Crowdmade's Terms of Service

Welcome to Crowdmade!

The policies below are applicable to the Crowdmade retail website (“Site”) operated by Crowdmade, Inc. (“Crowdmade” or “We”). Your use and enjoyment of Site is important to us. We want to make things easy and simple. Please read these Terms of Use carefully. They contain the legal terms and conditions that govern your use of the Site and services and is a binding agreement between you and Crowdmade (“Agreement’).

GENERAL TERMS AND CONDITIONS

Crowdmade Website. The proprietary online retail website (“Site”), which provides tools, and services to enable Client to sell Products on the Site.

License Grant. Subject to the terms and conditions of this Agreement, Crowdmade grants Client during the Term of this Agreement a non-exclusive, non-transferable, worldwide license (with no right to sublicense) to: (a) access and use the Site during the Term solely on behalf of Client and for Client’s internal business purposes in accordance with this Agreement; and (b) authorize limited number of authorized users (“Authorized Users”) to use the Site in accordance with this Agreement; as necessary for Client for its business purposes.

ACCESS TO THE SITE

Delivery of IDs and Passwords. Crowdmade will deliver to Client log-in ID(s) and passwords for each Authorized User.

TERM AND TERMINATION

Term. The term of this Agreement begins as of the date of the Crowdmade Client Merchandise Agreement between you and Crowdmade(“CCMA”)and shall continue for the term of the CCMA and any renewal thereof. Capitalized terms not defined in this Agreement shall have the same meaning as used in the CCMA.

Termination. Crowdmade may at any time and without notice, suspend or terminate your access to the Site if you fail to comply with these Terms of Use or if you breach the CCMA.

Effect of Termination or Expiration. In the event of any termination or expiration of the CCMA access to the Site, and all rights and licenses granted hereunder to Client, will immediately cease, and Client will immediately cease all use of the Site and Data.

ON DEMAND PRODUCTS

As part of Crowdmade services, Crowdmade offers a service that allows Clients to upload images, text and other content (collectively, “Content”) to the Site to create, produce and sell Products featuring the Content (“On Demand Products”).

Client will upload or deliver to Crowdmade all Content that they wish to use with the On Demand service. Crowdmade may, in its sole and exclusive discretion, determine whether any Content complies with such instructions and is satisfactory for use with the On Demand service. You will be subject to all of the same rights, responsibilities and restrictions with respect to any Content as in the CCMA.

Licensing Your Content. You will retain ownership of Content that you upload to the Site. You hereby grant to Crowdmade a royalty-free, worldwide, nonexclusive, right and license to use such Content in all media now known or hereafter created as necessary for use the Site to create, produce and market Products. Crowdmade may sublicense these rights to third-parties solely for purposes of providing the On Demand Service, processing orders, producing and shipping Products.

Monitoring. Crowdmade has no obligation to monitor the use of the Site. However, Client acknowledges and agrees that Crowdmade reserves the right to, monitor any and all Content and information transmitted or received through the Site for operational and other purposes. During monitoring, information may be examined, recorded, copied, and used for authorized purposes. Your use of the Site constitutes consent to such monitoring. Crowdmade reserves the right at all times to remove any Content or materials, that in our sole and absolute discretion are objectionable or in violation of these Terms of Use.

Client Responsibilities. You acknowledge that you are solely responsible for all Content you upload, post or otherwise transmit using the Site. We do not endorse any Content, Product or any information, opinion, recommendation, or advice expressed therein. You represent and warrant that your Content and Products (i) do not and will not, directly or indirectly, violate, or infringe the rights of any person or entity, including without limitation any copyright, trademark, service mark, trade secret, other intellectual property, publicity or privacy right; (ii) are not fraudulent, misleading, hateful, tortuous, defamatory, slanderous, libelous, abusive, violent, threatening or obscene; (iii) do not harass others, promote bigotry, racism, hatred or harm against any individual or group, promote discrimination based on race, sex, religion, nationality, sexual orientation or age; (iv) are not illegal and do not promote illegal or harmful activities or substances; and (v) do not contain any computer programming routines or viruses (including without limitation time bombs, Trojan Horses, worms, Easter Eggs, drop dead devices or cancelbots) that are intended to damage, interfere with, intercept or expropriate any system data or personal information, permit unauthorized access to any site or disable, damage or erase any portion of the content stored therein.

INTELLECTUAL PROPERTY

Crowdmade Intellectual Property. As between Crowdmade and Client, Crowdmade shall own all right, title and interest in and to the Site and Data, including all copyrights and other intellectual property rights relating thereto (the “Crowdmade Intellectual Property”). Except for the limited license specifically provided herein, this Agreement will not transfer to Client any right, title or interest in the Site or Data and Client will have no rights with respect to the Crowdmade Intellectual Property other than those expressly granted hereunder. Client shall have no right to develop (or to permit any third party to develop) any software tool or other application that interfaces with the Site. To the extent Client develops (or permits any third party to develop) any such tool or other application in violation of the preceding sentence, all right, title and interest in and to such tool (including any intellectual property rights with respect thereto) shall be deemed to be included in the Crowdmade Intellectual Property. To the extent any rights to any Crowdmade Intellectual Property would otherwise vest in Client: (i) Client hereby assigns (and shall cause each other Client Party to assign) to Crowdmade all right, title and interest in and to such Crowdmade Intellectual Property and (ii) upon Crowdmade’s request, Client shall execute (and shall cause the other Client Parties to execute) such documents and provide such other assistance as may reasonably be requested by Crowdmade to further evidence and perfect such assignment.

Restrictions on Use. Client will not (and will not permit any third party to) make any use or disclosure of the Site or its Data that is not expressly permitted under this Agreement. Without limiting the foregoing, Client will not (and will not permit any third party to): (i) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Site; (ii) modify or adapt the Site or Data, (iii) make any copies of the Site or Data, (iv) resell, distribute or sublicense access to the Site or its Data, (v) remove or modify any proprietary marking or restrictive legends placed on the Site or its Data, and (vi) use the Site or Data in violation of any applicable law or regulation. Client shall be fully responsible to Crowdmade for any acts or omissions of the Authorized Users.

INDEMNIFICATION

Client will defend, indemnify, and hold harmless Crowdmade and its officers, directors and employees from and against any and all claims, liabilities, costs and expenses (including reasonable attorney’s fees) to the extent arising from: (i) any violation of these Terms of Use; and (ii) the acts or omissions of an Authorized User.

DISCLAIMER OF WARRANTIES

THIS SITE, THE DATA AND TOOLS AVAILABLE IN OR ACCESSIBLE THROUGH THIS SITE, ARE PROVIDED "AS IS" AND, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN SITE WILL BE UNINTERRUPTED OR ERROR-FREE, WILL BE AVAILABLE FOR USE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, CONTENTS, OR THE SERVER THAT MAKES THEM AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. To the extent that Crowdmade may not as a matter of applicable law disclaim any implied warranty, the scope and duration of such warranty will be the minimum permitted under such law. You assume full responsibility for implementing sufficient procedures and checks to satisfy your requirements for the access to the Site. You assume responsibility for the entire cost of all necessary maintenance, repair or correction to your computer system.

LIMITATION OF LIABILITY

IN NO EVENT SHALL CROWDMADE, ITS PARENT OR SUBSIDIARY COMPANIES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE OR WITH THE DELAY OR INABILITY TO USE THE SITE, OR FOR ANY INFORMATION, DATA OR TOOLS CONTAINED IN OR OBTAINED THROUGH THIS SITE, OUR REMOVAL OR DELETION OF ANY MATERIALS SUBMITTED OR POSTED ON THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF CROWDMADE OR ANY OF ITS SUBSIDIARY COMPANIES, OR AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. THIS WAIVER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY RECORD. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT CROWDMADE, ITS PARENT OR SUBSIDIARY COMPANIES, OR AFFILIATES SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OF THE SITE.

CONFIDENTIALITY

Each party may have access to and may become acquainted with various information and other property of the other party, including but not limited to any and all source code relating to Site, the Data, and related services, reports, drawings, models, devices or inventions, financial information, business plans, marketing information, sales plans, cost information, Crowdmade information (including the Data), price lists, and software or computer programs (including any modifications, enhancements and updates) all of which are owned by such other party and are regularly used in the operation of such other party’s business (hereinafter “Confidential Information”). Confidential Information includes that which is conspicuously marked “Confidential,” “Proprietary,” or the like and/or that which the receiving party should reasonably understand as being confidential or proprietary to the disclosing party. Confidential Information does not include any information that (i) is generally available to the public, (ii) was in the rightful possession or known by the receiving party prior to receipt from the disclosing party, (iii) was rightfully disclosed to the receiving party by a third party, or (iv) was independently developed without use of any Confidential Information of the disclosing party. The obligations set forth in this section shall not apply to the extent that the other party’s Confidential Information is required to be disclosed by law or valid order of a court or other governmental authority; provided that the responding party agrees to deliver reasonable notice to the other party and use commercially reasonable efforts to cooperate with such other party’s attempt to obtain a protective order. Each party will use the same degree of care that it uses with respect to its own Confidential Information (but in no event less than reasonable care) to use only as permitted herein and to maintain in confidence except as permitted herein, any Confidential Information of the other party for a period of three (3) years after its receipt of such Confidential Information.

MODIFICATION OF SERVICES

Crowdmade reserves the right to modify the lay-out, functionality and design of the Site and may change, suspend or discontinue any aspect of the Site at any time. Crowdmade shall have complete discretion over the features, functions, prices and other terms and conditions on which the Site is offered to Crowdmade customers.

GENERAL

This Agreement is governed in all respects by the laws of the State of California without giving effect to its conflict of laws principles. The jurisdiction and venue for all disputes hereunder shall be the state and federal courts located in the County of Alameda and State of California. Nothing herein is intended, or should be construed, to create a partnership, agency, joint venture or employment relationship. The prevailing party shall be entitled to attorneys’ fees and its litigation or related expenses in any suit or proceeding with respect to the subject matter of this Agreement or arising from or related to it, or to interpret or enforce the Agreement. All notices shall be in the manner as specified in the CCMA. If any provision of this Agreement is unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render the Agreement unenforceable or invalid as a whole. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. Client may not assign, any rights or obligations of this Agreement. This Agreement together with the CCMA constitutes the entire agreement between the parties regarding its subject matter. This Agreement may be modified at any time by Crowdmade.