FreshStock Terms of Service

  1. Acceptance of Terms

These Terms of Service (this “Agreement”) between Design Pickle, LLC (“we”, “us” or “Design Pickle”) and you govern your access and use of all content on the website [http://freshstock.com] (this “Site”) and the subscription or other services we provide (the “Services”).  By using this Site and accessing our Services in any manner, you acknowledge that you have read, understood, and agree to be bound by this Agreement. 

This Site is controlled and operated by us from our offices within the United States. We make no representation that materials in the Site are appropriate or available for use in other locations, and access to them from territories where its contents are illegal is prohibited. Those who choose to access this site from locations outside the United States are responsible for compliance with all applicable laws.

We may update this Agreement from time to time. By continuing to use this Site and the Services after the update, you accept the update in its entirety. All updates are effective upon posting. We encourage you to check the “Terms of Service” link on the home page each time you visit this Site, so you are aware of any updates.

  1. Privacy Policy

    1. Our privacy policy, which can be found at http://freshstock.com/privacy/  (the “Privacy Policy”), describes how we may use your personal information. By continuing to use this Site, you accept the Privacy Policy, which is incorporated herein by reference. If you object to your personal information being used as described in the Privacy Policy, please leave this Site immediately. You must be at least age 18 to access this Site. 

  2. The Services 

    1. Subject to your compliance with this Agreement, as well as your subscription for an applicable plan and our timely receipt of your associated payment(s), we will make the applicable Services available to you during the term to which you have subscribed. We will use commercially reasonable efforts to make the Services available subject to planned downtime and any unscheduled emergency maintenance.  We may modify, replace, or discontinue the Services at any time, for any reason, without notice to you. 

    2. You may only access and use the Services in accordance with the terms of the Agreement. You agree to: (i) provide accurate, current and complete information about you as may be prompted by any form on this Site (“Registration Data”); (ii) maintain and promptly update the Registration Data, to keep it accurate, current and complete; (iii) maintain the security of any password and identification information; (iv) notify us immediately of any unauthorized use of your account; (v) accept sole responsibility for any and all activities that occur on your account.  Each person who uses any Services must have a separate username and password. You must provide a valid email address for each person that you authorize to use your account. You agree to provide any other information that we reasonably request.

    3. You are responsible for obtaining and maintaining all telecommunications, broadband and computer equipment and services needed to access and use the Services and for paying all charges related thereto.

    4. We may terminate your account without prior notice or liability to you, if we find, in our sole and exclusive discretion, that you: (i) have violated this Agreement; (ii) are not in alignment with our model; (iii) are sharing usernames or passwords; (iv) violate our core values; or (v) are abusing our services or team in any way, including using our services for illegal purpose.

    5. As between you and us, we own and reserve all right, title, and interest in and to the Services and the Licensed Content, including all intellectual property rights therein.  No rights are granted to you other than as expressly set forth herein. You grant us a perpetual, irrevocable, worldwide, nonexclusive, transferable, sublicensable right and license to commercially exploit in any manner any feedback, suggestions or recommendations that you provide to us. 

    6. Subject to your continued compliance with this Agreement, including timely payment of associated amounts due, we grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to access and use the Services for your internal business purposes, which does not include the provision of services for the benefit of third parties. You may not access or use the Services in order to monitor its availability, performance, or functionality for competitive purposes. You may not, and may not permit any third party to: (i) reverse engineer (except to the extent specifically permitted by statutory law), decompile, disassemble or otherwise attempt to discover source code, object code or underlying structures, ideas or algorithms of the Services, (ii) modify, translate or create derivative works based on the Services, (iii) use the Services for timesharing or service bureau purposes, or for any purpose other than its own internal purposes; or (iv) use the Services other than in accordance with the Agreement and in compliance with all applicable laws and regulations (including but not limited to any applicable privacy and intellectual property laws).  

  3. Use of Fresh Stock

    1. The Fresh Stock Service provides content that may include but is not limited to vector graphics, artwork, stock photographs, audio, typeface, video, designs, and writings owned by us or by third parties (collectively the “Licensed Content”).  Licensed Content owned by third parties may be subject to additional terms and conditions.  Furthermore, while we require all third-party contributors of Licensed Content to warrant and represent that their work is original, we do not independently verify the originality of Licensed Content.  We assume no responsibility for the originality of Licensed Content created or owned by third-parties.

    2. Subject to compliance with this Agreement and full payment of applicable amounts due, we grant you a revocable, non-exclusive, non-transferrable, royalty-free, worldwide right and license to the Licensed Content for your personal or professional use. Except as expressly permitted by us, you agree not to, directly or indirectly, stockpile, sell, lease, sublicense, distribute, copy, reproduce, republish, reverse engineer, download or data mine any Licensed Content made available through the Fresh Stock Service.

    3. To the extent that we license the Licensed Content from any third party, including but not limited to Adobe Stock, you agree to comply with the relevant third-party license. Except with our written permission, you may not: (i) sell, resell, rent, lease, sublicense, assign, grant a security interest in, or otherwise transfer any part of your rights to use Licensed Content your own personal use; (ii) falsely represent that you are the original creator of any Licensed Content; (iii) use Licensed Content in a pornographic, defamatory, or other unlawful manner; (iv) use Licensed Content in any way that allows others to download, extract, or redistribute Licensed Content as a standalone file or work. 

    4. Our licensors and we retain ownership over Licensed Content licensed from them downloaded through our Fresh Stock Service. We reserve the right to terminate, revoke, or withdraw all licenses upon your failure to comply with any provisions of this Agreement. In the event of any termination, you will have no further right to make use of the Licensed Content.

    5. Design Pickle does not support and will not tolerate its Service being used to discriminate against others, especially when based on race, religion, sex, sexual orientation, age, disability, ancestry, or national origin. You are not permitted to use the Service in a manner which would or would likely incite, promote or support such discrimination and you must not use the Service to incite or promote hostility or violence. If we believe in our sole determination that your use of the Service is being used to discriminate, especially if based on race, religion, sex, sexual orientation, age, disability, ancestry, or national origin, we may permanently or temporarily terminate or suspend your access to the Service, without notice and liability for any reason.

  4. Fees 

    1. The use of our Services requires payment of recurring fees. Before we have any obligation to provide Services, you must pay the fees (as well as applicable taxes) in full, in such amounts and for such billing frequency as specified during registration, as updated (prospectively, not retroactively) by you from time to time. You agree that, upon registering for the Services, you authorize us to charge your method of payment (e.g., credit card) for the fees and applicable taxes from your registration date based upon your chosen billing frequency (e.g., monthly, quarterly, annually). Overdue charges will accrue interest monthly at the rate of 1.5% of the then-outstanding unpaid balance, or the maximum rate permitted by law, whichever is lower.  We reserve the right to terminate your account in the event of non-payment of amounts owed to us.  All amounts owed under this Agreement are non-cancelable and non-refundable, except as specifically provided in this Section 5.

    2. We reserve the right to change our fees upon 5 days’ advance notice.  By continuing to use the Services, you accept such changes. We are not required to notify you of temporary promotions or reductions in fees.

    3. We hope you are pleased with our Services.  If for whatever reason you are not, you may cancel your subscription with us at any time as your sole remedy. Upon cancellation, you will continue to have access to the Services through the end of your current paid billing term. Once the billing term has ended after cancelation, you will no longer have access to the Services.

    4. Provided you have not used the Services, you may request a refund from us if you cancel your subscription within 14 days of signing up for any new basic or standard plan. After the 14 day window, we will not issue a refund. From time to time, we may refuse a refund request if, in our sole discretion, we find evidence of fraud, refund abuse, or other manipulative behavior. Promotions, upgrades, and adjustments to existing plans are non-refundable.

  5. Confidential Information 

    1. For purposes of this Agreement, the term “Confidential Information” means non-public or proprietary information, including, without limitation, information relating to current or future business, products and services, research, images, development, design details and specifications, and marketing plans.

    2. During the course of our relationship, you may disclose to us your Confidential Information. We agree to hold in confidence and not disclose to any third party any of your Confidential Information, except as approved or directed in writing by you, and will use your Confidential Information for no purpose other than for the Services. We will limit access to your Confidential Information to only those employees, officers, directors, contractors, representative and agents who are involved in providing Services to you.  We will be responsible to you for any breach of this provision by our employees, officers, directors, contractors, representative and agents. 

    3. During the course of our relationship, we may similarly disclose to you our Confidential Information. You agree to hold in confidence and not disclose to any third party any of our Confidential Information, except as approved or directed in writing by us, and will use our Confidential Information for no purpose, except as permitted by this Agreement. You will limit access to our Confidential Information to only those employees, officers, directors, contractors, representative and agents to whom it is necessary to disclose our Confidential Information. You will be responsible to you for any breach of this provision by your employees, officers, directors, contractors, representative and agents. 

    4. Notwithstanding anything to the contrary in this Agreement, the following is not Confidential Information: (a) information that was in the public domain at the time of its disclosure or has entered the public domain without breach of this Agreement; (b) information that was already in the rightful possession of a party at the time of disclosure; (c) information that is independently developed by a party without breaching this Agreement; or (d) information that becomes known to a party, without restriction, from a third party source not directly or indirectly involving a breach of this Agreement.

    5. The confidentiality obligations under this Agreement will survive for five (5) years after the termination of this Agreement.   

  6. Term and Termination

    1. This Agreement will expire and terminate upon the expiration or termination of your account or subscription to a Service.  All sections of this Agreement which by their nature should survive termination will survive termination, including but not limited to, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.  

    2. We may terminate this Agreement at any time upon notice if you default or breach this Agreement.  Upon expiration or termination of your account or subscription to a Service, all rights under this Agreement relating to such Service will immediately terminate, you will lose all access to the applicable Service, including access to your account and Customer Content or other files.  If we terminate the Agreement for your breach, any licenses to Licensed Content will terminate.

  7. Disclaimer of Warranties

    1. We represent and warrant that you will receive good and valid title license to all downloaded content, free and clear of all encumbrances and liens of any kind, except for Licensed Content and other pre-existing materials, which may be subject to additional terms and restrictions.  EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 8.1, THE SITE AND THE SERVICES ARE PROVIDED “AS IS, AS AVAILABLE”.  WE MAKE NO PROMISES ABOUT OUR SERVICES AND, TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, AND OTHER VIOLATION OF RIGHTS, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE.  

  8. Liability Waiver

    1. WE WILL NOT BE RESPONSIBLE FOR ANY LOST PROFITS, REVENUES, DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THIS SITE. TO THE EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED OR EXPRESSED WARRANTIES, SHALL NOT EXCEED FIFTY DOLLARS, REGARDLESS OF THE CAUSE OF ACTION, IN TORT, CONTRACT, OR OTHERWISE. THIS PARAGRAPH DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

  9. Indemnification

    1. YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US HARMLESS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, AND EXPENSES, INCLUDING WITHOUT LIMITATION, REASONABLE ATTORNEY’S FEES AND COSTS, ARISING OUT OF OR IN ANY WAY CONNECTED TO CUSTOMER CONTENT OR USE OF THE SERVICES OR ANY DELIVERABLES.  YOU SHALL COOPERATE AS REQUIRED BY US IN THE DEFENSE OF ANY CLAIM. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU, AND YOU WILL NOT, IN ANY EVENT, SETTLE ANY CLAIM WITHOUT OUR PRIOR WRITTEN CONSENT.

  10. Links to Third-Party Platforms

    1. If this Site is available through any third-party platform, or if we provide links from this Site to any third-party platform, then we do not accept responsibility for any content or practices of such third parties. 

  11.  Digital Millennium Copyright Act

    1. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from this Site infringe your copyright, you may request removal of those materials from this Site by submitting written notification to our agent designated below.

    2.  In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following: (i) your physical or electronic signature; (ii) Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on this Site, a representative list of such works; (iii) Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material; (iv) Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); (v) A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law; (vi) A statement that the information in the written notice is accurate; (vii) A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

    3. Our designated agent to receive DMCA Notices is:

Chief of Staff

Design Pickle, LLC

16414 N 91st Street, Suite 102

Scottsdale, AZ  85260

cos@designpickle.com

 

  1. Disputes Resolution and Choice of Forum

    1. This Agreement is governed by, and construed in accordance with, the laws of the State of Arizona, without regard to any choice of law, conflicts of law or other principles that would result in the application of the laws or regulations of any other jurisdiction. Any legal action, claim, or proceeding relating to or arising out of this Agreement shall be instituted in a state or federal court of competent jurisdiction in Maricopa County, Arizona. The parties agree to submit to the exclusive jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.

    2. If no court in Maricopa County, Arizona is found to have jurisdiction, then the parties shall adjudicate any dispute arising out of or relating to this Agreement by binding arbitration administered by the International Centre for Dispute Resolution in Phoenix, Arizona in accordance with its International Arbitration Rules. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

    3. THE PARTIES AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.

    4. THE PARTIES AGREE THAT ANY CAUSE OF ACTION OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OF USE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

  2. Assignment

    1. This Agreement and the rights and obligations herein are personal to you, and you may not assign or otherwise transfer this Agreement or any of your rights or obligations hereunder, without our prior written consent. We may freely assign this Agreement, including, without limitation, in connection with a merger, acquisition, bankruptcy, reorganization, or sale of some or all of our assets or stock.

  3. Severability

    1. If any one or more of the provisions of this Agreement are for any reason held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement will be unimpaired and will remain in full force and effect, and the invalid, illegal or unenforceable provision(s) will be replaced by a valid, legal and enforceable provision or provisions that comes closest to the intent of the parties underlying the invalid, illegal or unenforceable provision(s).

  4. Non-Waiver

    1. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. A waiver by either party of any term or condition of this Agreement or any breach, in any one instance, will not waive such term or condition or any subsequent breach.

  5. Force Majeure

    1. If we are unable to perform any obligation under this Agreement because of any matter beyond our reasonable control, including but not limited to pandemic or wide spread outbreak of infectious diseases, government shutdown, lightning, flood, exceptionally severe weather, fire, explosion, war, civil disorder, industrial/labor disputes (whether or not involving our employees), acts of government, loss of or problems with telecommunications,  utility services or other third-party services, and  hostile network attacks (each, a “Force Majeure Event”), we will have no liability to you for such failure to perform; provided, however, that we will resume performance promptly upon removal of the circumstances constituting the Force Majeure Event.

  6. Entire Agreement

    1. If you have executed a separate agreement with us applicable to your access to and use of this Site or our Services, then the terms and conditions of that agreement prevail to the extent of any conflict with this Agreement. In all other cases, this Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior communications and proposals.