https://www.youmakeit.co, including all Site information referenced or linked therein (the “Terms of Service”). Your use of the Site after the effective date will signify that you have read, understand, accept, and agreed to be bound and are bound by this Agreement for yourself and on behalf of any Member for whom you use the Site, and you represent that you have the authority to do so. To the extent permitted by applicable law, we may modify this Agreement with prospective effect without prior notice to you, and any revisions to this Agreement will take effect when posted on the Site, unless a later date is otherwise stated in the revised Agreement. Please check the Site often for updates.
1. Overview of Youmakeit platform
2. Clients, Designers, Manufacturers
2. 1 Client account
2.1.1 Reason for posting a contest
2.1.2 Fund allocation
2.1.3 No negotiation outside the platform
2.1.4 Client responsibility
2.1.5 Contest withdrawal rights
2.1.6 Contest withdrawal rights
2.1.7 Manufacture ready requirements
2.1.8 Quality of design responsibility
2.1.9 Clients liability for design quality and QC standards
2.1.10 Clients time responsibility to refine designs
2.1.1 Number of contest submissions allowed
2.2.2 Clint IP Ownership - open contest
2.2.3 Client IP Ownership - closed contest
2.3 Designers account
2.3.1 Sketch to manufacture
2.3.2 Design to manufacture
2.3.3 CAD to manufacture
2.3.4 Criteria for registering as a designer
2.3.5 Designers rights to IP ownership of designs
2.3.6 Agreement to accept the the Youmakeit terms by opening any contest brief
2.3.7 Follow up support from designers in the submission stage
2.3.8 Designers content originality
2.4 Manufacturers account
2.4.1 Requirement for account creation:
2.4.2 Accuracy and portfolio:
2.4.3 The milestone system:
2.4.4 Adjustments or refinements to clients proposal:
2.4.5 Discussions outside the Youmakeit platform:
2.4.6 IP ownership of any viewed content:
2.4.7 Use of the platform
3. Payment terms
3.1 Payment and delivery
3.2 Cancellation and refunds policy
3.3 General and guaranteed payment terms
3.4 The escrow structure
3.5 The milestone structure
4. Non-Circumvention
5. Site License
6. User content license
7. Third party license
8. Certain Disclaimers, Limitations, and Exclusions
9. Indemnity
10. Agreement Term; Termination and Suspension
11. Limitation on liability
Youmakeit.co is an online platform that allows registered individuals worldwide access to designers and manufactures to realise their unique product using a design and make contest model.
A ‘client’ is deemed as a user of the Youmakeit platform intending to use its design and manufacture services.
A client will post a design contest in seeking to find a design solution to his/her existing design related problem. A contest should only be posted with the express intention of seeking to find a specific solution that could potentially be later realised as a physical product or products through a mass production follow up stage.
Once a contest has been posted and funds uploaded, the allocated funds cannot later be reduced in any way and in no way should a client attempt to mislead a designer or a manufacturer about the total funds available.
Once a contest has begun, no negotiation outside the Youmakeit platform is permitted and if brought to the attention of Youmakeit’s legal teams, a client, designer or manufacturer might be permanently removed from the Youmakeit database and not allowed to pursue any new contests, or submit any designs or manufacturing bids, this includes through creating an alias account and posting a contest.
A client accepts full responsibility for receiving design proposals even those that don’t sufficiently meet his/her needs based on posting a design contest brief or specification that has failed to sufficiently communicate the concept, which includes a design specification either written by him/her or anyone authorised by the client to act on his/her behalf.
A client has the right to withdraw a contest if the design submissions have not fully met his / her expectations, but must do so only within the first 3 days of any design contest. Once the first 3 days have expired the client no longer has the right to withdraw a contest and must continue to select a winning design or designs. If a winning design selected by the allotted time allocation for the contest the contest prize fee will be split amongst the designers that entered that contest. In this instance the client can take no ownership of any designs submitted as no winning design was selected and no subsequent negotiation for other designs may ensue.
In selecting a manufacture design, a client should note that although it is not mandatory to upload a sketch or a visual concept, it is advisable to do so, as this reduces the concept generation stage in the manufacture ready designs. If you do not have a sketch, you could use the sketch ready format to have a sketch ready design.
A client accepts full responsibility for the quality of design proposal and the QC standards that the specification will later be subject to in manufacture and in use and must therefore ensure that suitable checks are put in place through the design submissions stages.
Youmakeit accepts no liability for the quality of design submissions or quality control, fit for purpose issues relating to the contest itself and is merely a service platform that aggregates designers and manufacturers.
A client will have the total time allocated to refine a design until it has met all of his/ her needs. A client is able to refine the design by consulting with the designer using the messaging feature on the contest dashboard.
Clients are allowed to launch multiple contests but must ensure that each design contest is given sufficient attention.
A client launching an open contest has full rights to any design he/she has actually purchased via the platform. This includes the winning design and any other design submissions the client has purchase from the designers once the contest is over. The designer selling a design agrees to relinquish all rights to the IP of that design but may still use the design as part of their portfolio of recently completed work, but may not pursue any further development of that design on or outside the Youmakeit platform, or attempt to sell the design or any part of the design submission.
The IP of any design not purchased by the client will belong to the designer and may be developed further at the designer’s discretion.
A client launching a closed contest has full rights to any design he/she has actually purchased via the platform. This includes the winning design and any other design submissions the client has purchased from the designers once the contest is over.
The designer selling a design agrees to relinquish all rights to the IP of that design but may not use that design or any part of that design as part of their portfolio on the Youmakeit platform or anywhere else, and agrees to not pursue any further development of the design or any part of the design or attempt to sell the design or any part of the design on the Youmakeit platform or anywhere else.
Designers are allowed to view design contests and to respond by submitting design proposals that meet the required standard for each type of design contest as described below:
These are designs that are early concept ideas and designers must submit designs that meet these criteria but to also ensure that their designs sufficiently communicate the main concept. Designs will also need annotations and dimension descriptions to further aid in the communication of the concept.
These are designs that are more detailed and can be quickly interpreted by manufacturers for manufacturing your design concept. These designs will require a detailed specification and will need to be designed using a universally recognised standards where possible, including but not exclusive to CAD designs.
These are CAD (Computer Aided Designs) designs that could be used for CAMM (Computer Aided Manufacture) manufacturing methods. These include but are not limited to Laser cutting, 3D printing, CNC, and any other forms of rapid prototyping.
Designers may respond to any design contests in the Alpha stage, but should note that we will be implementing a review process in our next stage of launch that limits designers to entering contests that they would be more suited for. This would be implemented to ensure that designers submitting designs for manufacture design contests have sufficient experience and or qualifications in the end to end process and submit manufacture designs that can actually be manufactured while adhering to QC and other internationally recognised standards and codes of practice.
Designers submitting designs for a contest will relinquish all IP rights to that design if the client has successfully selected the design proposal in the contest, or if the client has selected a different design but arranged to purchase that design for an internally negotiated price. If the design has not been successful in winning a contest the designer has full rights to his own design unless the contest entered was a closed contest whereby the client has IP ownership of the problem brief, and the designer may not attempt in any way to either sell that design or attempt to develop the design through Youmakeit’s manufacturing platform or anywhere else online or offline.
Once a contest brief (open or closed) has been viewed by a designer, that designer agrees to enter into a mutual non-disclosure agreement with the client so as not to share the contest brief or to attempt to develop the design for his/her own purposes on or outside the youmakeit platform.
Designers with winning design proposals agree to a possible consultation with a chosen manufacturer for further clarification on a design related or specification related issue. Designers agree to be made available for a consultation with said manufacturer if any such issue arises.
Designers agree to only upload their own work (as defined by designs created on the youmakeit platform or elsewhere by the designer himself/herself) into their Youmakeit design portfolio or design contest submission. Any issues arising from plagiarised portfolio work or contest submissions may lead to a designer being permanently removed from the Youmakeit database and possible legal action.
Manufacturers will be required to complete an enhanced application form. This is to ensure that all registered manufacturers that work with Youmakeit meet certain expectations and adhere to a strict manufacturing guideline which includes but not exclusive to internationally recognised QC standards and other standards of practice.
Manufacturers must ensure that all descriptions provided in the application process including but not exclusive to fields of expertise, company registration, ability to adapt and similar criteria are updated regularly. If there are any changes, it is the manufacturers responsibility to notify Youmakeit immediately.
When responding to a manufacturing request, a milestone system can be used to ask the user to provide funds for each separate stage of manufacture. During each stage, the user will transfer funds into the YMI account showing the manufacturer the availability of those funds. These funds will be released into your YMI account once the work has been completed to a standard that is deemed acceptable by the user. At this point the user will release those funds into the manufacturers personal YMI account. Manufacturers can request each fund transfer independently once each job has been completed.
Manufacturers might need to refine client’s designs and adapt the design to suit his/her specific manufacturing processes that are available or to streamline a design to make the product outcome more cost effective and economical. Manufacturers must inform clients of any and all changes to the design, visible or not and explain the rationale behind the changes.
All manufacturers registered with Youmakeit will need to ensure that any work or job requests / quotes are communicated through the platform only. Any work or communication carried out outside the platform could lead to the manufacturer being permanently deleted from the Youmakeit database and must not attempt to reapply under their name or an alias unless given specific permission from the Youmakeit legal department.
All designs and content from contest briefs to design submissions are the property of Youmakeit. Any design or part of a design moving into manufacture will be conducted under the authority of the client requesting and approving a design to move into manufacture. No design or part of a design can be manufactured without direct instruction from the client through a client job request form completion. Manufacturers that breach this contract maybe removed from the site and potentially subject to a legal IP dispute, where Youmakeit will fully support clients who’s rights have been compromised.
Manufacturers registered with Youmakeit will only use the site to receive and respond to manufacturing related requests and respond through the platform only. No attempt should be made by manufacturers to bypass the platforms or to initiate direct contact with clients outside the Youmakeit platform .
Service Fee that Youmakeit earns and clients agrees to pay Youmakeit for creating, hosting, maintaining, and providing the Site Services. The Service Fee is described here.Youmakeit service fees are varied depend on the service we offer.
1. When a Client pays a Designer or manufacturer, Youmakeit charges 10% service fee from client. The 10% service fee will be deducted from prize amount.
2. When client instructs Youmakeit to guide the manufacturing process the service fee increases by 5% for the manufacturing process service provided by Youmakeit and a 5% service fee from manufacturers.
For the design contest the customer pays Youmakeit the contest prize funds to post the contest, Youmakeit charges the customer the contest amount and subsequently pays out the contest prize fee to a winning design less the Youmakeit service charge fee, in exchange for the winning design submission in a format agreed to by the client.
For the manufacturing process, the client agrees to pay Youmakeit the sum of each allotted milestone, whereby Youmakeit will then agree to pay the manufacturer once deliverables have been successfully received by the client.
Client may cancel the project within the first three days of launch ; thereafter a client must ensure that designers are refining a design to within their needs and a winning design is selected. No refunds will be allowed after three days.
Client will be entitled to a full money back guarantee only if the full amount paid in, is requested for refund, this will allow for the Paypal transaction charge of 2.9% to be refunded as well. If a partial refund is requested only 1.5% of the transaction charge maybe returned to the client.
Once a contest has been guaranteed a client must ensure that the payment is fulfilled to a winning designer. If a client feels that designs haven’t met specific standards, it is entirely at the discretion of the client to close the contest within the first three days
All payment will be in 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. Youmakeit 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.
The ‘Escrow’ structure is in reference to the payment system whereby funds are held until good have been exchanged. The escrow system in this instance is purely a reference to an ‘escrow’ system. Youmakeit will charge the a service fee in the amount of the allotted contest fee and agrees to refund this amount less the services charge to the winning designer and the allocated manufacturer. Funds are not technically being heldin an escrow.
The milestone feature has been implemented to ensure that both the client and the user are protected at the various stages of development and a client only pays for deliverables that have matched his/her standards and or specification criteria, and to ensure that regular payments are made to the manufacturer ensuring high quality work is not carried out without manufacturers being fully remunerated.
You acknowledge and agree that a substantial portion of the compensation Youmakeit receives for making the Site available to you is the Service Fee described in the subsection titled “Service Fee”in section 4 above. You further acknowledge and agree that Youmakeit only collects this Service Fee when a Client and a Designer pay and receive payment through the Site. Therefore, in consideration for our making the Site available to you, for 24 months from the time you identify or are identified by any party through the Site (the “Non-Circumvention Period”), you must use the Site as your exclusive method to request, make, and receive all payments for any services directly or indirectly provided to or received from that party or arising out of your relationship with that party.
Submit proposals or solicit parties identified through the Site to contact, engage, or pay outside the Site.Accept proposals or solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site.Invoice or report on the Site request an invoice or payment amount lower than that actually agreed between Client (or prospective Client) and Designer.
You agree to notify Youmakeit 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 report to Youmakeit by sending an email message to [email protected] , which report will be kept confidential to the extent practicable.
Subject to and conditioned on your compliance with this Agreement, the other Terms of Service, and the other Site Policies, Youmakeit grants you a limited license to access and, if you are a Member, to use the Site for the purpose of ordering and receiving the Site Services available and authorised from the Site. You must not access or use the Site or Site Services for any reasons that are in competition with Youmakeit You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Site in any
way for any public or commercial purpose without prior written consent of Youmakeit or the rights holder. You must not use any content of the Site on any other website or in a networked computer environment for any purpose except your own viewing. You must not frame or link to the Site except as permitted in writing by Youmakeit You must not attempt to reverse engineer or attempt to interfere with the operation of any part of the Site unless expressly permitted by applicable law. The Site and any portion of the Site may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose that is not expressly permitted by Youmakeit. Youmakeit and our licensors retain all of their respective right, title, and interest in and to all patent rights, inventions, copyrights, know- how, and trade secrets relating to the Site. Youmakeit logos and name are trademarks of Youmakeit and are subject to our Mark Use Guidelines. All other product names, company names, marks, logos, and symbols on the Site may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in this Agreement confers any license under any of Youmakeit or any third party’s Intellectual Property Rights, whether by estoppel, implication, or otherwise.
When you post User Content on the Site, you represent and warrant that you have the right, power, and authority to post that content and grant the licenses specified below. You further represent and warrant that by posting such User Content you will not violate third-party rights of any kind, including, without limitation, any Intellectual Property Rights, rights of publicity, and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such User Content and that Youmakeit may exercise the rights to your User Content granted under this Agreement without any liability or obligation for any payment.
You retain all your ownership rights in any User Content you post on Youmakeit . You also grant to Youmakeit and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to, reproduce, modify, publish, list information regarding, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Site and Youmakeit ’s (and our successors’ and Affiliates’) business, including, without limitation, for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User a non-exclusive license to access your User Content through the Site, and to use, reproduce, distribute, display, and perform such User Content, only to the extent permitted through the normal functionality of the Site and subject to all applicable confidentiality and other provisions of the Terms of Service.
Notwithstanding the foregoing paragraph, Youmakeit will only use or disclose User Content you post to any Workroom or other non-public area of the Site to the extent necessary to provide Site Services to you.
The above licenses granted by you will terminate within a commercially reasonable time after you remove or delete your User Content from the Site, except that you grant Youmakeit and our successors and Affiliates the irrevocable and perpetual license to retain and use, but not publicly display, distribute, or perform, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law.
You may submit comments or ideas about the Site, including, without limitation, about how to improve the Site or our products (collectively, “Ideas”). By submitting any Ideas, you agree that your disclosure is gratuitous, unsolicited, and without restriction and will not place Youmakeit under any fiduciary or other obligation, that the Ideas do not contain the confidential or proprietary information of third parties, and that we are free to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission of any Idea, Youmakeit does not waive any rights to use similar or related ideas known or developed by Youmakeit or obtained from sources other than you.
The Site contains a directory of designers and manufacturers . The directory is populated with information from third-party sources, from designers and manufacturers themselves, and from other Members. Youmakeit provides this directory as a convenience and does not confirm or verify the information contained in it.
The Site makes available various services provided by third parties to verify a Member’s credentials, provide information. Any information or content expressed or made available by these third parties or any other Members is that of the respective author(s) or distributor(s) and not of Youmakeit. Youmakeit neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than authorised Youmakeit employees acting in their official capacities.
The Site may contain links to Third-Party Sites. The Site may also contain applications that allow you to access Third-Party Sites via the Site. Such Third-Party Sites are owned and operated by the third parties and/or their licensors. Your access and use of Third-Party Sites, including online communication services such as chat, email, and calls, will be governed by the terms and policies of the applicable Third-Party Sites. You acknowledge and agree that Youmakeit is not responsible or liable for: (i) the availability or accuracy of Third-Party Sites; or (ii) the content, advertising, or products on or available from Third-Party Sites. You are responsible for deciding if you want to access a Third-Party Site by clicking on a link or installing an application. The inclusion of any link or application on the Site does not imply that we endorse the linked Third-Party Site or application. You use the links and these services at your own risk and agree that your use of an application via the Site is on an “as is” and “as available” basis without any warranty for any purpose.
You are solely responsible for creation, storage, and backup of your business records. This Agreement and any registration for or subsequent use of the Site will not be construed as creating any responsibility on Youmakeit’s part to store, backup, retain, or grant access to any information or data for any period.
We have implemented commercially reasonable technical and organisational measures designed to secure your personal information from accidental loss and from unauthorised access, use, alteration, and disclosure. However, we cannot guarantee that unauthorised third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information, or information about the entity that you represent, at your own risk.
Youmakeit is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with this Agreement, including, but not limited to:
1. Your use of or your inability to use the Site or Site Services;
2. Delays or disruptions in the Site or Site Services;
3. Viruses or other malicious software obtained by accessing, or linking to, the Site or Site Services;
4. Glitches, bugs, errors, or inaccuracies of any kind in the Site or Site Services;
5. Damage to your hardware device from the use of the Site or Site Services;
6. The content, actions, or inactions of third parties’ use of the Site or Site Services;
7. A suspension or other action taken with respect to your account;
8. Your reliance on the quality, accuracy, or reliability of Engagement postings, Youmakeitr profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Site;
9. your need to modify practices, content, or behaviour or your loss of or inability to do business as a result of changes to the Terms of Service.
YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE, OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE DISCLAIM ALL AND MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY, OR RELIABILITY OF ANY THIRD-PARTY, THE DESIGNERS AND MANUFACTURER SERVICES, OR THE ACCURACY OF THE POSTINGS MADE ON THE SITE BY ANY THIRD-PARTY.
SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING LIMITATIONS ON IMPLIED WARRANTIES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
IN THE EVENT OF A DISPUTE BETWEEN YOU AND YOUMAKEIT AND/OR AN AFFILIATE, NEITHER YOU NOR Youmakeit , OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
In addition to the recognition that Youmakeit is not a party to any contract between Client and Freelancer, you hereby release Youmakeit, our Affiliates, and our respective officers, directors, employees, attorneys, agents, subsidiaries, joint ventures, and our and their respective successors and assigns from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another Member, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the provision, functions, and quality of the Designer and manufacturersServices provided to Client by a Designer and manufacturers and requests for refunds based upon Disputes.
You agree to defend, hold harmless, and indemnify Youmakeit , our Affiliates, our and their respective officers, directors, employees, attorneys, agents, joint ventures, and our and their respective successors and assigns (each such party an “Indemnified Party”) from and against any and all losses, costs, expenses, damages, and other liabilities (including reasonable attorneys’ fees and costs) incurred by an Indemnified Party arising from or related to any cause of action, claim, suit, proceeding, demand, or action brought by a third-party against an Indemnified Party in connection with your use of the Site Services, including: (a) any payment obligations incurred through use of the Site Services; (b) any allegation of any infringement, misappropriation, or other violation of any Intellectual Property Rights by you or your agents, including by any Work Product provided by you or your agents; (c) your: (i) use of the Site; (ii) decision to supply credit or other information via the Site, including financial information; (iii) decision to submit postings and accept offers from other Members; (iv) breach of any provision of this Agreement or the other Terms of Service; (v) dispute of or failure to pay any invoice or make any other payment; (vi) obligations to a Freelancer, including payment obligations; (d) any breach of contract or other claims made by Members with which you conducted business through the Site; (e) any liability arising from the tax treatment of payments made or receive through the Site Services or any portion thereof; (f) anything which the Indemnified Party may do or refrain from doing in connection with this Agreement and the Terms of Service, including, but not limited to, all costs incurred in conjunction with any interpleader which EEC may enter into regarding an Escrow Account; or (g) monies deposited under the Account Agreement or for any interest upon any such monies. The foregoing indemnity will include, without limitation, such cause of action, claim, suit, proceeding, demand, or action arising out of the negligence of any Indemnified Party; provided that the foregoing indemnification will not extend to the gross negligence or wilful misconduct of an Indemnified Party.
This Agreement will become effective upon your first visit to the Site and will remain in effect for the duration of your use of the Site. Unless both you and Youmakeit agree otherwise in writing, either of us may terminate this Agreement in our sole discretion, at any time, without explanation, upon written notice, except as otherwise provided below. If you are using Youmakeit Payroll Services, you must legally terminate your relationship with Client or Freelancer, as applicable, before terminating this Agreement. In the event you or we properly terminate this Agreement, your right to use the Site is automatically revoked, and we will close your Account; however, upon our election, (i) if you have any open Engagements when you terminate this Agreement you will continue to be bound by this Agreement until all such Engagements have closed on the Site; (ii) Youmakeit will continue to perform those Youmakeit Services necessary to complete any open Engagement or related transaction between you and another Member; and (iii) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the completion of any open Engagements, whichever is later, to Youmakeit for any Site Services and to any designers and manufacturers for any designers and manufacturers Services. Without limiting any other provisions of this Agreement, the termination of this Agreement for any reason will not release you, any Member with whom you have entered into a Member Contract, or Youmakeit from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.
Upon any termination of a Team Account, Youmakeit may close any or all related Accounts.
Without limiting Youmakeit ’s other remedies, we may temporarily suspend, indefinitely suspend, or permanently revoke your access to the Site and refuse to provide any or all Site Services to you if: (a) you breach the letter or spirit of any terms and conditions of this Agreement or other Terms of Service; (b) we suspect or become aware that you have
provided false or misleading information to us; or (c) we believe, in our sole discretion, that your actions may cause legal liability for you, our Members, or Youmakeit or our Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit activity. Once your Account is suspended or closed, you must not continue to use the Site under the same Account or a different Account or reregister under a new Account without Youmakeit ’s prior written consent.
Without limiting Youmakeit ’s other remedies, if you engage in actions or activities that circumvent the Site or otherwise reduce fees owed Youmakeit or our Affiliates under this Agreement, you must pay Youmakeit for all fees owed to Youmakeit and our Affiliates and reimburse Youmakeit for all losses and costs (including any and all time incurred by employees of Youmakeit or our Affiliates) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.
In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions.
Except as otherwise required by applicable law, we will notify you if we suspend or close your Account, unless we believe, in our sole judgment, that giving notice may cause damage. You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of Users’ Account status to all Members, including both yourself and other Members who have entered into Member Contracts with you. You therefore agree as follows: IF Youmakeit DECIDES TO SUSPEND OR CLOSE YOUR ACCOUNT, Youmakeit HAS THE RIGHT, BUT NOT THE OBLIGATION, TO (1) NOTIFY OTHER MEMBERS THAT HAVE ENTERED INTO MEMBER CONTRACTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR CLOSED ACCOUNT STATUS, AND (2) PROVIDE THOSE MEMBERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT SUSPENSION OR CLOSURE.
When your Account is closed for any reason, you will no longer have access to data, messages, files, and other material you keep on the Site. If practicable, Youmakeit will retain this information along with all your previous posts and proposals for a period of one year from the date of closure to give you ample time to institute an appeal of our decision through the process described in the subsection titled “Disputes with Youmakeit ” in section 16 below. If you appeal our decision through that process within one year, Youmakeit will retain your information until such dispute is resolved. If you fail to appeal our decision within one year, Youmakeit may delete your information, including data, messages, files, and other material you keep on the Site.
11.1 In no event shall we (and our suppliers) be liable to you or any third party for any lost profit or any indirect, consequential, exemplary, incidental, special or punitive damages arising from or relating to this Agreement or your use of, or inability to use, the Site or Services, even if we have been advised of the possibility of such damages. Access to, and use of, the Site and Services are at your own discretion and risk, and you will be solely responsible for any damage to your computer system or loss of data resulting therefrom. Notwithstanding anything to the contrary contained herein, our (and our suppliers’) liability to you for any damages arising from or related to this Agreement (for any cause whatsoever and regardless of the form of the action).
11.2 Youmakeit in no way accepts responsibility for designs or products manufactured using this site or services. This includes products that aren't fit for purpose or unsafe in anyway