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Last Updated: Mar 2, 2023.
These terms of service (this “Agreement”) are entered into between you and Dsnguru, Inc. (“Dsnguru”), and this Agreement governs your access to and use of www.Dsnguru.com (the “Website”) as well as any and all content, functionality and services offered on or through the Website (collectively, the “Service”). We may amend this Agreement at any time by posting the amended terms on our Website. By accessing, registering for or using the Service, you represent, warrant and covenant :
you are at least 18 years of age;
you agree to be bound by this Agreement, and all Dsnguru policies and guidelines referenced in this Agreement or incorporated into this Agreement by reference;
you have the legal power and authority to enter this Agreement on behalf of yourself or the person or entity you represent; and
you will not abuse or misuse the Service or misrepresent your identity to us :
This Agreement is governed by the Electronic Signatures in Global and National Commerce Act (ESIGN Act).
THIS AGREEMENT CONTAINS WARRANTY DISCLAIMERS AND OTHER PROVISIONS THAT LIMIT OUR LIABILITY TO YOU. PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY, AS ACCESSING, REGISTERING TO USE OR USING THE SERVICE CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND TO EACH AND EVERY TERM AND CONDITION SET FORTH HEREIN, PLEASE EXIT OUR WEBSITE IMMEDIATELY AND DO NOT ACCESS OR USE THE SERVICES ANY FURTHER.
“We”, “us”, “our” refers to Dsnguru.
“Content” collectively means all text, information, graphics, audio, video, and data offered through our Website, whether free to all or part of our paid Service. We may refer to Content provided by our Members as “Member Content.”
“Member” means a Creative or Buyer, and is someone who has joined our Website to use our Service.
“Buyer” means a Member of our Website who hosts a Contest for one or more Creatives or purchases a domain from Dsnguru Marketplace.
“Creative” means a member who elects to participate in a Contest to submit an Entry in response to a Contest or a member who lists any services for sale in Dsnguru Marketplace.
“Seller” means a Member of our Website who offers domain names for sale via our Marketplace.
“Contest” means an online event held by a Buyer through our Website to invite one or more Creatives to submit Entries for the provision of a Project to the Buyer. A “Guaranteed Contest” means a Contest held by a Buyer whereby the Buyer guarantees that it will choose a Winner for their Contest.
“Contest Guidelines” are rules, as promulgated solely by Dsnguru in its sole discretion and found on our Website, that Buyers hereby agree to follow when creating a Contest.
“Entry” means a proposed name, article, advice, video or marketing traffic submitted by a Creative as part of a Contest.
“Domain” means a Domain name or website URL that is offered for sale on Dsnguru platform.
“Buyer Payment” means the fee that a Buyer must provide for the Contest.
“Contest Prize” means the Buyer Payment, less the fees due to Dsnguru for providing a Contest, will go to the Winner(s) of that Contest.
“Winner” means the Creative(s) and respective Entry(ies) as selected by a Buyer for a given Contest.
For the avoidance of doubt, a Buyer may not have to pick a Winner, depending on the type of Contest, but may also pick more than one Winner.
“Dollar Credits” means credits for the purchase of goods or services from Dsnguru, which may be redeemed for United States Dollars (or other currencies at Dsnguru’s sole election).
“Dsnguru Credits” means Dollar Credits issued to winning Creatives.
“Bonus Credits” means non-monetary credits with Dsnguru that may be exchanged for certain goods and services offered by Dsnguru, but which cannot be redeemed for cash.
“Domain Name” means an Internet domain name as created by a Creative as an Entry in a Contest.
“Member Services” means a fixed price offering of given services by a Member who elects to provide such services to other Members of our Website for that fixed price.
“Naming, Marketing or Design Project” means the act of identifying a business or website name, marketing initiative, or logo design for which a Buyer engages a Creative to submit an Entry.
“Intellectual Property Rights” means all intellectual property rights of any type whatsoever throughout the world including all rights which subsist in copyright, patent rights, trademark rights, submissions and plant breeder rights, whether or not such rights are registered or able to be registered.
“Automatic IP Transfer” means the automatic transfer of Intellectual Property Rights in an Entry from Creative to Buyer after selection of a Winner for a Contest and payment of any fee.
“Stock Images” means images, logos or other artistic works which may be purchased from a third party website or directly from a third party.
“Taxes” means any applicable duties, sales taxes, GST, VAT or other taxes which may be levied in respect of any transaction contemplated by this Agreement.
“Third Party Works” means any image, logo, artistic work, literary work or other item or thing (including a Stock Image) in which the Intellectual Property Rights are owned by another party other than the Member.
“Abandoned Contest” means any Contest where a Buyer has not selected a winner within 30 days of contest end date; and the contest does not qualify for a Refund.
“User Account” means your online account with Dsnguru.
The Service is an online venue where
By registering as a member, you acknowledge and agree that you contract directly with other members to buy or sell services or domain names. Creatives are not required to participate in the project posted by the Buyer.
You covenant and agree to act in good faith and engage in fair dealing in connection with the Intellectual Property Transfer Agreement. Additionally, you acknowledge and agree that the value, reputation, and goodwill of Dsnguru depends in part on your performance of your covenants and agreements. You further agree that we have the right to take such actions, including without limitation suspension, termination, or legal actions, as we in our sole discretion deem necessary or deisrable to protect Dsnguru and its value, reputation, and goodwill.
Each Member is solely responsible for satisfying all income tax, payroll tax, payroll withholding, sales and use tax, governmental reporting and other legal requirements under applicable law, including without limitation those applicable to the purchase and sale of services provided by Creatives, from and by independent contractors.
If you are a Creative, you and only you decide which and how many Contests to participate in, and when and where you participate in them. You are free to spend as much or as little time participating in Contests as you choose. At no time are you under any obligation to submit entries to a Contest.
Neither your use of our Service nor anything in this Agreement creates an employment, partnership, joint venture, agency, franchise, or sales representative relationship between you and Dsnguru. We do not provide you with any equipment or tools to participate in a Contest. We do not provide you any benefits, including without limitation workers compensation or insurance coverage. We are not responsible for any expenses you incur in using our Service. We will not withhold any amount from your award for federal or state income tax, Social Security, or any other tax. You are free at all times to perform tasks for any person or business, including any of our competitors. You do not have the authority to enter into any contract, whether written or oral, on behalf of Dsnguru or otherwise represent or purport to represent Dsnguru in any respect.
Notwithstanding the foregoing, we will request from you a W-9 (if you are a U.S. taxpayer) or W8BEN (if you are not a U.S. taxpayer), to be updated annually, and we may bar you from participating in Contests or withdrawing your Dollar Credits until you have completed or updated a W-9 or W8BEN, as applicable.
You may find on the Website links to other websites. You acknowledge and agree that we are not responsible or liable for the availability or accuracy of such websites, or their content, advertising, or products. The inclusion of any link on the Website does not imply that we endorse the linked website. You use the links at your own risk and expressly relieve us from any and all liability arising from your use of any third-party website.
You shall be solely responsible for your own Entries, Domains and all content you post on the Website, and the consequences of posting or publishing entries or content. When uploading Entries, Domains or comments to the Website, you affirm, represent and/or warrant that: you own or have the necessary licenses, rights, consents and permissions to use and authorize us to use all patent, trademark, trade secret, copyright, or other proprietary rights in and to any and all of your entries of content, to enable inclusion and use of your entries and content in the manner contemplated on the Website and in this Agreement.
You must create a User Account with Dsnguru in order to use the Service. Your User Account will be created using Dsnguru’ online sign up process, or any other method specified by Dsnguru from time to time in its sole discretion. Your User Account will permit you to login to our Website to manage your User Account, make use of the Service and to manage other details involving your relationship with Dsnguru. You agree to keep confidential and secure any username or password used to access your User Account. You warrant that all information provided to Dsnguru in the setup of your User Account is true and correct in all respects. You agree to only maintain one User Account in relation to your access to and use of the Service. In order for Dsnguru to enforce the single User Account policy, you agree to not use any proxy servers to hide your IP address while accessing the Website. You agree to provide Dsnguru with all identification documents (including copies of passports and drivers licenses) that Dsnguru may reasonably request from you from time to time for the purposes of verifying your identity.
You agree that you will only use your User Account and our Website for the purposes of using the Service and for no other purpose. In particular, you will abide by the following terms, of which failure to do so may result in your User Account being terminated:
We reserve the right to pursue any and all remedies at our disposal at law, in equity or otherwise in the case of any of the foregoing.
All domain names listed on Dsnguru are either owned directly by the Creatives or registered by Dsnguru on behalf of creatives. When you purchase a domain name from Dsnguru and submit payment through any of Dsngurus’ authorized payment providers you will be making payment for the domain name. This includes the exclusive right to use that domain name for as long as you keep the domain name registered and in good standing with your registrar. In some cases, Dsnguru may also provide logo design associated with the domain. No hosting, web content, or any other rights will be transferred with the domain.
Upon successful purchase and verification of such a purchase, the domain name will be transferred to you at the current registrar. You may keep the domain registered at its current registrar or, if permitted, you will be allowed to transfer the domain to another registrar of your choosing. It will be your sole responsibility to ensure your domain is properly registered and that your registration is in good standing with your registrar. You will be required to pay yearly renewal fees directly to the registrar you keep the domain name with. Registration fees vary by registrar, are usually between $10 and $20 USD per year, and it will be your sole responsibility as the new owner of the domain to keep the registration current
You are entitled to a refund for domains purchased with outright payment as long as following conditions are met :
A domain name sale is not considered complete until the order has been verified and approved by Dsnguru. All domain name sales are subject to a final review and sales verification to ensure that that the domain(s) subject to the sale are:
A.) indeed available for purchase and that.
B.) there are no.
issues that would obstruct the sale of in selling each domain. While all orders are typically approved and transferred immediately upon receipt of payment, a sales receipt or email confirmation does not render the transaction complete. If circumstances arise affecting Dsngurus’ ability to completely deliver a domain to the purchaser, all charges will be refunded appropriately.
In certain situations, Dsnguru may require additional verification from the buyer. If the buyer fails to provide the additional information for verification of their order, the order will be cancelled, and a refund will be issued. A sale will not be considered complete until the order has been both verified and approved, and the domain has been successfully transferred to the buyer.
Dsnguru is not responsible in determining whether the domain name(s) listed for sale infringe upon the legal rights of others. It is the buyer’s sole responsibility to research whether the purchase and use of a domain will infringe upon the legal rights of other entities and individuals, including but not limited to trademark and/or
You may, as a Buyer, host a Contest for the provision of a Naming, Marketing or Design Project. To host a Contest, you will use our Website to:
Dsnguru will, via our Website, invite Creatives to enter the Contest to submit Entries as required by your Contest. The actual Creatives who are invited to enter the Contest will depend on the type of Contest you select. Dsnguru will deliver Entries that we receive from Creatives to you via our Website .
Dsnguru offers a “Trademark Check” feature in certain types of Naming Contests. This feature checks for Trademark availability based upon an exact match of the name against the USPTO database. This check does not guarantee the approval of a Trademark application, if such an application is filed by the Buyer.
In addition, Dsnguru may also provide “Comprehensive Trademark Screening” in form of detailed reports. These reports provide detailed data on potential Trademark conflicts, and should not be construed as a legal opinion regarding the Trademarkability of the name. The Buyer must perform the necessary due dilligence to ensure that the name can be Trademarked within their own country.
Upon completion of your contest, you will be required to chose a winner for your contest. If you fail to choose a winning Entry within 30 days of the end of the Contest, Dsnguru will retain your Buyer Payment and will award the Contest Prize to one ore more Creatives of Dsnguru’s sole choosing without any further liability or obligation to you. For the avoidance of doubt, under no circumstances may Buyer select as the winning Entry any entry from a relative, friend or any entity or person previously known by Buyer.
Additionally, Dsnguru expressly disclaims any and all liability whatsoever in connection with any Entry, including without limitation whether or not such Entry violates the intellectual property rights of a third party or its otherwise legal or available for use. As a Buyer, you are responsible for ensuring that your selected entry meets all legal requirements in your jurisdiction.
To participate in a Contest as a Creative, you must submit one or more Entries to the Contest as hosted by a Buyer. The Entry must meet the Buyer’s Contest requirements and conform to our Contest Guidelines. As a Creative, you represent and warrant that any Entry is your original creation and that your Entry will not otherwise infringe upon the Intellectual Property Rights of other parties. You also represent and warrant that you are not related to, are not friends with and otherwise do not know Buyer. If your Entry contains Third Party Works, it must conform to the requirements set forth in our Contest Guidelines. By uploading your Entry to our Website, you expressly grant to Dsnguru a perpetual, non-exclusive, royalty-free, fully-paid up, transferable, assignable, sublicenseable, worldwide license to display your Entry to the Buyer as well as publicly on our Website should you be chosen as a Winner.
The Buyer may engage Dsnguru to conduct a Naming Research for their shortlisted names. By uploading your Entry to our Website, you authorize Dsnguru to include your Entry in an external poll to conduct the Naming Research.
You also covenant that, if you have been required to execute a non-disclosure agreement in connection with a Contest, you will abide by the terms and conditions of such agreement regardless of whether your Entry wins.
You understand that Dsnguru makes no guarantees and has no liability to you in any respect with regards to any Contest, including but not limited to:
If a Buyer selects you as a Winner, Dsnguru will notify you and will release the Contest Prize to your User Account. If you are named a Winner, you consent to entering into a binding agreement with that Buyer, pursuant to the terms of a Intellectual Property Transfer Agreement, which can be found here:
http://www.Dsnguru.com/IPTransferAgreement.
A Contest must receive submissions from atleast 10 different Creatives to be eligible for winner selection.
If a Buyer likes your Entry, they can send you a Bonus as a compensation for using that Entry. If the Bonus is sent, Dsnguru will notify you and will release the Bonus amount to your User Account. If you receive the Bonus in accordance with section 4.9, you consent to entering into a binding agreement with that Buyer, pursuant to the terms of a Intellectual Property Transfer Agreement,
which can be found here :
If a Buyer intends to use more than one entry from a contest, they must compensate the Creatives who submitted the entry. The Buyer must pay a $100 Bonus payment to the Creative for every additional entry (other than the winning entry) they intend to use.
A Guaranteed Contest implies an upfront commitment by the Buyer that they will select a winner for the contest. Guaranteed contests can not be cancelled, with the following exceptions:
If it is determined by Dsnguru that the contest payment was incomplete, fraudulent or not authorized by the original credit card holder.
Contest was created in a wrong category.
If it is determined by Dsnguru that the contest violates Dsnguru’s Terms of Service.
A refund is issued to the customer either as a result of Credit Card Chargeback or due to a special circumstance that, in Dsnguru’s sole discretion, warrants a refund.
If a winner has not been selected by the Buyer for more than 30 days of contest end date (Abandoned Contest), Dsnguru reserves the right to award the Contest Prize to one or more Creatives of Dsnguru’s sole choosing without any further liability or obligation to the Buyer. This award selection will be at the sole discretion of Dsnguru and can not be challenged by the Creatives or the Buyer.
If a Buyer decides to use an Entry from an Abandoned Contest, they must contact Dsnguru within 60 days of contest End Date. Dsnguru would notify the Creative about Buyer’s intention to use the Entry.
If the Creative has already received atleast $100 award from the Contest, the Creative consents to entering into a binding agreement with that Buyer for that Entry, pursuant to the terms of a Intellectual Property Transfer Agreement, which can be found here:
http://www.Dsnguru.com/IPTransferAgreement.
If the Creative has received less than $100 award from the Project, the Buyer must pay the difference of $100 and the actual award amount already received by the Creative in order to use their Entry.
Upon receiving the Bonus, the Creative consents to entering into a binding agreement with that Buyer for that Entry, pursuant to the terms of a Intellectual Property Transfer Agreement, which can be found here:
http://www.Dsnguru.com/IPTransferAgreement.
If the Creative has not yet received any compensation from the Project, the Buyer must pay a Bonus
of $100 to the Creative in order to use their Entry. Upon receiving the Bonus, the Creative consents
to entering into a binding agreement with that Buyer for that Entry, pursuant to the terms of a
Intellectual Property Transfer Agreement, which can be found here:
http://www.Dsnguru.com/IPTransferAgreement.
copyright infringement.
Understanding Dsnguru Credits
There are two types of Dsnguru Credits: Dollar Credits and Dsnguru Points. Each Dollar Credit is equivalent to one (1) United States Dollar. Dsnguru Points are not equivalent to any currency. They may, however, be used in lieu of certain additional features available through the Service. Dsnguru Points are not legal tender and cannot be traded or sold to third parties. Dsnguru Points are only exchangeable for features and services provided by Dsnguru in accordance with rules specified by Dsnguru on our Website. Dsnguru will round down any Dollar Credit that includes a fraction of a cent to the nearest whole number. Dsnguru may reduce the balance of any Dsnguru Credits held by you for any amount owing by you to Dsnguru on any account whatsoever including in relation to compensating Dsnguru for any loss that Dsnguru determines (in its sole and absolute discretion) it has suffered as a result of your breach of this Agreement.
You may at any time, convert Dollar Credits which you hold in your User Account to United States Dollars or any other currency permitted by our Website and request payment of those amounts to you. Any such payments will be made via the payment method nominated by you in your User Account. Any such payment by Dsnguru to you may be reduced by any amount owing by you to Dsnguru on any account whatsoever and may also be reduced by any related administration fees and charges imposed by Dsnguru from time to time. Any payment to you in a currency other than United States Dollars will be made at an exchange rate determined by Dsnguru in its sole discretion. You will bear all risk in relation to any loss you may make as a result of the exchange of United States Dollars to another currency. Any withdrawal of Dollar Credits in accordance with this clause may be subject to minimum or maximum withdrawal amounts specified by Dsnguru on our Website.
The balance of Dollar Credits held by you will expire 12 months from the date that you last received any Dollar Credits into your account. Dsnguru may refuse to permit you to withdraw Dollar Credits where it considers that at the date of withdrawal you are in breach of this Agreement.
Each Member is solely responsible for satisfying all income tax, payroll tax, payroll withholding, sales and use tax, governmental reporting and other legal requirements under applicable law, including without limitation those applicable to the purchase and sale of services provided by Creatives, from and by independent contractors.
Dsnguru may issue a refund for your payment in its sole discretion, if :
Dsnguru will abide by the terms of our Privacy Policy as posted on our Website.
Dsnguru is an independent service provider to you and is not your partner, employee or agent. You do not have the power to bind Dsnguru in relation to any obligation owing to a third party. You agree that by using our Service (entering a Contest, selling a Domain Name, or providing Member Services, Dsnguru, in providing this Service and your access to our Website, is providing a platform for you to enter into a separate agreement with other Members of our Website. Dsnguru is not a party to your interactions with such Members or to any separate agreement or for any act or omission of such Members.
You agree that:
Without limiting Dsnguru’s other rights under this Agreement, Dsnguru may suspend your User Account and your use of the Service at any time, with or without notice to you, and for any reason in its sole and absolute discretion, including, but not limited to, if:
1. Dsnguru will, within a time period determined by Dsnguru, withdraw the use of the Services from you.
2. Any Dsnguru Points you hold will be cancelled immediately.
3. You may redeem any Dollar Credits held by you into United States Dollars pursuant to this Agreement. Dsnguru may however withhold a reasonable portion of any amount payable to you, as determined by Dsnguru in its sole discretion, to address credit card charge backs, refunds, payments due to third parties on your behalf, or other costs and expenses which may be incurred by Dsnguru due to termination. Within twelve (12) months following termination of this Agreement, Dsnguru will pay to you any amount due
Dsnguru is not an escrow service and does not hold property on behalf of any person. All amounts deposited or paid to Dsnguru are property of Dsnguru and Dsnguru may use those funds as it sees fit. The only rights that you have to receive payment of any amounts held by Dsnguru are as set out explicitly in this Agreement.
You shall indemnify Dsnguru, its agents, officers, employees, and third party providers (“Indemnified”) against any loss, cost, expense or damage (including legal costs on a full indemnity basis) that any of the Indemnified suffer or incur as a direct or indirect result of:
The laws of State of Illinois in the United States without regard to any conflict of law principles, govern this Agreement and any disputes hereunder. No action, arising out of the transactions under this Agreement may be brought by either party more than one year after the cause of action has accrued.
In the event that you and Dsnguru cannot amicably resolve a dispute or damage claim resulting from this Agreement, then at Dsnguru’s option the Parties shall resolve any such dispute or damage claim by arbitration. The arbitration proceeding shall be conducted in Chicago, Illinois, in the United States, in accordance with the rules of the American Arbitration Association then in effect with one (1) arbitrator to be selected by mutual agreement of the Parties. If the Parties cannot agree on an arbitrator, then the American Arbitration Association shall select an arbitrator from the National Panel of Arbitrators. The Parties agree that the arbitrator cannot award punitive damages to either party and agree to be bound by the arbitrator’s findings. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
