Term and Conditions – Turtle Labs

Turtle Labs, an Indian company, owns the copyrighted work of the website https://turtlelabs.co.in/ (referred to as the "Site"). Additional guidelines, terms, or rules may apply to specific features of the Site or Services, which will be posted on the Site. If any conflicts arise between these additional terms and the General Terms and Conditions, the General Terms and Conditions will prevail.

The General Terms and Conditions (referred to as the "Agreement") establish the legally binding terms for your usage of the Site and Services, whether you are a Customer or a Designer. By registering for the Services, you accept this Agreement and confirm that you have the necessary rights, authority, and capacity to enter into it. You must be at least 18 years old to access or use the Site or Services. If you do not agree with all the provisions of this Agreement, you are not permitted to use the Services.

For users located in the United States, this Agreement mandates the use of individual arbitration to resolve disputes, rather than jury trials or class actions. It also limits the available remedies in case of a dispute.

1. Service

1.1 General

Turtle Labs provides an online platform that helps connect and support customers who wish to purchase designs (“Customers”) and designers who wish to provide such designs (“Designers”), including, for example, through Design Contests, the Project Service, Partner Integrations and related services and by making available the Adobe Stock (each as defined below and collectively, the “Services”). “User” means any user of the Site or Service, and may be a Designer or a Customer. “Sold Design” means the applicable winning Design Concept (as defined in Section 1.2(a) below), purchased Design Template (and any customized version thereof), or the design sold under the Project Service. “Sale” means the applicable sale. “IPR” means all trade secrets, copyrights, trademarks, mask work rights, patents and other intellectual property rights recognized by the laws of any country. "Adobe Stock" means any images owned by Adobe and licensed to Turtle Labs, as well as any derivatives, modifications, improvements, enhancements, or extensions of the above, whenever developed.

1.2 Design Contest

(a) Customer may create a design contest (“Design Contest”) by creating a design brief (“Design Brief”), paying the Customer Payment (as defined in Section 3.1 below) to Turtle Labs and following the other instructions on the Site. The Design Brief must clearly specify the requirements for the Design Contest, such that Designers clearly know the rules and criteria on which their Design Concepts will be judged. There are currently two types of Design Contests: (1) the default Pre-Paid Contest and (2) the Guaranteed Contest. Designers invited by Turtle Labs (in Turtle Labs’ sole discretion) to enter a Design Contest may submit design concepts (“Design Concepts”) in the format specified by Turtle Labs by following the instructions on the Site. Design Concepts must comply with the Design Brief. (b) For Guaranteed Contests, Customer must select one or more winning Design Concepts by a certain time specified by Turtle Labs. If no winner is selected in the qualifying or final round of a Guaranteed Contest, Turtle Labs will retain the Customer Payment and, will distribute the Designer Fee in the form of 99design Credits pro rata among the Designers who participated in the qualifying or final round and who have won a Design Contest in the past and who have not breached this Agreement, a pro rata portion of the Designer Fee, and Customer will have no right to a refund or to use the Design Concepts. If no winner is selected in the final round of a Guaranteed Contest, Turtle Labs will retain the Customer Payment, and will distribute the Designer Fee in the form of 99design Credits pro rata among the finalists who satisfy criteria determined by Turtle Labs in its sole discretion, in the final round of the Guaranteed Contest who satisfy criteria determined by Turtle Labs in its sole discretion a pro rata portion of the Designer Fee, and Customer will have no right to a refund or to use the Design Concepts. (c) For Pre-Paid Contests, Customer must select one or more winning Design Concepts by the time the Pre-Paid Contest closes. Customer may withdraw Pre-Paid Contest (but not a Guaranteed Contest) for a refund of the Customer Payment before entering the final round and before the close of the Pre-Paid Contest. Customer may additionally seek a refund of the Customer Payment for a Pre-Paid Contest (but not a Guaranteed Contest) at any time up to 60 days after the date of payment for the Pre-Paid Contest, but only if finalists were not chosen by Customer. (d) For the avoidance of doubt, Customer has no right or license to use any Design Concepts other than the Sold Design. Customer may not: (a) run a Design Contest if Customer is tendering the creation of the same design through a service other than the Site (this clause (a) does not apply to customers located in the European Economic Area ("EEA"); (b) allow or request Designers to submit Design Concepts to Customer via any means other than via the Site; and (c) collude in relation to the awarding of a winner in a Design Contest or awarding a separate account held by Customer as the successful Designer in a Design Contest. Customers and Designers must deal on an arm’s length basis and Customer may not cancel any Design Contest for the purpose of contracting separately with a Designer who Customer meets through the Site which results in Customer avoiding paying Turtle Labs any Customer Payment or any fees and charges of Turtle Labs. (e) Some jurisdictions provide Customer certain mandatory statutory rights (e.g., right to supplementary performance (e.g., rectification or replacement), right for a refund, right to withdrawal, right to reduce the price and right to damages in case the Design Concepts are defective) (collectively, “Mandatory Statutory Rights”) which remain unaffected.

1.3 Project Service

(a) Customers and Designers can work with each other on design projects by creating a 1-to-1 project (“Project Service”) and following the directions on the Site. Designer can create quotes for Customers. Turtle Labs will invoice Customer based on Designer’s quote plus platform and other applicable fees. Customer can pay Turtle Labs invoices and reserve the right to accept designs before they are considered Sold Designs. If designs have not been accepted by Customer, Customer may request a refund of the Customer Payment from Turtle Labs, at any time up to 60 days after the date of invoice payment, or 10 days after delivery of Designs, whichever happens sooner. In addition to the foregoing, customers located in the EEA may request a refund of the Customer Payment, at any time up to one year starting with the accrual of the claim. After Designer has delivered the designs, Customer will be deemed to have accepted the designs unless Customer provides notice of rejection to Turtle Labs and Designer within 10 days of delivery of the designs. If the cause for the notice of rejection is not cured within 30 days of a rejection notice, Turtle Labs will refund the Customer Payment and Customer will have no right to use the resulting design in any way. Turtle Labs reserves the right in its sole discretion to restrict Customers or Designers from creating projects using Project Services and to remove projects. Turtle Labs has no involvement in managing or providing the design to Customer and is simply providing the ability for Designer to store files for, work with Customers, and for Customers to request services from, view designs, provide feedback on projects and pay Turtle Labs, using Project Services. (b) Some jurisdictions provide Customer certain Mandatory Statutory Rights (defined in Section 1.2(e) above) which remain unaffected.

1.4 Partner Integrations

Turtle Labs may partner with third party websites and platforms that wish to integrate with Turtle Labs to enable Customers to identify potential providers of design or other services and connect with Designers on the Turtle Labs platform and to work with each other on design projects (each such integration being a "Partner Integration"). Customers who choose to acquire designs or other services from Designers through a Partner Integration will be subject to these General Terms and Conditions in respect of any design services acquired and must sign up for an account. Designers acknowledge and agree that Turtle Labs may make their information available to our third party partners who may make the information available on their own sites for the purpose of such Partner Integrations.

2. Payment Terms

The following terms apply to Customers who have purchased a Sold Design and Designers who have sold a Sold Design.

3.1 Customer Payment

The “Customer Payment” means (i) the price selected by Customer when Customer created a Design Contest as set forth at http://turtlelabs.com/ or (ii) Turtle Labs ' invoiced price for the Sold Design issued through the Project Service by Designer to Customer.

3.2 Refunds

Turtle Labs will make refunds of the Customer Payment to Customer using the same payment methods that Customer used to make the Customer Payment to Turtle Labs or via any other method specified by Turtle Labs from time to time. If a refund is paid to Customer or a credit card charge back occurs, then: (a) Designer must reimburse Turtle Labs for the applicable Designer Fee (the reimbursement will first be paid out of any Turtle Labs Credits held by Designer and any remaining debt will be payable by Designer to Turtle Labs on demand); and (b) Customer will initially receive the amount of the Customer Payment, less the Designer Fee and will receive the Designer Fee only once the Designer Fee is reimbursed by Designer to Turtle Labs. Turtle Labs may refund Customers for the following reasons: (i) the Sold Design is Defective; (ii) Turtle Labs is required by law or considers that it is required by law to do so; (iii) Turtle Labs determines that issuing a refund to Customer will avoid any dispute or increased costs to Turtle Labs; (iv) Turtle Labs issues the refund to Customer in accordance with any refund policy specified by Turtle Labs from time to time; (v) the order placed (or request made) by Customer is found to be fraudulent; (vi) Customer placed a duplicate order (or request) in error; or (vii) in Turtle Labs sole opinion, Turtle Labs considers that it is likely that the refund is necessary to avoid a credit card charge back. A Sold Design will be deemed to be “Defective” if: (i) Customer and Designer agree it is defective and notify Turtle Labs of this fact; (ii) the Sold Design is subject to a third party claim that the Sold Design infringes/misappropriates such party’s IPR, that is not frivolous.

3.3 Turtle Labs Credits

Turtle Labs pays the Designer Fee to Designer in the form of Turtle Labs Credits. There are two types of Turtle Labs Credits: (i) Currency 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 Currency Credit would be equivalent to U.S. $1; if you are using the German site, the Currency Credit would be equivalent to 1Euro; etc.); and (ii) Bonus Credits, which are not equivalent to any currency. Turtle Labs Credits are not legal tender and cannot be traded or sold to third parties. Turtle Labs Credits are only exchangeable for Sold Designs. The balance of any Turtle Labs Credits held by you may be reduced at any time by Turtle Labs signs for charge-backs or refunds, or for any amount owing by you to Turtle Labs, or to compensate Turtle Labs for any loss it has suffered as a result of any breach of this Agreement by you. Provided that you are not in breach of this Agreement and your Account is not suspended, you may at any time (and Turtle Labs may require you to at any time) convert Currency Credits which you hold in your Account to U.S. dollars or any other currency specified by Turtle Labs from time to time. Any such payments will be subject to any minimum or maximum withdrawal amounts set by Turtle Labs, to address, for example, charge-backs and refunds. Turtle Labs is not an escrow service and does not hold cash or property on behalf of any person. All amounts deposited or paid to Turtle Labs are property of Turtle Labs and Turtle Labs may use those funds as it sees fit. The only rights that you have to receive payment of any amounts held by Turtle Labs are as set out in this Section 3.3. Upon termination of this Agreement, all Bonus Credits will be cancelled immediately and you may convert Currency Credits described above.

3.4 General Payment Terms

Currency Credits are convertible into the local currency based on the location of the Site. 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 Sold Designs via the Site. Turtle Labs 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 this Agreement.

4. Exclusivity and Non-Circumvention

4.1 Exclusivity

You acknowledge and agree that Turtle Labs’ revenue is derived from its receipt of Customer 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 Turtle Labs 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 " Turtle Labs Relationship"). You may opt-out of this obligation only if Customer or prospective Customer pays Turtle Labs an "Opt-Out Fee" computed to be the greater of the following amounts:

(a) $2,500; or

(b) 15% of the cost to the Customer of the services to be performed in the Turtle Labs Relationship during the Exclusivity Period, as estimated in good faith by the prospective Customer.
To pay the Opt-Out Fee, you must request instructions by sending an email message info@turtlelabs.com.

4.2 Non-Circumvention

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 Design Contest for the purpose of contracting separately with a Designer who Customer 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 Turtle Labs 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: info@turtlelabs.com.

5. Important Disclaimers and Release

5.1 Disclaimer

We make no warranties regarding the Design Contest, Design Concepts, Adobe Stock, Partner Integrations or any other products or services provided by us, Designers, Customers, or other Users and each of the foregoing are provided by us “AS IS”. Designers sell and Customers buy Sold Designs at their own risk. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any other User. Your interactions with other users are solely between you and such User and Turtle Labs will not be responsible for any loss or damage incurred as the result of any such interactions (excluding those directly due to Turtle Labs acts or the Services). If there is a dispute between you and any User, we are under no obligation to become involved. Notwithstanding the foregoing, Turtle Labs will use commercially reasonable efforts to provide the Services described in this Agreement.

5.2 Release

You hereby release and forever discharge us (and our 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, your use of Adobe Stock, any interactions or transactions of you with, or act or omission of you in relation to other Users, including Customers and Designers and Third Party Sites & Ads (excluding those directly due to Turtle Labs acts or the Services). This Section 5.2 does not apply to customers located in the EEA.

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.”

6. Accounts

6.1 Before you can use certain of the services or features offered on this Site, you will need a Vista account (“Account”). We provide a single sign-on functionality, which allows us to offer features such as the ability to use your log-in credentials across our sub-brands, including VistaPrint and VistaCreate. Please read the Your Account section in our Vista General Terms and Conditions.

7. User Content

7.1 Your User Content

“User Content” means any and all information and content that a User submits to, or uses with, the Site or Services. User Content includes Design Contests, Design Concepts, and reviews and/or testimonials (“Reviews”). 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 Turtle Labs. Because you alone are responsible for your User Content (and not Turtle Labs), you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Turtle Labs is not obligated to remove any Design Contests, Design Concepts, or Reviews from the Site unless required by applicable Law. Turtle Labs 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 Turtle Labs 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, solely for the purposes of including your User Content in the Site and Services and making it available on third party platforms via Partner Integrations; and for general marketing purposes of Turtle Labs; provided that Turtle Labs will only use your Design Brief and Design Concepts in accordance with the private or public settings of the Design Contest and Project Service or for the purposes of enabling and operating a Partner Integration as contemplated in section 1.4 above. 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 (this sentence does not apply to customers located in the EEA). For the avoidance of doubt, Designer’s license or assignment of the Sold Design to Customer is set forth in the applicable Design Transfer Agreement.

8. Acceptable Use Policy

The following sets forth Turtle Labs “Acceptable Use Policy”:

8.1 Privacy

You agree that you will only use the personal information of other Customers or Designers made available to you only for the purposes of interacting with them in relation to the Services. You must not use their personal information for any other purpose, including for marketing purposes. You represent and warrant that you will comply with applicable privacy laws and data protection laws (including, without limitation, the Australian Privacy Act 1988 (Cth)) 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 Turtle Labs or any third party.

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.

8.4

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 this Agreement or otherwise create liability for us or any other person.