Terms of Service

Last revised: September 2016

CGHero is a web-based service through which registered users such as yourself (you) can buy and sell digital services (Project Services).  It is important that you realize that we do no more than facilitate sales.

These are the terms and conditions under which you can make use of www.cghero.com (Site) to present your Project Services or to purchase Project Services from others, or to request Project Services to your specification through the site (Project Requests).  The Site can be accessed by anyone but to use our Project Services, you must register with us, and to register you must accept these terms and conditions (Terms) by checking the appropriate box when completing your registration.  Payment for use of the Project Services is made through the deduction of a percentage of each sale made at such rates as may apply from time to time (Commission) – please see the Site for further information – the balance being paid to you in accordance with these Terms.

You should understand that by registering with us and using the Project Services, you are entering into a contract with us on these Terms to the exclusion of all others (Contract). So it’s important that you read them carefully.  If you don’t accept them, you will not be able to register with us and will only be able to use the site as a casual user, in which case your use of the Site will be governed by our Terms of Use.

Please keep a copy of the Terms for reference in the future.  We’ll post a notice on the Site and/or inform you by email, SMS or similar in the event that we update them.

1.           Registration

1.1.       The Site is operated by CG Hero Ltd (we, us).  We are a company registered in England & Wales (CRN: 10283663) and our registered office is situated at 160 Kemp House, City Road, London, EC1V 2NX.

1.2.       These Terms apply to all use by you of the Site and the Services. To use the Services, you must register and in so registering, you accept the Terms set out in this document to the exclusion of all others.  In consideration of your payment we will provide the Services to you only on the basis of these Terms, updated from time to time by us in accordance with clause 7.1.

2.           Your Obligations

2.1.       You confirm that all information supplied by you (including your email address and, if applicable, mobile phone number details) in connection with your registration is accurate and relates only to you.

2.2.       You agree that you will maintain the accuracy of all information supplied in relation to your registration for as long as you make use of the Site and that you will update that information as necessary.

2.3.       When you accept these Terms in registering to use the Site and the Services, you warrant that:

2.3.1.   You are legally capable of entering into binding contracts;

2.3.2.   You are at least 18 years of age;

2.3.3.   You will use the Site only for the purpose of presenting and distributing your Project Servicesand that you will not use the Site to distribute unsolicited email (spam) or for any other purpose;

2.3.4.   The Project Services you post will contain no material that is offensive, obscene, abusive, libellous, false, misleading, illegal, immoral, or otherwise unlawful, contains no viruses or other malware and that Project Services  are of satisfactory quality and is fit for purpose; and

2.3.5.   The intellectual property rights in the material used in your Project Services are yours or that you have the right to distribute your Project Services or that where you do not, that legitimate use may be made of your Project Services without the requirement for a license from the owners or controllers of third party intellectual property rights;

2.4.       References to “intellectual property rights” in clause 2.3.5 and throughout these Terms includes, without limitation, copyright particularly in artistic and literary works, registered and unregistered trade marks, registered designs and unregistered design right.  It also includes rights of confidence and trade secrets.

2.5.       We do not accept registrations on behalf of more than one party.  If you register on behalf of a business, that business must be a ‘body corporate’ (i.e. a limited liability company, a company limited by guarantee, a limited liability partnership or equivalent in your local jurisdiction.  If you seek to register on behalf of a partnership and your partners also wish to use the Project Services, they must register individually.

2.6.       Either you or we may terminate this agreement at any time without notice.  To do so, you can contact our support team on the Site.  When this agreement is terminated, we will pay out any balance due to you in accordance with clause 3.

3.           Commission and Royalties

3.1.       Commission shall be charged at such rates as apply at the date the sale of the Project Services.  Please see the Site for more information on rates of Commission.

3.2.       You hereby authorise us to deduct from all payments received from third parties who buy your Project Services a sum equivalent to our Commission and any additional fees or expenses due.

3.3.       The default currency used on the Site is the US Dollar and all Royalties shall be paid in Dollars based on the price you have fixed for the Service in question.  At our discretion and subject to payment by you of a fee to cover the additional overhead arising (see the Site for more information), we may agree to make payment to you by alternative payment methods.

3.3.1. Royalties will accrue to your account after a Clearing Period of 3 days after the successful completion of Project Services or successful completion of Project Requests.

3.4.       Once the balance held in your Account achieves the threshold from time to time in force and noted on the Site, you will be able to cash out.  Please be aware, however, that in the event of a chargeback, the transaction will be cancelled if it is yet to occur.  Alternatively, we may set the chargeback off against remaining funds in your Account or, if the funds in your Account are insufficient, recover the sum from you.

3.5.       In the event of fraud (whether third party or your own), we shall be entitled to recover from you all payments made on demand.  In the event of a chargeback relating to a purchase you have made, we reserve the right to deduct from the balance (if any) in your Account any loss that we have made together with a reasonable administrative fee to cover our time in dealing with the problem.  Should the balance in your Account prove insufficient to cover these losses and fees, we reserve the right to recover these costs from you.

3.6.       Where we decide that a complaint from a buyer concerning the quality or fitness of your Project Services cannot be rectified, we may refund the price paid by the buyer.  In such circumstances, we may recover this refund from you either by deducting the amount in question from your Account or, where the funds in your Account are insufficient for this purpose, by recovering the funds from you.

4.           Liability

4.1.       Save as provided for at clause 4.3, we will not be liable to you for any indirect or consequential loss, damage or expenses (including loss of profits, data, business or goodwill) howsoever arising.

4.2.       You must observe and comply with all applicable regulations and legislation, including obtaining all necessary customs, import or other permits to the Project Services (whether yours or that uploaded by third parties) from the Site.  The transmission of certain Project Services may be prohibited by national laws.  We make no representation and accept no liability in respect of the any breach of such laws resulting from your use of the Site to transmit Project Services to or from you.

4.3.       Notwithstanding the foregoing, nothing in these Terms is intended to limit any rights you may have as a consumer under applicable local law or other statutory rights that may not be excluded or limited, nor in any way to exclude or limit our liability to you for fraud or for death or personal injury resulting from our negligence.

4.4.       You hereby agree to indemnify us on demand and to hold us harmless from all actions, claims and proceedings made or taken against us from time to time and for all loss or damage and all payments, costs or expenses (including legal costs) made or incurred by us as a result of the breach of the warranties you have given at clause 2.3 or which otherwise arise in respect of your use of the Site and the Services.

4.5.       We do not warrant that your use of the Site will be uninterrupted or error-free and all liability howsoever arising in respect thereof is hereby excluded.

5.           Data Protection

5.1.       We collect and process personal information when you register. This information may include your name, address, gender, date of birth, email address, telephone numbers, messaging service identity and an alias which you want to be your publicly accessible personal identifier on the Site.

5.2.       You may at your discretion provide additional descriptive information, some of which may be classed as ‘sensitive personal information’ under the Data Protection Act, to be included within your profile and which is accessible to other users. This information is collected from you and processed when you submit it by amending your profile using the appropriate menu when you are logged into the Site.

5.3.       Please see our Privacy Policy for more information on how we will process your personal data.

5.4.       You hereby acknowledge and consent to our provision of your personal data and other information concerning your use of the Site and the Services to law enforcement agencies, regulatory bodies and otherwise as required by law.

5.5.       If you wish to delete your profile and any Project Services you have uploaded you can do so from the My Services management area of the site.

6.           Project Services

6.1.       Although we reserve the right to review or monitor Project Services at any time without notice to you, we do not assume any obligation or responsibility to monitor or review any Project Services, whether posted by you or by any third party.

6.2.       We reserve the right, at our sole and absolute discretion, to remove any Project Service or other information that you post or otherwise upload to the Site at any time and/or to suspend or limit your access to the Project Services without prior notice.

6.3.       If you become aware of any Project Services that may have been uploaded in breach of these Terms (particularly, without limitation, Project Services that is unlawful or that infringes the intellectual property rights of third parties) you should notify us immediately, using the Support section provided on the Site.

6.4.       You hereby grant to us a worldwide non-exclusive royalty-free licence to store, use, perform, reproduce, modify, distribute and sublicense your Project Services as is necessary for us to deliver the Services and to promote the Site and/or the Services and you hereby waive all moral rights in your Project Services in respect of that activity.

6.5.       You acknowledge that your Project Services will be purchased by users.  Such purchases may be automatic and the functionality of the Site may not provide you with the ability to prevent sales of Project Services to third parties you do not approve of.  If this is of concern to you, please do not use the Site for Project Services that you consider to be sensitive.

6.6.       You acknowledge that Project Services posted by third party users may be of an adult nature.  Whilst we do not permit the posting of obscene or pornographic material, we do permit Project Services that might be used for a variety of purposes, some of which may be of an adult nature.  This is because the Site merely provides a mechanism for distributing Project Services.  You acknowledge that the uses that those assets are not, within reason, our responsibility.  However, if you consider third party Project Services to cross over into obscenity, you may contact us to bring this to our attention.

6.7.       You acknowledge that your Project Services sold to third parties and third party Project Services sold to you is subject to the terms of the End User Licence Agreement.  You may not vary the Terms of Service but you may provide additional Special Conditions when posting your Project Services for sale on the Site.  Where the terms of those Special Conditions overlaps or contradicts the Terms of Service, the Special Conditions shall take precedence.  However, we shall not be liable for any damage suffered by any party to such an agreement that arises as a result of uncertainty created and we suggest you take legal advice before posting Special Conditions that contradict the terms of the End User Licence Agreement.

6.8.       You acknowledge that the purchase or use of third party Project Services posted to the Site may infringe the intellectual property rights of third parties.  We do not require our users to warrant that they have the permission of those who own or control such rights to make use of them because it may be possible that the actions controlled by those rights may be exercised lawfully regardless as to whether permission has been given, such as the ‘fair use’ exceptions to copyright infringement or statutory defences to trade mark infringement.  If you have any concerns about the use of third party Project Services posted to the Site you must seek independent legal advice.  We hereby exclude all liability for any losses you may suffer as a result of making use of third party Project Services that infringes the intellectual property rights of third parties.

6.9.       You may obtain:

(a)          pre-clearance from the owner or controller of third party intellectual property rights; and/or

(b)          releases from depicted models, etc

for the sale of your Project Services and its use by your customers for certain purposes.  If so, you should provide details of the licence or release granted by third party rights holders in the Special Conditions.

6.10.    We do not warrant that third party Project Services that you purchase using the Site will be of satisfactory quality or is fit for purpose.  In the event that you encounter problems with Project Services you have purchased, we do offer a gratuitous and discretionary returns policy and helpdesk, details of which are available on the Site.  However, in each case where our assistance is requested, we consider the circumstances within which that request is made and we may, at our absolute discretion, withhold these additional gratuitous services from you.

7.           Variations

7.1.       We may vary these Terms at any time. Any such variation shall be effective once posted on the Site.

7.2.       We shall endeavour to notify you that the Terms have been updated, but such notification is entirely without prejudice to this clause and we shall not be liable under any circumstances for your failure to receive or our failure to send such notification.

7.3.       At all times it is your responsibility to read and satisfy yourself as to the Terms laid out herein. Your continued use of the Site and/or the Services after any variation to the Terms indicates your acceptance of the updated Terms.

8.           Written communications

8.1.       Applicable laws require that some of the information or communications we send to you should be in writing.  When using our site, you accept that communication with us will be mainly electronic.  We will contact you by email, SMS text message or equivalent, or provide you with information by posting notices on our website.  For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing.  This condition does not affect your statutory rights.

9.           Notices

9.1.       All notices given by you to us must be given to us at support@cghero.com. We may give notice to you by email, or post at the addresses you provide to us when registering with us, or in any of the ways specified in clause 8.1 above.  Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter.  In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.

10.        Transfer of rights and obligations

10.1.    Your registration on these Terms gives rise to a Contract between you and us that is binding on you and us and on our respective successors and assigns.

10.2.    You may not transfer, assign, charge or otherwise dispose of the Contract, or any of your rights or obligations arising under it, without our prior written consent.

10.3.    We may transfer, assign, charge, sub-contract or otherwise dispose of the Contract, or any of our rights or obligations arising under it, at any time during the term of the Contract.

11.        Events outside our control

11.1.    We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by events outside our reasonable control (Force Majeure Event).

11.2.    A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular, without limitation, the following:

(a)          Strikes, lock-outs or other industrial action;

(b)          The failure of an e-mail provider to deliver an electronic message;

(c)          Public or private telecommunications network failure;

(d)          The acts, decrees, legislation, regulations or restrictions of any government.

11.3.    We will take reasonable measures to ensure the security of your Project Services while it is stored on our servers, using appropriate levels of encryption.  However, we cannot guarantee that the Project Services will be 100% secure and we hereby exclude any liability regarding the loss of your Project Services or its copying and subsequent illicit distribution as the result of unlawful access gained by third parties, whether such issues arise as a result of the storage of the Project Services or it’s transmission to or from our servers.  If you become aware of attempts by third parties to engage in illegal activity on the Site, please contact us urgently.

12.        Waiver

12.1.    If we fail, at any time to insist upon strict performance of any of your obligations under these Terms, or if we fail to exercise any of the rights or remedies to which we are entitled, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.

12.2.    A waiver by us of any default shall not constitute a waiver of any subsequent default.

12.3.    No waiver by us of any of these Terms shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with these Terms.

13.        Severability

13.1.    If any of these Terms are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.

14.        Entire agreement

14.1.    These Terms and any document expressly referred to in them represent the entire agreement between us in relation to the subject matter of the Contract and supersede any prior agreement, understanding or arrangement between us, whether oral or in writing.

14.2.    The following documents are part of these terms and conditions:

(a)          Privacy Policy

(b)          Terms of Use

 

14.3.    You acknowledge that, in registering with us, you have not relied on any representation, undertaking or promise given by us or be implied from anything said or written in negotiations by us prior to your registration except as expressly stated in these Terms.

14.4.    You shall have no remedy in respect of any untrue statement made by us, whether orally or in writing, prior to the date of your registration (unless such untrue statement was made fraudulently) and your only remedy shall be for breach of contract as provided in these Terms.

15.        Third Party Rights

15.1. Third parties who have purchased Project Services that you have posted to the Site and sold using the Site may enforce against you any obligation that you have agreed to hereunder and which is intended to benefit them, such as, without limitation warranties given at clause 2.3.  Similarly, you may enforce against third parties who have sold their Project Services to you any obligations in their agreements with us that are intended to benefit you.

15.2. Aside from the third party rights granted pursuant to clause 15.1, a person who is not a party to the Contract we have made with you has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

16.        Law and jurisdiction

16.1.    These Terms and your registration give rise to a binding contract between you and use that will be governed by English law.  Any dispute arising from, or related to your use of the Site and the Services shall be subject to the non-exclusive jurisdiction of the courts of England and Wales.