Listing Broker, but the Designer hereby agrees and understands that the Listing Broker has final and sole authority on the setting of the Listing Price, based on the Listing Broker's own estimate of the fair market value of the particular Design submitted by the Designer.

 

3.         BROKERING PERIOD

a)  The Designer authorizes the Listing Broker to list for sale any submitted Design(s) for a period of at least TWELVE (12) continuous months on the Listing Website (hereinafter referred to as the "Minimum Brokering Period").

b)  The Designer authorizes the Listing Broker to advertise any submitted Design(s) on by way of any printed material or literature during the Minimum Brokering Period.

c)  During the Minimum Brokering Period, the Designer may not terminate this Design Listing Agreement and may not remove any personal profile of himself or herself from the Listing Website.

d)  After the end of the Minimum Brokering Period, this Design Listing Agreement, and the brokering period in general, shall be renewed and extended for an additional THREE (3) months and shall be renewed and extended again after every THREE (3) months until

i) the Designer gives to the Listing Broker a written notice that the Designer wishes to terminate and end this Design Listing Agreement; or

ii) the Listing Broker gives to the Designer a written notice that the Listing Broker wishes to terminate and end this Design Listing Agreement.

e)  For greater clarity, the TWELVE (12) month period referred to in 3(a) above refers to duration of the Design Listing Agreement and the brokering period in general, and NOT to the posting or listing or advertising period for any one or more particular Design(s) submitted by the Designer to the Listing Broker for selling on the Listing Website.

 

4.         LISTING BROKER AS EXCLUSIVE BROKER

a)  Until this Design Listing Agreement is terminated by either the Listing Broker or by the Designer, the Listing Broker is the EXCLUSIVE BROKER for any Design(s) owned by the Designer and which Designer submits to the Listing Broker.

b)  During the Minimum Brokering Period, and during any subsequent months in which this Design Listing Agreement has been renewed, the Designer shall NOT

i) list or advertise, nor cause another person, company or organization to list or advertise, any Design(s), as owned by the Designer and submitted to the Listing Broker, on any other website other than the Listing Website;

ii) employ another person, company or organization, to act as broker or intermediary in relation to any advertising, sale or offer to sell for any Designs(s), as owned by the Designer and submitted to the Listing Broker;

iii) sell nor cause another person, company or organization to sell, any Design(s), as owned by the Designer and submitted to the Listing Broker, without the Listing Broker acting as broker or intermediary; nor

iv) give away for free, nor cause another person, company or organization to give way for free, any Design(s), as owned by the Designer and submitted to the Listing Broker, without the Listing Broker acting as broker or intermediary.

 
c)  Should the Designer, during the Minimum Brokering Period and during any subsequent months in which this Design Listing Agreement has been renewed or extended, directly sells or gives away for free, or causes another person, company or organization to sell or give away for free, any one or more Design(s), as owned by the Designer and submitted to the Listing Broker, then the Designer shall pay to the Listing Broker an amount equal to the commission that would have been due and payable to the Listing Broker from the Designer if the one or more Design(s) sold or given away had been actually sold via the Listing Website at the Listing Broker's Listing Price (hereinafter referred to as the "Special Commission").

d)  The Designer hereby agrees and understands that the Special Commission

i)  is NOT a penalty but an estimate of the damages and unfair economic loss which the Listing Broker would suffer by reason of the Designer selling or giving away one or more Design(s) without the Listing Broker's intervention and involvement; and

ii) is due and payable to the Listing Broker notwithstanding that the Listing Broker may have played no active nor direct role in such sale or give away of one or more Design(s) for which the Special Commission is due and payable from the Designer.

e)  Notwithstanding the definition of the word "Design(s)", "Design" or "Designs"  in this Design Listing Agreement,

i) the terms in 4(a) to 4(d) regarding the Listing Broker as exclusive broker shall also apply to any design, whether industrial or otherwise, which is NOT submitted to the Listing Broker but is nonetheless owned by the Designer and similar, but not necessarily identical to, to one or more Design(s) submitted or to be submitted by the Designer to the Listing Broker (hereinafter referred to as "Variant");

ii) the Designer shall pay to the Listing Broker the Special Commission for the sale or giving away of any Variant during the Minimum Brokering Period and during any subsequent months in which this Design Listing Agreement has been renewed or extended; and

iii) notwithstanding the definition of "Special Commission" in this Design Listing Agreement, the amount of the Special Commission for the purpose of Section 4(e)(ii) above shall be, and subject to a minimum of $99.00 CAD, THIRTY-FIVE PERCENT (35%) of the Listing Broker's sole estimate of the fair market value of the Variant sold or given away.

f)  Notwithstanding the Listing Broker being the Designer's exclusive broker,

i) the Listing Broker may, in its sole unfettered discretion, reject any particular Design which was submitted by the Designer (hereinafter referred to as "Reject") by communicating the rejection in writing to the Designer;

ii) the Listing Broker shall not be obligated to list for sale or display on the Listing Website any Reject; and

iii) the Designer may freely sell or give away, or cause another person, company or organization to sell or give away, any Reject without the Listing Broker's intervention or involvement and without any Listing Commission payable to the Listing Broker for the sale or giving away of a Reject.

 
5.         OWNERSHIP OF DESIGN(S)

a)  The Designer hereby covenants and warrants to the Listing Broker that the Designer is the inventor or legal owner of any of the Design(s) submitted, or to be submitted, by the Designer to the Listing Broker for listing for sale or display on the Listing Website.

b)  The Designer hereby agrees that the Listing Broker reserves the right, but not the obligation, to investigate, by any means, issues of ownership concerning the submitted Design(s) prior to any listing for sale or displaying of such Design(s) on the Listing Website.

c)  The Designer hereby agrees that the Listing Broker reserves the right to terminate this Design Listing Agreement if the Listing Broker learns, by any means and at any time, that the Designer is not the inventor or is not the legal owner of one or more of the submitted Design(s).

d)  Once the Designer has submitted one or more particular Design(s) for listing for sale or display on the Listing Website, the Designer

i) shall do all things necessary to maintain and protect the Designer's legal ownership and legal rights to the Design(s) submitted;

ii) shall NOT sell or give away, or cause another person, company or organization to give away, the Design(s) submitted without the Listing Broker acting as broker or intermediary, unless such Design(s) submitted has been classified as a Reject by the Listing Broker; and

iii) shall not mortgage, put up as collateral or security or otherwise encumber the Designer's legal title and legal ownership of the Design(s) submitted in favour of a third party.

e)  The Listing Broker reserves the right to terminate this Design Listing Agreement if the Listing Broker learns, by any means and at any time, that the Designer has failed to comply with Section 5(d) above.

f)  If the Listing Broker terminates this Agreement under the circumstances described in Section 4(c) or pursuant to Section 4(e), any and all monies paid by the Listing Broker to the Designer in connection to such sale shall become immediately recoverable from the Designer by the Listing Broker.

        

6.         TRANSMISSIONS AND POSTINGS BY THE DESIGNER

a)  Any design, material, information or idea transmitted to or posted on the Listing Website by the Designer by any means will be treated as non-confidential and non-proprietary.  By posting such design, material, information or ideas to the Listing Website, the Designer hereby

i) grants to the Listing Broker and its affiliates an unrestricted, irrevocable license to use, reproduce, display, perform, modify, transmit, distribute or create derivative works of such materials or information;

ii) agrees that the Listing Broker is free to use, for any purpose, any design, idea, concept, know-how or technique that is sent by the Designer to the Listing Broker;

iii) agrees and understands that the Listing Broker reserves the right to refuse, for any reason whatsoever, to publish or to disallow, for any reason whatsoever, any posting or display of any design, whether industrial or otherwise, submitted by the Designer to the Listing Broker;

iv) agrees and understands that the Listing Broker reserves the right to remove, for any reason whatsoever, any design, whether industrial or otherwise, from the Listing Website without notice to the Designer;

v) warrants and represents that the Designer owns or otherwise controls all of the rights to the design, material, information or idea submitted by the Designer and that any public posting, use or distribution of such by the Listing Broker will not infringe or violate the rights of any third party;

vi) agrees and covenants to the Listing Broker that the Designer may not sell without the Listing Broker as intermediary nor remove from the Listing Website any Design(s) that has been posted by the Designer, or by someone else on behalf of the Designer, on the Listing Website; and

vii) agrees that any removal of any design, whether industrial or otherwise, posted by the Designer, or by someone else on behalf of the Designer, on the Listing Website, requires beforehand the written consent of the Listing Broker, and the Designer agrees to pay to the Listing Broker a de-listing fee of $200.00 CAD with regard to any consent for removal given by the Listing Broker to the Designer.

b)  The Designer is prohibited from posting or transmitting to or from the Listing Website any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material, or any other material that could give rise to any civil or criminal liability under the law of Canada or the law of any country or jurisdiction from which a person may access and view the Listing Website.

c)  The Designer shall NOT, and, by using the Listing Website, agrees NOT to

i) post on, nor transmit through, the Listing Website, any content, material or information that is copyrighted, unless the Designer is the copyright owner or has the consent of the copyright owner to post it on the Listing Website;

ii) post on, nor transmit through, the Listing Website, any content, material or information that reveals a trade secret, unless the Designer owns such trade secret or has the consent of the trade secret owner to post it on the Listing Website;

iii) post on, nor transmit through, the Listing Website, any content, material or information that infringes on any other intellectual property rights of a third party, being any person other than the Designer or the Listing Broker;

iv) post on, nor transmit through, the Listing Website, any content, material or information that is obscene, defamatory, threatening, harassing, abusive, hateful, or embarrassing to a third party, being any person other than the Designer or the Listing Broker;

v) post on, nor transmit through, the Listing Website, any sexually-explicit images or statements;

vi) post on, nor transmit through the Listing Website, any advertisements, chain letters, pyramid schemes, "junk mail", "spam" nor any other form of solicitation;

vii) post on, nor transmit through, the Listing Website, any content, material or information that contains viruses or other computer programming routines or engines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information;

viii) impersonate another person;

ix) collect or store personal data about other users or visitors to this Site;

x) "stalk" or otherwise harass another user or visitor of this Site; nor

xi) violate, whether intentionally or unintentionally, any applicable law, whether local, provincial, state-level, nation, foreign or international.

d)  If the Designer is posting material for his or her personal profile, as a designer, as shown on the Listing Website, the Designer hereby agrees and understands that the Listing Broker may restrict the information shown on his or her personal profile to the following:

i) the Designer's username;

ii) a photograph of the Designer;

iii) and a brief biography and resume of the Designer

and that the Listing Broker may EXCLUDE the Designer's real or legal name from the his or her personal profile as shown on the Listing Website.

e)  The Designer may change or update, at any time, any information relating to one or more of his or her Design(s) or relating to his or her personal profie as shown on the Listing Website, but any such change or update is subject to approval by the Listing Broker.

f)  The Listing Broker reserves the right to edit and delete any information relating to one or more submitted Design(s) or relating to the Designer's personal profile as shown on the Listing Website.

g)  If the Designer posts on the Listing Website or transmits through the Listing Website any content, material or information that is prohibited by this Design Listing Agreement, then the Listing Broker shall have the right to terminate immediately the Designer's account and registration for the Listing Website and to immediately edit or delete the prohibited content, material or information so posted or transmitted.

 

7.         TERMS OF SALE

a)  The sale of any Design(s), whether industrial or otherwise, submitted by the Designer and displayed for sale in the Listing Website, is by payment of a Listing Price plus Royalties as well as any and all applicable taxes.

b)  The Designer may suggest a price for the Listing Price of any Design(s) submitted by the Designer for sale in the Listing Website, but the Listing Broker may still set a Listing Price that is different from the Designer's suggested price and based on the Listing Broker's own estimate of the fair market value of the particular one or more Design(s) which the Designer has submitted to the Listing Broker.

c)  All Design(s), whether industrial or otherwise, displayed and listed for sale in the Listing Website are so displayed, listed and sold on an "AS IS" basis, and it is the responsibility of the Designer to properly read any accompanying description of the Designer's listed Design(s) as shown on the Listing Website and promptly inform the Listing Broker of any technical inaccuracies or typographical errors in such accompanying description.

d)  Any sale of any Design(s), whether industrial or otherwise, displayed in the Listing Website shall not be considered final and conclusive, and title to the sold Design(s) shall not pass, until payment to the Listing Broker for the sold Design(s), via PayPal or such other payment intermediary designated by the Listing Broker, has been cleared.

e)  The Listing Broker is merely the intermediary in any sale of any Design(s), whether industrial or otherwise, in the Listing Website, and any contract of sale and any seller-buyer relationship created as a result of a winning bid is strictly between the buyer and the Designer as owner of the Design(s) sold.

f)  Notwithstanding the Listing Broker's role as intermediary, all payment for Design(s) sold in the Listing Website shall be made to the Listing Broker, and the Listing Broker may utilize PayPal or such other payment intermediary designated by the Listing Broker, and issue an invoice for the sale of such Design(s).

g)  A sale of one or more Design(s), as submitted by the Designer and displayed for sale in the Listing Website, shall create a binding contract between the Designer and the buyer for such one or more Design(s), and the Designer shall be willing and legally able to transfer ownership and title for the one or more Design(s) sold to such buyer.

8.         ROYALTIES

a)  The Buyer agrees to pay the Listing Broker a royalty as is more fully set forth hereinafter.

b)  The Buyer agrees that:

i) No transfer of rights to manufacture, produce or sell said design(s) will occur without the authorization from the Listing Broker

ii) The said rights to manufacture, produce and sell the design(s) herein shall be for anywhere in the world, whether the product is sold by the Buyer or by any third parties.  If the product is manufactured and sold by third parties in any other country the Buyer and the Listing Broker will negotiate a separate royalty agreement before proceeding.

c)  The present contract shall extend for a period not exceeding five (5) years and shall be subject to renewal at the option of the Buyer thereafter for a period of five (5) years, according to the same terms as stipulated herein.  In the case where the Buyer does not pick this option to renew or fails to make payment during said period, it must cease to produce the design(s) herein.

d)  The royalty herein shall be based on the shipments made by the Buyer of products manufactured and produced by it upon the design(s) herein before referred to.  Such royalty shall consist of and be the following percentage of the Buyer’s net selling price of such product shipped herein after deduction of all discounts and transportation charges and taxes:

3% in the said five-year period.  All payments herein shall be in Canadian funds.  Payment for sales in US dollars or any other foreign currency shall be at prevailing exchange rates at the time of payment.

e)  Payment of the royalty herein by the Listing Broker to the Designer shall be made within 30 days after the one year anniversary of the sale of the design from the Site, and shall be determined by the Buyers net shipment of such product as determined by the Buyers chartered accountant and set forth in such audited yearly statements of the Buyer for such purposes to the Listing Broker and no other books or records of the Buyer shall be made available herein for such purposes.

9.         COLLECTION ON BEHALF OF DESIGNER

a)  The Designer hereby agrees that the Listing Broker may, in connection to any sale of one or more Design(s) submitted by the Designer, collect, on behalf of the Designer, the Listing Price, Royalties or any part thereof, plus any applicable Canadian Goods and Services Tax and other applicable taxes payable by the buyer of such one or more Design(s) in connection to the purchase of such one or more Design(s).

b)  The Designer hereby authorizes the Listing Broker to accept payment from a third party buyer in the following methods and forms:

i) credit card payment through a merchant account set up by the Listing Broker or through a third party merchant account such as PayPal or such other payment intermediary designated by the Listing Broker;

ii) cheque, whether certified or uncertified;

iii) money order and postal money order;

iv) bank draft, bank cheque, official cheque, teller's cheque, treasurer's cheque, cashier's cheque and such other type of cheque which is guaranteed by a bank or credit union; and

v) cash, being banknotes and coins, in Canadian currency, American currency or such other type of non-Canadian currency which is exchangeable at any Canadian chartered bank.

c)  If payment is NOT forthcoming from any buyer of any one or more Design(s) submitted by the Designer, then the Designer hereby agrees and understands that

i) the Listing Broker shall NOT be required to take any action to collect payment from the non-paying buyer; and

ii) the Designer is personally responsible to taking any steps towards collecting payment from the non-paying buyer after the Listing Broker has provided to the Designer the non-paying buyer's name and address as noted on the Listing Broker's own records, which may or may not be up-to-date.

 

10.         LISTING BROKER'S REMUNERATION

a)  Upon the sale of one or more Design(s) listed on the Listing Website to a third party buyer, a gross commission equal to THIRTY-FIVE PER CENT (35%) of the Listing Price and Royalties, but subject to a minimum commission of $99.00 CAD (hereinafter referred to as the "Listing Commission") will become immediately due and owing by the Designer to the Listing Broker.

b)  The Designer hereby understands that the Listing Commission does not include any Canadian Goods and Services Tax and any other applicable tax which the Listing Broker is required to collect from the Designer in connection to services rendered by the Listing Broker to the Designer (hereinafter referred to as the "Listing Broker's Taxes").

c)  The Designer hereby irrevocably assigns to the Listing Broker from the proceeds of sale of one or more Design(s) the amount of the Listing Commission(s) and any Listing Broker's Taxes that is payable to the Listing Broker.

d)  The Designer agrees and understands that the Listing Commission(s) and any Listing Broker's Taxes remain due and payable notwithstanding that payment from a third party buyer has not yet been cleared or is not forthcoming.

e)  The Designer, upon the sale of one or more Design(s) submitted by the Designer, the Designer agrees

i) that Listing Broker may pay any monies owing to the Designer by way of direct deposit to the Designer's own bank account; and

ii) that the Designer shall provide to the Listing Broker the Designer's most up-to-date bank account information for the purpose of allowing and authorizing the Listing Broker to making a direct deposit to the Designer's own bank account;

iii) that the Designer shall provide only a bank account where the name of the bank account holder matches the Designer's name as given by the Designer to the Listing Broker during the Designer's registration for a designer's account with the Listing Broker; and

iv) that the Designer shall have TWO (2) weeks to make any updates to information as appearing on the Designer's personal profile on the Listing Website.

f)  The Designer hereby consents to the Listing Broker deducting, from any and all monies collected by the Listing Broker on behalf of the Designer, the Listing Commission(s), any Listing Broker's Taxes and any bank fees incurred for the depositing or transfer of monies into the Designer's bank account.

 

11.       USE AND PROTECTION OF ACCOUNT, USERNAME AND PASSWORD

a)  The Designer is solely responsible for maintaining the confidentiality of the Designer's username and password as relating to the Designer's registration with the Listing Broker for an account that enables the Designer to post anything on the Listing Website.

b)  The Designer is solely responsible for all uses of the Designer's account, whether nor not actually or expressly authorized by the Designer.

c)  The Designer shall ensure that the Designer exits from the Designer's account after the end of session and to notify the Listing Broker immediately of any unauthorized use of the Designer's username, password or account.

 

12.       COLLECTION, USE AND DISCLOSURE OF PERSONAL INFORMATION

a)  The Designer hereby consents to the collection, use and disclosure by the Listing Broker of personal information about the Designer for all purposes consistent with the listing, marketing and selling of Design(s) submitted by the Designer to the Listing Broker.

b)  Definition of "Personal Information":  The Designer hereby agrees that the term "personal information" shall be as defined in the Personal Information Protection Act ("PIPA") of British Columbia, as amended, and that the laws governing the Listing Broker's collection, use and disclosure of personal information shall only be those privacy laws in force and effect in the Province of British Columbia.

c)  Other Canadian Privacy Laws:  Privacy laws and any other laws concerning the collection, use and disclosure of personal information which are in force and effect in any province or territory outside of the Province of British Columbia but within Canada shall not be applicable notwithstanding that the Listing Broker may have established a real or substantial connection to a Canadian province or territory outside of British Columbia by virtue of having contracted with a person from such province or territory or having an Internet presence in such province and territory.  Canada's federal Personal Information Protection and Electronic Documents Act ("PIPEDA") shall NOT apply to this Agreement so long as British Columbia's PIPA or any successor legislation is deemed by Canada's federal privacy commissioner to be similar to Canada's federal PIPEDA.

d)  Non-Canadian Privacy Laws:  Privacy laws and any other laws concerning the collection, use and disclosure of personal information which are in force and effect in non-Canadian country or jurisdiction shall not be applicable notwithstanding that the Listing Broker may have established a real or substantial connection to a non-Canadian country or jurisdiction by virtue of having contracted with a person from such non-Canadian country or jurisdiction or having an Internet presence in such non-Canadian country or jurisdiction.

e)  Legal Redress re Privacy:  If the Designer wishes to seek legal redress against the Listing Broker regarding the Listing Broker's collection, use or disclosure of personal information, the Designer hereby agrees that the Designer may only file a complaint with the British Columbia provincial privacy commissioner and may not seek legal redress through any other governmental body, tribunal or court located outside of British Columbia.  The Designer shall NOT seek legal redress through Canada's federal privacy commissioner so long as British Columbia's PIPA or any successor legislation is deemed by Canada's federal privacy commissioner to be similar to Canada's federal PIPEDA.

 

13.       INDEMNIFICATION

a)  The Designer agrees to indemnify and hold the Listing Broker, currently named as Rogue Designs Inc., its directors, officers, employees, agents and subsidiaries harmless from any claim, damage, cost, liability and expense, including, without limitation, reasonable lawyer's fees, arising out of or related to

i) any content, material, information or anything else which the Designer transmits through or posts on, or requests the Listing Broker to post on, this Site;

ii) the Designer's use and access to this Site and the Designer's conduct while using or accessing this Site;

iii) any breach or alleged breach by the Designer of this Design Listing Agreement, the Terms of Use Agreement or any other agreement between the Designer and the Listing Broker;

iv) any breach of any representation or warranty made by the Designer through the Listing Website to any person, company or organization other than the Listing Broker;

v) any violation, real or alleged, by the Designer of any rights of any person, company or organization other than the Listing Broker in which such violation is connected to or involving, or alleged to be connected to or involving, the Listing Website.

vi) any misrepresentation, intentional, negligent or otherwise, regarding the Designer's invention or legal ownership of any of the Design(s) submitted by the Designer to the Listing Broker; and

vii) any Design(s) submitted by the Designer to the Listing Broker, listed for sale in the Listing Website and subsequently sold, via the Listing Website, to any person other than the Listing Broker or the Designer.

b)  This indemnification shall survive

i) any expiration or sooner termination of this Design Listing Agreement; and

ii) any termination or closing of the designer's account or any other account of the Designer in relation to the Listing Website.

c)  This indemnification shall apply and continue regardless of whether or not ownership or title to any Design(s) submitted by the Designer has been legally transferred to a buyer.

 

14.       SAFE HARBOUR

The Listing Broker, currently named ROGUE DESIGNS INC., is not responsible for any products sold herein that contain copyrighted material or any sort.  However, if a product is found to contain copyrighted materials or any kind without an explicit agreement between the rights holder and the creator of the product, please contact the Listing Broker at the following e-mail address: info(at)roguexchange.com and the Listing Broker will attempt to fix the issue as best as the Listing Broker can, depending on the product, agreement, and other circumstances regarding the incident.

 

15.       PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

a)  The Listing Broker, currently named ROGUE DESIGNS INC., respects the intellectual property rights of others, including rights provided by the copyright laws of Canada, the United States of America, and other nations.

b)  No user or visitor of this Site shall store material or any type or in any format on, or disseminate such material over the systems or servers of the Listing Broker in any manner that infringes third party intellectual property rights.

c)  In accordance with the Digital Millennium Copyright Act (DMCA) of the United States of America and other applicable law, it is the policy of the Listing Broker to terminate, in appropriate circumstances, access and/or service provided to any user that infringes third party property rights, including repeat infringers.

d)  Pursuant to Title 17 United States Code Section 512(c)(2), all notifications of claimed copyright infringement on the Company's systems or web site should be sent to the Listing Broker's Designated Agent. The Listing Broker has provided the following information for the exclusive purpose of notifying the Listing Broker regarding any possible infringement of copyright:

i) Under the federal law of the United States of America, a person may be subject to civil penalties if he, she or it knowingly make a material misrepresentation that online material is infringing. These penalties may include court costs and monetary damages, as well as lawyers' fees. Such lawyers' fees include those incurred by parties, such as a copyright owner, a copyright owner's licensee, or the Listing Broker, who are injured as a result of the Listing Broker relying on a misrepresentation given by any person notifying the Listing Broker of an alleged copyright infringement.

ii) You must provide notice, in writing, to the following Designated Agent:

Shane Ellis
Rogue Designs Inc.
28 - 1400 Park Street
Pemberton, British Columbia
V0N 2L0, Canada.
e-mail: info(at)roguexchange(dot)com

iii) Pursuant to Title 17 United States Code Section 512(c)(3)(A), your notification of claimed infringement should include the following:

A.        The electronic or physical signature of the owner or of the person authorized to act on behalf of the owner of the copyright interest;

B.         Identification of the copyrighted work (or works) that is claimed to have been infringed;

C.        A description of the material that is claimed to be infringing, and the location where the original or an authorized copy of the copyrighted work exists (for example, the URL of a website where it is lawfully posted; the name, edition and pages of a book from which an excerpt was copied, etc.);

D.        A clear description of where the infringing material is located on this Site, including its URL, so that the Listing Broker can locate the material;

E.         The address, telephone number, and e-mail address of the person who is claiming that there is a copyright infringement (hereinafter referred to as the "Complainant");

F.         A statement that by the Complainant that the claim of copyright infringement is based on a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

G.        A statement by the Complainant, made under penalty of perjury, that the above information in the Complainant's notice is accurate and that the Complainant is the copyright owner or is authorized to act on the copyright owner's behalf.

 

16.       FAILURE TO OBSERVE TERMS OF USE

Any failure to observe or follow any part of this Design Listing Agreement shall be grounds for immediate cancellation of registration and de-activation of account with the Listing Broker.

 

17.       GOVERNING LAW

With the exception of the Digital Millennium Copyright Act (DMCA) of the United States of America and other applicable copyright law, this Design Listing Agreement shall be governed by the laws of the Province of British Columbia, and the Designer hereby agrees to attorn to and submit to the jurisdiction of the law courts of British Columbia.

18.       ARBITRATION

All disputes arising out of, or in connection with this Design Listing Agreement, or in respect of any defined legal relationship associated therewith or derived therefrom, and requiring arbitration shall be governed by the provisions of the Commercial Arbitration Act of British Columbia or its successor legislation, the rules of the British Columbia Arbitration and Mediation Institute, as they may be amended from time to time, shall apply, and the place of arbitration shall be the City of Vancouver as located in the Province of British Columbia.


19.       SEVERABILITY

If any term, covenant or condition of this Design Listing Agreement or the application thereof to any person or circumstances is held to any extent void, invalid or unenforceable, such void, invalid or unenforceable term, covenant or condition shall be deemed severed from the remainder of this Design Listing Agreement, and the remainder of this Design Listing Agreement or the application of the terms, covenants or conditions to persons or circumstances other than those as to which it is held void, invalid or unenforceable will not be affected.

 
BY CHECKING THE BOX "I agree to Rogue Design's Terms", AND CHOOSING “Save”, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS DESIGN LISTING AGREEMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN.  IF YOU DO NOT AGREE TO THIS BUYER'S ACCOUNT AGREEMENT, DO NOT CHECK THE BOX "I agree to Rogue Design's Terms" AND DO NOT POST DESIGNS ON THIS WEB SITE!!!.

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BUYER'S ACCOUNT AGREEMENT

This BUYER'S ACCOUNT AGREEMENT governs your buyer's account and any purchasing of any design, whether industrial or otherwise, from this web site (hereinafter referred to as the "Site") of ROGUE DESIGNS INC. (hereinafter referred to as the "Listing Broker") by YOU (hereinafter referred to as the "Buyer") and this BUYER'S ACCOUNT AGREEMENT as between the Listing Broker and the Buyer shall comprise of all of the following terms as described below:

 
BY CHECKING THE BOX "I agree to Rogue Design's Terms", AND CHOOSING “Save”, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS BUYER'S ACCOUNT AGREEMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN.  IF YOU DO NOT AGREE TO THIS BUYER'S ACCOUNT AGREEMENT, DO NOT CHECK THE BOX "I agree to Rogue Design's Terms" AND DO NOT BUY ANYTHING ON THIS WEB SITE!!

 
1.         ACCEPTANCE OF TERMS

a)  By purchasing a design, whether industrial or otherwise, displayed on this Site, the Buyer hereby agrees to be bound by the Buyer's Account Agreement contained herein.

b)  If the Buyer does not agree to this Buyer's Account Agreement, the Buyer shall not purchase any design, whether industrial or otherwise, displayed in this Site.    

c)  By registering with the Listing Broker as a Buyer or by buying any design on this Site, the Buyer hereby agree to be bound by this Buyer's Account Agreement and any revisions thereto.

d)  If the Buyer does not agree to any future revisions of this Buyer's Account Agreement, the Buyer shall immediately stop purchasing on this Site and immediately contact the Listing Broker for an immediate cancellation of the Buyer's buyer account.

e)  This Buyer's Account Agreement is separate and distinct from the Terms of Use Agreement which the Buyer has agreed to by using this Site, and the Buyer, by agreeing to this Buyer's Account Agreement, remains bound to the Terms of Use Agreement which is available for viewing at this Site.

f)  Notwithstanding any similar terms as between this Buyer's Account Agreement and the Terms of Use Agreement, this Buyer's Account Agreement shall NOT revoke nor replace the Terms of Use Agreement and both agreements are to complement each other and both are agreements enforceable by the Listing Broker against the Buyer.

           

2.         REGISTRATION WITH LISTING BROKER REQUIRED FOR PURCHASING

a)  The Buyer, prior to purchasing anything on this Site, shall have already

i) read this Buyer's Account Agreement;

ii) agreed to be bound to the Buyer's Account Agreement, plus any future modifications thereto, displayed to the Buyer during the online registration process for a buyer's account;

iii) registered with the Listing Broker for a buyer's account with regard to this Site; and

iv) read the Terms of Use Agreement, plus any future modifications thereto.           

b)  The buyer's account of the Buyer for this Site must, immediately prior to the Buyer making a purchase on this Site, be in good standing and must not have been cancelled.

c)  After registering for a buyer's account with the Listing Broker, the Buyer may create a personal or corporate profile for this Site.

d)  If the Buyer is posting material for the Buyer's personal or corporate profile, as a buyer and as shown on this Site, the Buyer hereby agrees and understands that the Listing Broker may restrict the information shown on the Buyer's personal or corporate profile to the following:

i) name of the Buyer;

ii) name of any corporate director, officer or manager for the Buyer;

ii) a logo or photograph of the Buyer; and

iii) a brief description of the Buyer.

e)  The Buyer may change or update, at any time, any information relating to the Buyer's personal or corporate profile as shown on this Site, but any such change or update is subject to approval by the Listing Broker.

f)  The Listing Broker reserves the right to edit and delete any information relating to the Buyer's personal or corporate profile as shown on this Site.

g)  The Buyer shall NOT, and, by using this Site, agrees NOT to

i) post on, nor transmit through, this Site any content, material or information that is copyrighted, unless the Buyer is the copyright owner or has the consent of the copyright owner to post it on this Site;

ii) post on, nor transmit through, this Site any content, material or information that reveals a trade secret, unless the Buyer owns such trade secret or has the consent of the trade secret owner to post it on this Site;

iii) post on, nor transmit through, the Site any content, material or information that infringes on any other intellectual property rights of a third party, being any person other than the Buyer or the Listing Broker;

iv) post on, nor transmit through, this Site any content, material or information that is obscene, defamatory, threatening, harassing, abusive, hateful, or embarrassing to a third party, being any person other than the Buyer or the Listing Broker;

v) post on, nor transmit through, this Site any sexually-explicit images or statements;

vi) post on, nor transmit through, this Site any advertisements, chain letters, pyramid schemes, "junk mail", "spam" nor any other form of solicitation;

vii) post on, nor transmit through, this Site any content, material or information that contains viruses or other computer programming routines or engines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information;

viii) impersonate another person;

ix) collect or store personal data about other users or visitors to this Site;

x) "stalk" or otherwise harass another user or visitor of this Site; nor

xi) violate, whether intentionally or unintentionally, any applicable law, whether local, provincial, state-level, nation, foreign or international.

h) Any design, material, information or idea transmitted to or post on the Site by the Buyer by any means will be treated as non-confidential and non-proprietary.

i) If the Buyer posts on this Site or transmits through this Site any content, material or information that is prohibited by this Buyer's Account Agreement, then the Listing Broker shall have the right to terminate immediately the buyer's account of the Buyer for this Site and to immediately edit or delete the prohibited content, material or information so posted or transmitted.

 

3.         SALE OF DESIGNS IN THIS SITE

a)  The sale of any design, whether industrial or otherwise, displayed in this Site is by payment of a Listing Price plus Royalties as well as any and all applicable taxes.

b)  The Listing Price for any design, whether industrial or otherwise, displayed in this Site is determined solely by the Listing Broker after receiving any suggested price from the designer who had submitted the design to the Listing Broker.

c)  All designs, whether industrial or otherwise, displayed and listed for sale in this Site are so displayed, listed  and sold on an "AS IS" basis, and it is the responsibility of the Buyer to properly read any accompanying description of the listed design prior to making a purchase for it

d)  Any sale of any design, whether industrial or otherwise, displayed in this Site shall not be considered final and conclusive, and title to the sold design shall not pass, until payment to the Listing Broker for the sold design, via PayPal or such other payment intermediary designated by the Listing Broker, has been cleared.

e)  The Listing Broker is merely the intermediary in any sale of any design, whether industrial or otherwise, shown in this Site, and any contract of sale or any seller-buyer relationship created as a result of a purchase is strictly between the Buyer and the owner of the design sold.

f)  Notwithstanding the Listing Broker's role as intermediary, payment for a design sold in this Site and Royalties shall be made to the Listing Broker, and the Listing Broker may utilize PayPal or such other payment intermediary designated by the Listing Broker, and the Listing Broker may issue an invoice for the sale of such design.

g)  Before the Buyer makes a purchase of any design displayed in this Site, the Buyer shall set up an account with PayPal or with such other payment intermediary designated by the Listing Broker.

h)  Upon the Buyer confirming, via this Site, that the Buyer wishes to purchase a particular design displayed in this Site, the Buyer shall become immediately obligated to make payment to the Listing Broker for such design.

i)  The Listing Broker may immediately cancel without notice the registration, the buyer's account of the Buyer if the Buyer fails to pay the Listing Price, plus any and all applicable taxes, for any design displayed on this Site for which the Buyer has become obligated to make payment to the Listing Broker.

j)  If the Buyer's address at the time of purchase is located anywhere in Canada, Canadian Goods and Services Tax (G.S.T.) will be charged against or be payable by the Buyer

k)  If the Buyer's address at the time of purchase is located anywhere outside of Canada, the Buyer shall pay or remit any applicable taxes required by the Buyer's local taxation authority.

4.        ROYALTIES

a) The Buyer agrees to pay the listing broker a royalty as is more fully set forth hereinafter.

b)  The Buyer agrees that:

i) No transfer of rights to manufacture, produce or sell said design(s) will occur without the authorization from the Listing Broker

ii) The said rights to manufacture, produce and sell the design(s) herein shall be for anywhere in the world, whether the product is sold by the Buyer or by any third parties.  If the product is manufactured and sold by third parties in any other country the Buyer and the Listing Broker will negotiate a separate royalty agreement before proceeding.

c)  The present contract shall extend for a period not exceeding five (5) years and shall be subject to renewal at the option of the Buyer thereafter for a period of five (5) years, according to the same terms as stipulated herein.  In the case where the Buyer does not pick this option to renew or fails to make payment during said period, it must cease to produce the design(s) herein.

d)  The royalty herein shall be based on the shipments made by the Buyer of products manufactured and produced by it upon the design(s) herein before referred to.  Such royalty shall consist of and be the following percentage of the Buyer’s net selling price of such product shipped herein after deduction of all discounts and transportation charges and taxes:

3% in the said five-year period.  All payments herein shall be in Canadian funds.  Payment for sales in US dollars or any other foreign currency shall be at prevailing exchange rates at the time of payment.

e)  Payment of the royalty herein by the Buyer to the Listing Broker shall be made within 15 days after the one year anniversary of the sale of the design from the Site, and shall be determined by the Buyers net shipment of such product as determined by the Buyers chartered accountant and set forth in such audited yearly statements of the Buyer for such purposes to the Listing Broker and no other books or records of the Buyer shall be made available herein for such purposes.

5.         USE AND PROTECTION OF ACCOUNT, USERNAME AND PASSWORD

a)  The Buyer is solely responsible for maintaining the confidentiality of the username and password as relating to the Buyer's registration and account with the Listing Broker.

b)  The Buyer is solely responsible for all uses of any account registered in the Buyer's name, whether nor not actually or expressly authorized by the Buyer.

c)  The Buyer shall ensure that the Buyer exits from the Buyer's account after the end of each session and to notify the Listing Broker immediately of any unauthorized use of any username, password or account relating to the Buyer.

 
6.         COLLECTION, USE AND DISCLOSURE OF PERSONAL INFORMATION

a)  The Buyer hereby consents to the collection, use and disclosure by the Listing Broker of personal information about the Buyer for all purposes consistent with the selling of one or more designs through the Listing Broker or through this Site and the collection of payment from the Buyer for one or more designs sold.

b)  Definition of "Personal Information":  The Buyer hereby agrees that the term "personal information" shall be as defined in the Personal Information Protection Act ("PIPA") of British Columbia, as amended, and that the laws governing the Listing Broker's collection, use and disclosure of personal information shall only be those privacy laws in force and effect in the Province of British Columbia.

c)  Other Canadian Privacy Laws:  Privacy laws and any other laws concerning the collection, use and disclosure of personal information which are in force and effect in any province or territory outside of the Province of British Columbia but within Canada shall not be applicable notwithstanding that the Listing Broker may have established a real or substantial connection to a Canadian province or territory outside of British Columbia by virtue of having contracted with a person from such province or territory or having an Internet presence in such province and territory.  Canada's federal Personal Information Protection and Electronic Documents Act ("PIPEDA") shall NOT apply to this Agreement so long as British Columbia's PIPA or any successor legislation is deemed by Canada's federal privacy commissioner to be similar to Canada's federal PIPEDA.

d)  Non-Canadian Privacy Laws:  Privacy laws and any other laws concerning the collection, use and disclosure of personal information which are in force and effect in non-Canadian country or jurisdiction shall not be applicable notwithstanding that the Listing Broker may have established a real or substantial connection to a non-Canadian country or jurisdiction by virtue of having contracted with a person from such non-Canadian country or jurisdiction or having an Internet presence in such non-Canadian country or jurisdiction.

e)  Legal Redress re Privacy:  If the Buyer wishes to seek legal redress against the Listing Broker regarding the Listing Broker's collection, use or disclosure of personal information, the Buyer hereby agrees that the Buyer may only file a complaint with the British Columbia provincial privacy commissioner and may not seek legal redress through any other governmental body, tribunal or court located outside of British Columbia.  The Buyer shall NOT seek legal redress through Canada's federal privacy commissioner so long as British Columbia's PIPA or any successor legislation is deemed by Canada's federal privacy commissioner to be similar to Canada's federal PIPEDA.

 
7.         COPYRIGHT AND INTELLECTUAL PROPERTY

a)  In purchasing any design, whether industrial or otherwise, displayed on this Site, the Buyer hereby agrees and understands that:

i) the design that the Buyer is purchasing is intellectual property and may be subject to copyright and intellectual property rights owned by a person other than the Listing Broker;

ii) the Listing Broker makes no representation and no guarantee that the design that the Buyer is purchasing can be legally or freely sold through this Site without violating or infringing the copyright or intellectual property rights of a person other than the Listing Broker;

iii) the Listing Broker has carried out sufficient due diligence and has met a reasonable standard of care in requiring any person who submits a design for posting, listing, display or sale in this Site to represent to the Listing Broker that such person is the inventor or legal owner of the design being posted and displayed for sale in this Site, and that the Listing Broker has no duty to the Buyer or any other potential purchaser to take steps to verify that a person who submits a design for posting, listing display or sale in this Site is indeed the inventor or legal owner of such design and that such design can be legally or freely sold through this Site without violating or infringing the copyright or intellectual property rights of a person other than the Listing Broker; and

iv) the Buyer, in making purchase, assumes any and all possible risk of legal suit with regard to copyright and intellectual property matters concerning the design for which the Buyer has made a purchase through the Listing Broker or through this Site.

 

8.         DISCLAIMERS AND LIMITATIONS OF WARRANTIES

a)  Information on this Site may contain technical inaccuracies or typographical errors.

b)  The Materials and the Services contained within this Site, including the prices and descriptions of products, may be changed, updated or discontinued at any time without notice.

c)  This Site is controlled and operated by the Listing Broker, currently named ROGUE DESIGNS INC., from its offices within Canada.

d)  The Listing Broker makes no representation that the Materials and the Services provided through this Site are appropriate or available for use in other locations outside of Canada, and those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with applicable local laws.

e)  The Listing Broker makes no conditions, representations nor warranties to the Buyer regarding suitability of use, fitness of use, merchantability, originality or ingenuity of any design that is displayed for sale in this Site.

f)  The Buyer hereby agrees and understands that all information on this Site, including without limitation any and all descriptions accompanying any design displayed for sale in this Site may contain technical inaccuracies or typographical errors, and that the Buyer assumes all risk in relying on all information on this Site, including without limitation any and all descriptions accompanying any design displayed for sale in this Site, when making a purchase for any design displayed for sale in this Site.

g)  With regard to any design displayed for sale in this Site, the Listing Broker makes no guarantee regarding

i) originality or ingenuity in such design;

ii) feasibility in manufacturing one or more products or goods based in whole or in part on such design; or

iii) compatibility of such design with any manufacturing process.

h)  Except as expressly provided otherwise in a written offline agreement between the Buyer and the Listing Broker, ALL MATERIALS AND SERVICES ON THIS SITE ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND AND THE LISTING BROKER, ALONG WITH ITS VENDORS, EXPRESSLY DISCLAIM ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. WITHOUT LIMITING THE FOREGOING, THE LISTING BROKER DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, VALIDITY, ACCURACY, OR RELIABILITY OF, OR THE RESULTS OF THE USE OF, OR OTHERWISE RESPECTING, THE MATERIALS OR THE SERVICES ON THIS SITE OR ANY SITES LINKED TO THIS SITE. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to you; however to the extent permissible, any implied warranties are limited to NINETY (90) DAYS.

i)  UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL THE LISTING BROKER OR ITS VENDORS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA OR PROFIT, ARISING OUT OF THE USE, OR THE INABILITY TO USE, THE MATERIALS OR SERVICES ON THIS SITE, OR FOR ANY USE OF THIS SITE, EVEN IF THE LISTING BROKER OR A REPRESENTATIVE OR AGENT AUTHORIZED BY THE LISTING BROKER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF THE BUYER'S USE OF THIS SITE, INCLUDING THE USER'S USE OF ANY MATERIALS OR THE SERVICES FROM THIS SITE, RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, THE BUYER SHALL ASSUME ANY COSTS THEREOF.  THIS LIMITATION AND EXCLUSION OF LIABILITY FOR THE LISTING BROKER AND ITS VENDORS SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

9.         INDEMNIFICATION

a)  The Buyer agrees to indemnify and hold the Listing Broker, currently named as Rogue Designs Inc., its directors, officers, employees, agents and subsidiaries harmless from any claim, damage, cost, liability and expense, including, without limitation, reasonable lawyer's fees, arising out of or related to

i) any content, material, information or anything else which the User transmits, posts or requests the Listing Broker to post on this Site;

ii) the User's use and access to this Site and the User's conduct while using or accessing this Site;

ii) any breach or alleged breach of this Buyer's Account Agreement by the Buyer;

iii) any breach of any representation or promise made by the Buyer through this Site to any person, company or organization other than the Listing Broker; or

iv) any violation, real or alleged, by the Buyer of any rights of any person, company or organization other than the Listing Broker in which such violation is connected to or involving, or alleged to be connected to or involving, this Site and any purchase made by the Buyer through this Site; or

v) any non-payment or late payment from the Buyer for any design purchased by or sold to the Buyer through this Listing Broker or throught this Site.

b)  This indemnification shall survive

i) any expiration or sooner termination of this Buyer's Account Agreement; and

ii) any termination or closing of any user's account or the buyer's account for the Buyer in relation to this Site.

c)  This indemnification shall apply and continue regardless of whether or not ownership or title to the design sold to the Buyer has been legally transferred to the Buyer.

 
10.         SAFE HARBOUR

The Listing Broker, currently named ROGUE DESIGNS, is not responsible for any products sold herein that contain copyrighted material or any sort.  However, if a product is found to contain copyrighted materials or any kind without an explicit agreement between the rights holder and the creator of the product, please contact the Listing Broker at the following e-mail address:  info(at)roguexchange.com and the Listing Broker will attempt to fix the issue as best as the Listing Broker can, depending on the product, agreement, and other circumstances regarding the incident.

 
11.       PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

a)  The Listing Broker, currently named ROGUE DESIGNS, respects the intellectual property rights of others, including rights provided by the copyright laws of Canada, the United States of America, and other nations.

b)  No user or visitor of this Site shall store material or any type or in any format on, or disseminate such material over the systems or servers of the Listing Broker in any manner that infringes third party intellectual property rights.

c)  In accordance with the Digital Millennium Copyright Act (DMCA) of the United States of America and other applicable law, it is the policy of the Listing Broker to terminate, in appropriate circumstances, access and/or service provided to any user that infringes third party property rights, including repeat infringers.

d)  Pursuant to Title 17 United States Code Section 512(c)(2), all notifications of claimed copyright infringement on the Company's systems or Web site should be sent to the Listing Broker's Designated Agent. The Listing Broker has provided the following information for the exclusive purpose of notifying the Listing Broker regarding any possible infringement of copyright:

i) Under the federal law of the United States of America, a person may be subject to civil penalties if he, she or it knowingly make a material misrepresentation that online material is infringing. These penalties may include court costs and monetary damages, as well as lawyers' fees. Such lawyers' fees include those incurred by parties, such as a copyright owner, a copyright owner's licensee, or the Listing Broker, who are injured as a result of the Listing Broker relying on a misrepresentation given by any person notifying the Listing Broker of an alleged copyright infringement

ii) You must provide notice, in writing, to the following Designated Agent:

Shane Ellis
Rogue Designs Inc.
28 - 1400 Park Street
Pemberton, British Columbia
V0N 2L0, Canada.
e-mail: info(at)roguexchange(dot)com

iii) Pursuant to Title 17 United States Code Section 512(c)(3)(A), your notification of claimed infringement should include the following

A.        The electronic or physical signature of the owner or of the person authorized to act on behalf of the owner of the copyright interest;

B.         Identification of the copyrighted work (or works) that is claimed to have been infringed;

C.        A description of the material that is claimed to be infringing, and the location where the original or an authorized copy of the copyrighted work exists (for example, the URL of a website where it is lawfully posted; the name, edition and pages of a book from which an excerpt was copied, etc.);

D.        A clear description of where the infringing material is located on this Site, including its URL, so that the Listing Broker can locate the material;

E.         The address, telephone number, and e-mail address of the person who is claiming that there is a copyright infringement (hereinafter referred to as the "Complainant")

F.         A statement that by the Complainant that the claim of copyright infringement is based on a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

G.        A statement by the Complainant, made under penalty of perjury, that the above information in the Complainant's notice is accurate and that the Complainant is the copyright owner or is authorized to act on the copyright owner's behalf.

 

12.       FAILURE TO OBSERVE AGREEMENT

Any failure to observe or follow any part of this Buyer's Account Agreement, including without limitation a failure to deliver payment to the Listing Broker for a design sold through this Site, shall be grounds for immediate cancellation of any sale and/or immediate cancellation of registration and de-activation of account.

 
13.       GOVERNING LAW

With the exception of the Digital Millennium Copyright Act (DMCA) of the United States of America and other applicable copyright law, this Buyer's Account Agreement shall be governed by the laws of the Province of British Columbia, and the Buyer hereby agrees to attorn to and submit to the jurisdiction of the law courts of British Columbia.

 
14.       ARBITRATION

All disputes arising out of, or in connection with this Buyer's Account Agreement, or in respect of any defined legal relationship associated therewith or derived therefrom, and requiring arbitration shall be governed by the provisions of the Commercial Arbitration Act of British Columbia or its successor legislation, the rules of the British Columbia Arbitration and Mediation Institute, as they may be amended from time to time, shall apply, and the place of arbitration shall be the City of Vancouver as located in the Province of British Columbia.

 
15.       SEVERABILITY

If any term, covenant or condition of this Buyer's Account Agreement or the application thereof to any person or circumstances is held to any extent void, invalid or unenforceable, such void, invalid or unenforceable term, covenant or condition shall be deemed severed from the remainder of this Buyer's Account Agreement, and the remainder of this Buyer's Account Agreement or the application of the terms, covenants or conditions to persons or circumstances other than those as to which it is held void, invalid or unenforceable will not be affected.

 
BY CHECKING THE BOX "I agree to Rogue Design's Terms", AND CHOOSING “Save”, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS BUYER'S ACCOUNT AGREEMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN.  IF YOU DO NOT AGREE TO THIS BUYER'S ACCOUNT AGREEMENT, DO NOT CHECK THE BOX "I agree to Rogue Design's Terms" AND DO NOT BUY ANYTHING ON THIS WEB SITE!!  

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