Non-exclusive License Agreement
Effective date: July 10, 2014
The following Non-exclusive License Agreement ("Agreement") contains terms and conditions
that apply to the Sell Your Design program ("Program") offered by PrinterStudio.
This Agreement also incorporates by reference all of the terms and condition of
the Terms of Service ("TOS") which shall apply to all Sellers. Your participation
in the program constitutes your agreement to and acceptance of this Agreement. If
you do not agree to this Agreement, you may not participate in the Program. PrinterStudio
reserves the right to add, delete and/or modify any of the terms and conditions
contained in this Agreement, at any time and in its sole discretion, by posting
a change notice or a new agreement on the PrinterStudio Website. In the event of
any conflict between this Agreement and TOS, this Agreement shall govern. In the
event of substantive changes to the terms of this Agreement, you may be notified
by email of the changes. If any change is unacceptable to you, your only recourse
is to not use the PrinterStudio. Your continued use of the PrinterStudio following
posting of a change notice or new agreement on the PrinterStudio Website will constitute
binding acceptance of the changes.
This Agreement incorporates the following agreements and policies:
1. Agreement
1.1 Sell Your Design program ("Program")
This Agreement sets forth the terms and conditions under which PrinterStudio provides
its products and/or services that will allow you to create, produce, market, and
sell your design ("Content") through shops and Website owned or operated by or for
PrinterStudio (Collectively "Website"). Content includes but not limited to artwork,
photographs, sketches, drawings, text, digital images or product specifications
that you submit to PrinterStudio for placement on the Websites or on electronic
or physical products made by or for PrinterStudio ("Products"). Users who upload
Content for Products for sell are referred to as "Sellers".
1.2 Terms of Service
If you become a Seller of the Program, you will continue to be bound by all terms
and conditions of the TOS, which are incorporated into this Agreement by this reference.
For clarity, the Program is deemed part of the PrinterStudio Service ("Service").
All initially-capitalized terms not defined in this Agreement are defined in the
TOS If the terms of this Agreement conflict with the TOS, this Agreement will govern
and be given precedence.
2. Opening a Seller Account
2.1 Eligibility
To become a Seller, you must open a Seller account ("Account") with PrinterStudio
through its online registration process. You must provide PrinterStudio with accurate
and complete contact, payment information and any other identifying information
associated with when you open an Account. You must immediately notify PrinterStudio
if any of this information changes. If you do not provide PrinterStudio with complete,
accurate, and updated contact, payment information and any other identifying information,
you may not be eligible to sell Products through the Program.
2.2 Account Security
You will need to select a password if you open an Account. You will be solely and
exclusively responsible for keeping your password confidential and all use of your
password and Account, including without limitation, any use by any unauthorized
third party. You must notify PrinterStudio immediately if you believe your password
has been or may be obtained or used by any unauthorized person or entity. In addition,
you must notify PrinterStudio immediately if you become aware of any other breach
or attempted breach of the security of your Account or the PrinterStudio Service.
3. Your Obligations
3.1 Your Content
You will be solely and exclusively responsible for (1) the activity that occurs
on your Account; (2) your own Content and the consequences of submitting and publishing
your Content on the Program and any websites linked to your shops and Website owned
or operated by or for PrinterStudio comply with the terms and conditions of this
Agreement and all applicable laws, regulations and rules. You affirm, represent,
and warrant that you own or have the necessary licenses, rights, consents, and permissions
to publish or sell the Content you submit. PrinterStudio does not endorse any Content
submitted to the Program by any seller or other licensor and PrinterStudio expressly
disclaims any and all liability in connection with the Content. PrinterStudio does
not permit copyright infringing activities and infringement of intellectual property
rights on the Program, and PrinterStudio will remove all Content if properly notified
that such Content infringes on another's intellectual property rights. PrinterStudio
reserves the right, in its sole and absolute discretion, to cancel any transaction
or remove or limit access to any Content from the Website at any time without notice
and without any liability to you or any third party.
3.2 Prohibited Content
You may not design, produce, market or sell any Product with Content listed below
on the Program and any websites linked to your shops and Website owned or operated
by or for PrinterStudio
- No images or text of obscenity, pornography or nudity that is not artistic in nature.
- No images or text that infringe on any intellectual property rights including, but
not limited to copyrights, trademarks and rights of privacy/publicity.
- No images or text that encourages or glorifies drug use/abuse.
- No content that is libelous or defamatory.
- No content that can reasonably be viewed as harassing, threatening, or otherwise
harmful.
- No excessive violence, hate speech and offensive content.
- No content that can reasonably be viewed as discriminatory based upon race, ethnicity,
national origin, sexual orientation, or disability.
- No content that violates or encourages anyone else to violate any law.
To the extent you violate the obligations and the terms and conditions in this Agreement,
your Account is subject to termination and you may be liable for any and all consequences
resulting from such violation of this Agreement, including without limitation liability
for monetary damages to third parties. To the extent PrinterStudio discovers that
you have attempted to pass off as your own Content provided by another Content Owner
on PrinterStudio, or you otherwise modify such Content Owner's Content to mask its
origin, you will be liable for any all claims with respect to such action, including
without limitation remitting any royalties earned to the other Content Owner, and
your Account will be subject to termination in our sole discretion.
While PrinterStudio has no obligation to monitor the transactions made through its
Website, it reserves the right, in its sole and absolute discretion, to cancel any
transaction or remove or limit access to any Content from the Website at any time
without notice and without any liability to you or any third party.
4. Licensing Your Content to PrinterStudio
By uploading any of your Content to the Website, you grant the following rights
and licenses to PrinterStudio: the nonexclusive, royalty-free, worldwide, transferable,
sublicensable right and license to use, reproduce, publicly display, sell, and distribute
the Content in or on Products and in advertising, marketing, samples, and promotional
materials for the purpose of promoting the Websites and Products. Without limitation,
this promotion, marketing, or advertising may consist of: (1) display of your Products;
(2) promotional "streams" of audio Content on the Website; (3) Product or Content
placement in magazines, television shows, movies, and other media; (4) the sale
of Products available on the Website through third party product feeds, whether
at retail prices, discounted prices, promotional prices, or as otherwise determined
by PrinterStudio in its sole discretion; and (5) the sale of Products available
on the Website to other retailers, wholesalers, distributors or businesses at pricing
as determined by PrinterStudio in its sole discretion. You also grant PrinterStudio
the license and the right to make modifications to your Design as necessary to prepare
your Content for use in a particular Product category or for other manufacturing
purposes. You also agree that PrinterStudio and its customers may make changes to
the Design for the purposes of creating and ordering Products.
This Section 4 only gives PrinterStudio the right to use your Content for the purposes
stated above, and does not give PrinterStudio ownership of any of your Content.
5. Product Creation
5.1 Delivery of Content.
You will upload all Content that you want to use in the Program in accordance with
the applicable instructions on the Website. You will be asked to provide information
(title, description, tags, etc.) about your Content so that visitors to the Website
can search and find relevant Products. To participate in the Program, you will make
best efforts to provide high-quality, accurate, non-misleading information about
your Content and you agree not to submit unrelated information in connection with
your Content for any purpose. PrinterStudio may, in its sole and exclusive discretion,
determine whether any Content complies with such instructions and is satisfactory
for use with the Program. If PrinterStudio determines that information is misleading
or inaccurate or that it violates the rights of a third party, PrinterStudio may
delete such information or your Account entirely, in its sole discretion.
5.2 Approvals and Consents
You must have all necessary approvals and consents to use all Content and, if requested
by PrinterStudio, you must deliver copies of those approvals and consents to PrinterStudio.
5.3 Costs of Creation
You will be solely responsible for the creation of the electronic and digital Content
that you upload to PrinterStudio, and will pay all costs associated with its creation
and copies thereof, including but not limited to any royalties or other compensation
owed to third parties; payments required by any agreement between you and any l
third parties; and all costs of travel, software, facilities, equipment, and the
like. You hereby indemnify PrinterStudio and its officers, directors and employees
from any third party claims associated with a failure to meet your obligations under
this Agreement.
6. Pricing & Tax
6.1 Standard retail prices and markup
PrinterStudio reserves the right to determine and/or modify the price at which Products
are sold on the Site and affiliated sites from time to time without notice to you.
Your continued use of the COS shall constitute your agreement to any such modifications.
Standard retail prices and bulk discounts are listed on each product page. Bulk
discounts posted on the product page are applied to items ordered in duplicated
prints with same Content, material, size and on the same order. The actual retail
price for Products incorporating your Content may vary based on your mark-up rate
("Mark-up Rate").
6.2 Tax
Recipients of orders shipped outside of the U.S. are responsible for any taxes,
customs duties and/or other fees levied by their local authorities and delivery
services that may be required at delivery.
7. Royalties
7.1 Payment Terms
PrinterStudio will pay Sellers a Royalty for all sales of Products incorporating
their Content ("Royalty" or "Royalties"). Sellers set a markup rate for each Product
incorporating their Content. Royalty will be calculated as follows: Mark-up Rate
multiplied by Net Sales of Products incorporating your Design. Net Sales means the
purchase price received by PrinterStudio minus amounts charged for shipping, sales,
promotions, volume discount, PS reward credits, tax, refunds, and reversals. Sellers
can change their Mark-up Rate at any time and the changes that PrinterStudio receive
will go into effect after review by PrinterStudio. Royalties are only paid on Products
that incorporate your Content. For example, when a customer makes an order that
includes a Product that that incorporates your Content and another Product design
by his/her own, PrinterStudio will not pay royalties for the Product that are not
directly related to the Content.
The minimum payment threshold ("Payment Threshold") is USD$20 for PrinterStudio
to issue payments. If a Seller earns less than the Payment Threshold, then the amount
of such Royalties will not be paid, but will accrue to your Account until such time
as it becomes equal to or greater than the Payment Threshold.
PrinterStudio will send payments for revenue earned within 60 days of the end of
the month, given that your account reaches the threshold. The net 60 day terms correlates
with our Advertiser collection period.
7.3 Payment Methods
PrinterStudio will issue payments to Seller through PayPal.
7.4 Payment Schedule
PrinterStudio will make a payment to you for the amount of such royalties according
to the payment schedules below in which the total amount of accrued royalties may
reach or exceed the Payment Threshold.
Royalties of orders completed (delivered to customers) accrued between 1st and last
day of each month is payable on every 5th of the following month. If a payment dates
(5th of the month) falls on a Saturday, Sunday, or bank holiday, the payment will
be processed on the following business day.
7.4 Currency
All earnings attributed to Sellers account will be paid in US dollars.
8. Marketing and Advertising Your Products
If you market and promote your Products you must do so in accordance with all the
terms and conditions in this Agreement.
8.1 No Spam
You may not engage in script writing or other unacceptable back door computing practices
in an effort to post multiple products for sale. You may not attempt to subvert
or spam the results of the PrinterStudio's search engine with false, misleading,
or unnecessarily repetitive information.
8.2 Shop Addresses (URLs)
PrinterStudio may provide you with access to and use of certain personalized pages
and the corresponding shop addresses (URLs). However, we do not guarantee the availability
of any particular web page or URL, and PrinterStudio reserves the right, at any
time and in our sole discretion, to revoke, reclaim, suspend, and/or transfer any
such web page or URL.
9. Indemnification
As you are also bound by this Agreement in participating in the Program, you hereby
indemnify, defend and hold PrinterStudio, and its officers, directors, affiliates
and employees, harmless for any Claim arising out of, relating to, or connected
with your alleged breach of the Agreement in using the Program in accordance including
without limitation, your violation of TOS. You may be liable for monetary damages
incurred by PrinterStudio in connection with your violation of any part of this
Agreement. You also indemnify, defend, and hold PrinterStudio, and its officers,
directors and employees, harmless based on any Claim alleging facts that, if true,
would constitute a breach of this Agreement. PrinterStudio may withhold any Royalties
that may be due to you in connection with this indemnification obligation.
10. Termination
You agree that PrinterStudio, in its sole discretion, may terminate your Account,
and remove and discard any Content from any of your shops and from PrinterStudio
Website, for any reason, including and without limitation, if PrinterStudio believes
that you have violated or acted inconsistently with this Agreement and the TOS.
Any contracts, verbal or written or assumed, in conjunction with your deleted Account
and all its parts, at PrinterStudio discretion, will be terminated as well. PrinterStudio
may also, in its sole discretion and at any time, discontinue providing its Services,
or any part thereof, with or without notice. You agree that any termination of your
access to the PrinterStudio Services under any provision of this Agreement and the
TOS may be effected without prior notice, and acknowledge and agree that PrinterStudio
may immediately deactivate or delete your Account and all related information and
Content. PrinterStudio reserves the right to ban any further access to such Content
or its Service. You agree that PrinterStudio shall not be liable to you or any third-party
for any termination of your access to its Service. If you or PrinterStudio terminate
your Account, you must immediately remove all links to the Website from any websites
you operate and cease representing yourself as a Seller of PrinterStudio Program.