Terms and Conditions

OVERVIEW

This website is operated by FluffyUnikorn.com. Throughout the site, the terms “we”, “us” and “our” refer to FluffyUnikorn.com
FluffyUnikorn.com offers this website, including all information, tools and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

By accepting these Designer Terms of Service you are implicitly accepting the general Terms of Service of using this website.

DESIGNER TERMS OF SERVICE

WHEREAS, Company provides owns and operates a clothing design line and an online platform service which will enable its customers to buy designer clothes made with the graphic design content from Designer; and,
WHEREAS, The Parties desire to enter into this Agreement to set forth the terms and conditions under which Company will use Vendor’s products and services in their clothes design and manufacturing process with the subsequent distribution via the Company’s website and/or partner channels.

NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions hereinafter set forth, and other consideration which the Parties acknowledge has been received and is sufficient, the Parties hereby agree as follows:

DEFINITIONS

  • “Confidential Information” shall mean (i) all information disclosed in tangible form and marked “confidential” or “proprietary” or its equivalent at the time of disclosure, and (ii) all information disclosed orally or otherwise in intangible form and designated as “confidential” or “proprietary” or its equivalent at the time of disclosure and is confirmed by the Disclosing Party in writing within ten (10) working days as being confidential. Confidential Information may include, without limitation, computer programs, code, specifications, names and expertise of employees and consultants, formulas, processes, inventions (whether patentable or not), schematics and other technical, business, and financial plans, forecasts, strategies and information. Confidential Information shall not include any information that is: publicly available prior to the date of the Agreement or becomes publicly available thereafter through no wrongful act of the Receiving Party; was known to the Receiving Party prior to the date of disclosure or becomes known to the Receiving Party thereafter from a third Party having an apparent bona fide right to disclose the information; is disclosed by the Receiving Party in accordance with the terms of the Disclosing Party’s prior written approval; is disclosed by Disclosing Party to any other third Party without restriction on further disclosure; is independently developed by the Receiving Party; or that the Receiving Party is obligated to produce pursuant to an order of a court of competent jurisdiction or a valid administrative or Congressional subpoena. Receiving Party means a Party than receives Confidential Information under this Agreement.
  • “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
  • “Content” means all materials comprising a Party’s Site, including, but not limited to, any images, photographs, illustrations, graphics, audio clips, video clips or text, and Intellectual Property Rights.
  • “Disclosing Party means a Party that discloses Confidential Information under this Agreement.
  • “Marks” means all trademarks, service marks, trade names, logos, words, symbols, or other sourceidentifying indicia that of either Party or either Party’s respective products or services.
  • “Store” means the Company’s e-commerce website which is a platform for selling its products and
    services, whereas transactions are processed by the company.
  • “Product” is a pre-designed digital material, including, but not limited to, any images, photographs,
    illustrations, graphics, or text that can be used by the company in designing an item of clothing or
    other artifacts by adding or customizing its content.

SCOPE

  • The Designer will provide its art products for use by the Company in accordance with the Company specifications and Requirements. Company may at its sole discretion decide to use Designer’s product and compensate Vendor according to the Commission Rates outlined below;
  • The Company may, at its sole discretion, discontinue distribution of any or all of Vendor’s products and services in some or all markets or through some or all channels of distribution;
  • The Company may, at its sole discretion, change or terminate any of Vendor’s specifications, features, or functions of its products and services.

LICENSING

  • When designing with us, you continue to own the copyright and intellectual property rights to your designs.
  • By creating designs with us, we’re allowed to use them for marketing and promotion, and we’re allowed to edit them to fit a certain product category.
  • If you remove your design we will no longer use it in the above areas, but there may be delay in making this change.

COMMISSION RATES

  • There are predefined commission rates when using products in the Company design lines and selling via the Company Store. When Vendor submits a product to the Company, Vendor shall elect either non-exclusive items or exclusive items.
  • Commissions due to Vendor will be subject to any order refunds initiated by the customer. To the extent customer orders are refunded by Company to the customer, commissions due on such orders will be deducted by Company from Vendor.

EXCLUSIVE AND NON-EXCLUSIVE ITEMS

Designer’s commission rate shall be 40-50% of the Company Net Profit from the sales of the item(s) where the design is used, when Designer sells the design exclusively to the Company, through the Company Store and 15-20% for non-exclusive items.

Exclusive items

  • Hi-Resolution Image (10000×10000 px @225dpi) : 50%
  • Med-Resolution (5000x5000px @200dpi) : 45%
  • Low-Resolution (<5000x5000px) : 40%

Non-Exclusive Items

When Vendor elects to sell an its products or services to the Company Marketplace on a non-exclusive basis, the sale’s commission shall be at a flat rate of Company’s Net Profit from the sales of the item(s) where the design is used.

  • Hi-Resolution Image (10000×10000 px @225dpi) : 25%
  • Med-Resolution (5000x5000px @200dpi) : 20%
  • Low-Resolution (<5000x5000px) : 15%

PAYMENT METHODS

Vendor can request a withdrawal of commissions from Company’s website provided Vendor’s account has reached a minimum of $50.00 in commissions, and further provided that Vendor has verified its identity prior to the withdrawal of commissions. Company disburses funds through NET15 so at the end of each month, Designer’s commissions will be paid the following month on the 15th via PayPal, or some other payment means as decided by the Company, upon Company’s investigation and confirmation that Designer is in compliance with terms of this Agreement, and subject to any impossibility of performance due to force majeure circumstances. Company shall attach a Vendor commission report and supply to Designer on a monthly basis.

PROHIBITED ACTIVITIES

By agreeing to sell on Company’s website, Designer agrees to refrain from the following:

Uploading content on the Company’s Website or sharing the content otherwise that is copyrighted, protected by trade secret or otherwise subject to any third-party intellectual property rights or proprietary rights, including any privacy and publicity rights, unless you are the owner of such rights or have written permission from the rightful owner of such rights to post such content and to grant Company a reseller license therein;

Uploading, posting, emailing or otherwise transmitting any submissions or other content that is unlawful, harmful, threatening, abusive, harassing, degrading, tortious, libelous, slanderous or otherwise defamatory, vulgar, obscene, pornographic, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;

Using the Company’s Website to harm minors in any way; Impersonating any person or entity, or falsely stating or otherwise misrepresenting Designer’s
affiliation with any person or entity;

Uploading posting, emailing or otherwise transmitting any unsolicited or unauthorized advertising, promotional materials, “junk mail”, “spam”, “chain = letters”, “pyramid schemes,” or any other form of solicitation;

Uploading, posting, emailing or otherwise transmitting any content that contains computer viruses or any other computer code, files, scripts, macros, or programs designed to alter, interrupt, destroy, or limit the operation of, or infiltrate any computer software, hardware, or computer systems or any data run through such computer system;

Violating, intentionally or unintentionally, any applicable local, state, national or international law and any regulations having the force of law;

Collecting or storing personal data about other users.

Uploading, posting, emailing or otherwise transmitting any links leading to third parties, other marketplaces, social network profiles, any other websites.

Designer shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from Designer’s posting of content to the Company web site.

Designer acknowledges that Company shall have the right, at its sole discretion, to delete any content submitted by Vendor at any time and for any reason, and without notice to Vendor.

TERMINATION

Vendor can elect to stop providing services or selling products temporarily or indefinitely, by pausing his/her services and contacting the Company representative/Website Administrator.

Should Vendor elect to stop being a vendor on the Company Marketplace, Vendor may do so at any time, however, Company encourages Vendor to complete existing jobs and return all content that belongs to the purchaser, if applicable; Company shall return all payments to the purchaser for any
services that are not completed.

In addition to Company being able to suspend or terminate your agreement, Company reserves the right to disable your product at its sole discretion at any time.

Upon termination of the agreement vendor is obligated to provide product support within 6 months since the date of the last purchase.

REPRESENTATIONS AND WARRANTIES

EACH PARTY’S PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO ITS PRODUCTS OR ANY PART THEREOF, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THOSE ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER PARTY WARRANTS THAT ITS PRODUCTS OR SERVICES WILL BE FREE OF DEFECTS, INACCURACIES, OR ERRORS, WILL MEET THE OTHER PARTY’S OR ANY CUSTOMERS’ REQUIREMENTS OR WILL COMPLY WITH APPLICABLE LAWS.

This Agreement supersedes all prior discussions and constitutes the entire Agreement

It is expressly declared that this Agreement and the relationships between the parties established hereby does not constitute a partnership, agency, or contract of employment between them. The relationship between the parties shall at all times be that of independent contractors. Neither Party shall have the authority to contract for or bind the other in any manner whatsoever.

This Agreement shall be governed by and interpreted as far as practicable to the laws of Missouri.

Where there is a conflict of laws in relation to any provision of this agreement, the parties agree to submit to the personal jurisdiction and venue of the courts of Missouri.

Vendor shall not assign or delegate this Agreement or any of its rights, duties or obligations thereunder, directly or indirectly, by operation of law or otherwise, without the prior written consent of Company.

The failure of any Party to insist upon strict adherence to any term of this Agreement, on any occasion, shall not be considered a waiver or deprive that Party of the right thereafter to insist upon strict adherence to that term, or any other term, of this Agreement.

If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, all remaining provisions of this Agreement shall remain in full force and effect.

This Agreement, including any attached exhibits, contains a complete statement of all the agreements between the Parties concerning the subject matter herein, and supersedes all prior and contemporaneous agreements between them. No modification, amendment or waiver of this Agreement shall be effective without the express written consent of an authorized representative of the Parties.

Full Designer Licence Agreement

The following terms of this Designer License Agreement (“Agreement”) apply if you submit a Design to be used in products offered for sale on websites or operated by or for FluffyUnikorn.com (“Site”). “Design” means any and all artwork, photographs, sketches, drawings, text, stitch files, digital images or product specifications that you send to FluffyUnikorn.com for use in our production process in physical or electronic products made by or for FluffyUnikorn.com (“Products”). Users of the Site who upload Designs for Products are referred to as “Designers.” Users of the Site who refer purchasers to the Site are referred to as “Ambassadors.”

Licenses
By uploading Designs to the Site, sending it to FluffyUnikorn via email or other telecommunication media or creating Designs with FluffyUnikorn’s design tools, you grant the following licenses to FluffyUnikorn.com: the nonexclusive, worldwide, transferable, sublicensable right to use, reproduce, publicly display, sell, and distribute the Design in or on Products and in advertising, marketing, samples, and promotional materials for the purpose of promoting the Site and Products. Without limitation, this promotion, marketing, or advertising may consist of: (i) display of your Products; (ii) promotional “streams” of audio/video/photographic Content on the Website, (iii) Products or Design placement in magazines, television shows, movies, and other media; and (iv) the sale of Products available on the Site through third party product feeds. You also grant us the license and the right to make modifications to your Design as necessary to prepare your Design for use in a particular Product category or for other manufacturing purposes, if you agree that your Design may be used in such category.
You may request to delete or hide your Design from the Site at any time, but due to caching and other technical issues, it may take a number of days for it to be completely removed from the Site. You retain all copyright and other intellectual property rights in your Design. Upon the removal of a Design, the licenses above will terminate, except that FluffyUnikorn.com will fulfill any orders placed prior to termination and FluffyUnikorn.com may continue to use your Design in marketing and promotional materials if such materials were created prior to removal of the Design.

Ineligible Sales
FluffyUnikorn will not pay you a Royalty for sales of any Products which incorporate a Design that violates this Agreement, the FluffyUnikorn Terms ad Conditions or any of your representations below. For example, if FluffyUnikorn discovers that one of your Designs infringes someone else’s copyright or that you do not have the right to use the Design, FluffyUnikorn reserves the right to reverse all Royalties for such Designs, whether due or already paid.

Marketing and PromotionsFluffyUnikorn may market, promote, and sell Products on the Site, on other websites, and/or through distributors and wholesale or retail channels. FluffyUnikorn may promote or sell your product in Amazon, eBay, Facebook, Twitter and so on, any sales will be administered through the Site and will issue the appropriate Royalty to you the Designer. FluffyUnikorn may run promotions (including volume discounts and special sales discounts).  FluffyUnikorn is responsible for the cost of promoting the offer and producing and fulfilling the orders, and you acknowledge that your Royalty will be based on the amount of revenue FluffyUnikorn actually receives for the sale of Products.

Representations

You represent that:

  • You are the owner of the Design or that the Design is in the public domain; and
  • You have the legal right to grant this license to FluffyUnikorn and to enter into this Agreement; and
  • To your knowledge, no one else claims ownership of, or exclusive rights to, the Design; and
  • The Design does not infringe the privacy, celebrity, moral or other rights of any third party; and
  • The Design does not contain any defamatory, obscene or discriminatory content or any illegal material; and
  • FluffyUnikorn may legally make and sell Products incorporating the Design without infringing the rights of any third party and without being obligated to make any payments to, or obtain any permission from, any third party.