Terms of Service
Terms of Service for Shirtcity Partners
This Agreement is made between IDCOM GmbH & Co. KG and it mark Shirtcity (hereinafter jointly referred to as "Shirtcity"), and certain parties who wish to use the Shirtcity web-site for commercial purposes, as described herein (hereinafter referred to as "Partner(s)".
1. Subject and Effective Date.
(a) Shirtcity owns and operates an Internet web site through which it offers certain products and services for sale to the general public. Shirtcity's product line encompasses t-shirts and other items of apparel, which can be customized with designs and logos provided by Shirtcity. Alternatively, customers have the option to upload their own print designs to the Shirtcity site and order apparel from Shirtcity's product bearing their design.
(b) Shirtcity offers Partners links for their Home Pages to the Shirtcity site. Alternatively, partners may integrate certain parts of the Shirtcity site on their Home Page, and using the Shirtcity shop module, a Partner can create its own "Partner Shop" to market and sell Shirtcity's products and services to the general public on a commission basis.
(c) This Agreement takes effect once a Partner has registered with Shirtcity, and Shirtcity has accepted the Partner's registration.
(d) A Partner may provide Shirtcity with originally created print designs, which Shirtcity shall add to the Partner Shop's product line. Additionally, at the Partner's request, Shirtcity, will place and advertise these designs on Partner's Shop.
(e) As set forth in further detail below, the Partner will receive a sales commission on each sale of Shirtcity products made through a previously established Partner Shop.
(f) For the purpose of this agreement, the term "product" shall refer to all products in the Shirtcity product line, including custom print orders placed by the Partner or one of its customers.
2. Copyright of Print Designs, Liability Exemptions.
(a) Copyrights of Partners. The Partner grants Shirtcity a license for designs created and submitted to Shirtcity by the Partner. This license shall include the right to print the submitted design onto Shirtcity products, which may by sold exclusively by the Partner through the Partner Shop. Products bearing the Shop Partner's design may only be sold through the Partner Shop(s), and shall not be sold through the Shirtcity web site and/or by other third party venues or channels without the express permission of the Partner.
(b) Shirtcity shall have the right to display and advertise a Shop Partner's design on the Shirtcity home page. Shirtcity shall place a link to the Shop Partner's home page for each of the Shop Partner's designs placed or advertised on Shirtcity's home page.
(c) For every design submitted to Shirtcity, the Partner represents to Shirtcity that it has the right to duplicate and distribute the design. A Partner is solely responsibility for any violation of a protected intellectual property right for the materials and designs it uploads to the Shirtcity Site.
(d) A Partner is solely responsible for the layout, design and content of its Partner Shop, and shall ensure that nothing contained therein violates an intellectual property right.
(e) Shirtcity grants each Partner and its customers a license to use the Shirtcity design gallery, both graphics and text, for the purpose of creating designs by the Partner, or by individual customers of the Partner Shop, as the case may be.
(f) A Partner shall inform Shirtcity forthwith in writing of any claim brought against the Partner alleging a violation of an intellectual property rights in connection with its Partner Shop.
(g) A Partner agrees to indemnify, defend and hold harmless Shirtcity, its owners, directors, employees, licensors and suppliers from and against any loss, claims for damages, expenses and costs, including reasonable attorney's fees resulting in connection with any third-parties rights violation resulting from an action by the Partner. In the event that Shirtcity is required to defend a legal action in connections with any alleged violation by the Partner of a protected intellectual property right, the Partner shall, upon demand by Shirtcity, provide Shirtcity with sufficient funds to pay Shirtcity's legal counsel a reasonable retainer and costs other costs associated with Shirtcity's defense.
(h) In the event of claim against Shirtcity for an alleged violation of a protected intellectual property right and which is alleged in connection with a Partner Shop, Shirtcity shall have the right to make any changes to the Partner Shop which in Shirtcity's judgment shall cure the alleged violation.
3. Masthead Requirements.
(a) A Partner shall display a complete and accurate mailing address on the Partner Shop's home page.
(b) Each Partner Shop shall have a complete Masthead to enable visitors and customers to the Shop to view the product and line and place orders.
(c) Shirtcity shall have the right to delete any Partner Shop, which displays or contains false or misleading information or claims, and cancel all accrued and unpaid commissions associated with that Partner Shop.
4. Payment of Commissions to Partners.
(a) Amount of Commissions. Shirtcity shall pay a Partner a commission of 20% on all sales generated through its Partner Shop(s). The commission is calculated on the price charged by Shirtcity for material and labor. A Partner is free to set its own price for Shirtcity products and services offered through the Partner Shop, provided however, that in no event shall a price set by a Partner be less than the price charged by Shirtcity. Commission payments made by Shirtcity do not include any applicable sales tax.
(b) Shirtcity reserves the right to change or alter the payment processing method at any time in its sole discretion. Shirtcity shall notify its Partners immediately of any such changes.
(c) Shirtcity has the right to alter the percentage of the commission payable on the sale of Shirtcity products at any time in its sole discretion. Shirtcity shall provide its Partners prior notice of any such changes.
(d) Shirtcity has the right to adjust the prices for its products and/or services at any time.
(e) Shirtcity shall provide earned commission statements to its Partners at the end of each calendar quarter. Commission payments shall be made within 14 days of the presentation of the earned commission statement. Quarterly commissions of less than $25.00 shall not be payable until the end of the following quarter.
(f) Shirtcity shall not be liable for missed or delayed commission payment as a result of wrong, insufficient or dated account information provided by a Partner.
5. Integration of Shirtcity Shops in the Partner's Website.
(a) A Partner may integrate items from the Shirtcity web site into its homepage. Additionally, a Partner may create a Shirtcity Partner Shop on its home page, using the Shirtcity Shop module, which enables the Partner or its customers to upload designs to the Shirtcity web page. The Partner's Shop shall be accessible to viewers by an electronic link on the Partner's Home page. The electronic link shall not contain any advertising by third parties, nor shall the link provide any separate terms and conditions of use.
6. Contractual Agreements with Customers.
(a) All customers accessing a Partner Shop, or placing orders through a Partner Shop shall be considered customers of Shirtcity and the Terms of Use (TOS) on the Shirtcity web-site shall apply to those customers, and its terms shall exclusively control all transactions with those customers. The TOS are separate and apart from these Terms of Service for Shirtcity Partners as set forth in this Agreement. Pursuant to its terms, Shirtcity has the right to amend the terms of the TOS at any time without prior notice. The TOS further permit Shirtcity to adjust the prices and/or the availability of individual products and services in its product line.
7. Inquiries and Order Processing
(a) Shirtcity has the right to reject orders that do not meet Shirtcity's requirements.
(b) Shirtcity reserves the right to refuse orders from customers who are known credit risks or whose payment transactions are not authorized or rejected by a bank or other financial institution.
(c) Shirtcity is responsible for filling and processing all received orders, including, but not limited to, providing the on-line order forms, processing payments, cancellations of orders, returns of merchandise and customer service and support.
8. Sales Reports.
(a) Shirtcity shall generate sale reports for each Partner Shop and provide online access to the reports to each Partner. Shirtcity reserves the right to alter and or amend the form and content of a sales report at any time.
9. Liability Limitations and Indemnification.
(a) THE SHIRTCITY SITE AND THE MATERIALS, INFORMATION, SERVICES, AND PRODUCTS IN THE SITE, INCLUDING, WITHOUT LIMITATION, TEXT, GRAPHICS, SHOP MODULE, AND LINKS, ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SHIRTCITY AND IDCOM GmbH & Co. KG DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IDCOM GmbH & Co. KG AND SHIRTCITY DO NOT REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN THE SITE, OR ON A PARTICULAR PARTNER SHOP WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. IDCOM GmbH & Co. KG AND SHIRTCITY DO NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE MATERIALS IN THIS SITE IN TERMS OF THEIR COMPLETENESS, CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY OR OTHERWISE. THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
(b) LIMITATION OF LIABILITY. IN NO EVENT SHALL IDCOM GmbH & Co. KG AND/OR SHIRTCITY BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL, DAMAGES, OR ANY DAMAGES WHATSOEVER, EVEN IF IDCOM GmbH & Co. KG AND/OR SHIRTCITY HAS/HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE, OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR PERFORMANCE OF THE INFORMATION, SERVICES, PRODUCTS, AND MATERIALS AVAILABLE FROM THIS SITE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
(c) Indemnification. Each Partner agrees to indemnify, defend, and hold harmless IDCOM GmbH & Co. KG, its parent company, affiliates, partners, their officers, directors, employees, agents, licensors and suppliers from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of these terms and conditions or any activity related to a Partner's Internet account and Partner Shop (including negligent or wrongful conduct), by the Partner or any other person accessing the Site using the Partner's and Internet account and/or Partner Shop.
10. Term and Termination.
(a) This Agreement shall remain in effect for an unspecified amount of time and may be terminated by either party at any time and by providing notice to the other party. A notification by e-mail shall satisfy the notice requirement. Immediately upon the termination of this Agreement, a Partner shall delete all information collected during the term and used in the performance of this Agreement.
(b) In the event of a termination of the Agreement, Shirtcity shall provide the Partner with a final sales report. Shirtcity shall make payment of any accrued commissions reflected in the final sales report within 14 days of the date of the final sales report.
11. Changes of Terms.
(a) Shirtcity shall, as soon as feasible, notify all its Partners of any changes or amendments to the terms and conditions of this Agreement.
(b) Any changes made will not affect the rights and obligations for the time remaining in the calendar quarter during which the changes are made, nor shall such change affect the percentage of commission payable for such quarter.
(c) In the event a Partner objects to a change or amendment of this Agreement, its sole remedy shall be the termination of the Agreement in accordance with Section 10, above.
12. Applicable Law.
(a) A Partner's use of this Site shall be governed in all respects by the laws of the State of Florida, without regard to choice of law provisions, and not by the 1980 U.N. Convention on contracts for the international sale of goods. It is hereby agreed that jurisdiction over and venue in any legal proceeding directly or indirectly arising out of this Agreement or relating to the Shirtcity site (including but not limited to the purchase of Shirtcity products) shall be in the state or federal courts located in Miami-Dade County, Florida.
(b) Shirtcity's failure to insist upon or enforce the strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right hereunder. Neither the course of conduct between the parties nor trade practice shall act to modify any of the terms and conditions of this Agreement. Shirtcity may assign its rights and duties under this Agreement to any party at any time without notice.
(c) Shirtcity makes no representation that materials in the Site are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited.
(d) The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions of this Agreement, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.
(e) Shirtcity may, at its discretion, may subcontract certain services set forth in this Agreement to third party providers. The use of any information provided by Shirtcity to such a third party provider is limited to the performance of the subcontracted service, and may not be used by such third party provider for any other purpose. Shirtcity shall not provide any data acquired in their performance of the terms and conditions of this Agreement to any third parties for advertising or marketing purposes.
User Agreement - Terms of Service
1. INTRODUCTION
Welcome to the web page of Shirtcity / shirtcity.com the following Terms of Service ("TOS") contain the terms and conditions for your use of our websites, shirtcity.com and related services ("Site"). This site is offered to you on the condition that you accept, without modification, the terms, conditions, and notices contained herein. These terms, conditions and notices are subject to change without notice at the sole discretion of Shirtcity and we recommend that you check these TOS from time to time. You agree to all terms, conditions and notices herein as may be in effect each time you access the Site.
2. SERVICE
(a) Our service is provided through our shirtcity.com site which allows users to customize and purchase individual apparel products and accessories for their personal use. Minors between the ages of 13 and 18 years old may use the shirtcity.com customization service only under the STRICT supervision of a parent or legal guardian who agrees to these TOS. Minors under the age of 13 years old are prohibited from using the Site.
(b) Shirtcity maintains agreements with third parties, who sell its products and services product to the general public ("Partner Shops"), and who may subcontract Shirtcity to manufacture or otherwise process orders placed with them. Shirtcity has no contractual relationship with a customer of a Partner Shop for orders placed with the Partner Shop, and Shirtcity has no liability to customers of Partner Shops. A Partner Shop is solely responsible for any representations and advertisements in its respective sales locations and web sites, as well as for all merchandise and designs offered in its ales location or through any electronic medium.
3. SHIPPING
(a) By submitting a completed online order form via a shop on the SITE, you enter into a binding sales contract encompassing both labor and materials. Shirtcity will send you an order confirmation via e-mail for each completed order.
(b) Shipments are made by Shirtcity through selected shipping providers. You are responsible for paying an estimated cost of shipping and handling for orders placed. The amount for shipping and handling may be based on the value of the shipment and the location of the recipient. Please review our current schedule for shipping and handling costs at www.shirtcity.com.
(c) Shirtcity will contact customers in the event that a shipment has not been received within three weeks of the date of a confirmed order. You will then have the option of canceling the order and receive a refund of the purchase price and any prepaid shipping and handling charges.
4. TERMINATION OF SERVICE
Shirtcity has the right to suspend or terminate your existing use of our Site if we feel that you have breached a term of these TOS. If you choose to completely terminate your use of Shirtcity's site, we will close your account and delete any content related to your use of our service. You hereby release Shirtcity from any liability for closing your account and agree to hold Shirtcity harmless and indemnify Shirtcity from any claim by third parties arising form the voluntary closure of your account.
5. PAYMENTS
(a) You agree to make full payment of an order at the time that you place it with Shirtcity through the Site.
(b) If you have not fully paid an order, including shipping and handling charges within 14 days of delivery you will be considered in default without further notice, and you will be subject to collection and/or legal action by Shirtcity for any outstanding payments.
(c) In the event a payment to Shirtcity is returned or rejected for lack of funds or because of the submission of incorrect data to process the payment, you are liable for all costs to Shirtcity resulting form such denied payment.
6. RETURN POLICY
(a) You may return a new, unopened order to Shirtcity within 30 days of delivery for a full refund. Items should be returned in their original packaging. You will be responsible for the payment of the shipping and handling for returned items. Shirtcity will reimburse the shipping costs of all returned orders with an original purchase price in excess of $40.00. Items that have been used are subject to a reduced refund if any, as determined by Shirtcity.
(b) Underwear and customized orders are excluded from return unless defective or damaged.
7. RETURN OF DEFECTIVE OR DAMAGED ORDERS.
(a) You are advised to inspect all orders immediately upon arrival. You must inform Shirtcity in writing of any defects, loss or damage to an order within 7 days of receiving it, and describe the defect or damage in detail. Shirtcity must authorize all returns of merchandise, and no refund will be paid on merchandise that is returned without a return authorization. Upon a proper return of defective or damages merchandise, Shirtcity will refund you the full purchase price , shipping and handling charges, including the shipping and handling charges for the return of the merchandise.
(b) As an alternative for a return and refund for a defective or damaged order, you may choose to keep the order and receive a price markdown and partial refund on the order from Shirtcity.
8. CONTENT SUBMISSION
(a) Shirtcity provides users with the freedom to upload their own images/designs onto the Site for customization, and establish their own sales venue for goods and services offered through the Shirtcity Site. Customers who establish such sales venues are prohibited from offering goods and/or services from other providers on the same sales venue. Shirtcity reserves the right to withdraw its support and refuse all further orders from customer established sales venues which offer goods and services other than those offered by Shirtcity.
(b) Shirtcity has full and sole discretion over all uploaded images and designs and reserves the right to reject orders which contain images or designs which Shirtcity in its sole discretion considers inflammatory, offensive or otherwise inappropriate. Shirtcity reserves the right to reject received orders if, in the course of processing the order, Shirtcity becomes aware , or reasonably suspects, that filling the order may result in the violation of third party rights.
9. INTELLECTUAL PROPERTY RIGHTS
(a) By uploading your own design or personalizing a product, you represent to Shirtcity that you have the right to duplicate and distribute the design or personalized product. You are solely responsibility for any violation of a copyright or trademark of material you upload to the Shirtcity Site.
(b) Shirtcity will not accept or process orders which contain designs, logos, images or any other kind of depiction which are, or in Shirtcity's reasonable opinion may be, protected intellectual property. Shirtcity shall have no obligation to investigate any order placed through the Site for potential violations of third party property rights. You agree to indemnify, defend and hold harmless Shirtcity, its owners, directors, employees, licensors and suppliers from and against any loss, claims for damages, expenses and costs, including reasonable attorney's fees resulting in connection with any third-parties rights violation resulting from an action by you. You further agree to inform Shirtcity forthwith in writing of any claim brought against you alleging a violation of third party intellectual property rights in connection with your use of the Shirtcity Site.
10. TECHNICAL AND DESIGN VARIATIONS
You acknowledges that an order may contain minor deviations in the weight and/or characteristics of the material, color and manufacturing details from descriptions and depictions in Shirtcity's brochures, catalogues, and any other written and electronic media. Such deviations shall not be considered defects, provided they satisfy your reasonable expectations.
11. PRIVACY POLICY
Your privacy is very important to Shirtcity. For detailed information regarding Shirtcity's privacy policy, please click on our Privacy Policy link. By accepting the privacy policy terms you expressly consent to Shirtcity's disclosure and use of your personal information, as stated therein.
12. DISCLAIMER
(a) Shirtcity makes no warranties or representations about the accuracy or completeness of this Site's content or the content of any site or External Sites.
THIS SITE AND THE MATERIALS, INFORMATION, SERVICES, AND PRODUCTS IN THIS SITE, INCLUDING, WITHOUT LIMITATION, TEXT, GRAPHICS, AND LINKS, ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW SHIRTCITY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, FREEDOM FROM COMPUTER VIRUS, AND WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. SHIRTCITY DOES NOT REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SHIRTCITY DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS REGARDING THE USE OF THE MATERIALS IN THIS SITE IN TERMS OF THEIR COMPLETENESS, CORRECTNESS, ACCURACY, ADEQUACY, USEFULNESS, TIMELINESS, RELIABILITY OR OTHERWISE. THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY. IN NO EVENT SHALL SHIRTCITY BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER, EVEN IF SHIRTCITY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE, OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR PERFORMANCE OF THE INFORMATION, SERVICES, PRODUCTS, AND MATERIALS AVAILABLE FROM THIS SITE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
13. INDEMNIFICATION
You agree to indemnify, defend, and hold harmless Shirtcity, its officers, directors, employees, agents, licensors and suppliers from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of these terms and conditions or any activity related to your Internet account (including negligent or wrongful conduct), by you or any other person accessing the Site using your Internet account.
14 APPLICABLE LAW.
(a) Your use of this Site shall be governed in all respects by the laws of the State of Florida, U.S.A., without regard to choice of law provisions, and not by the 1980 U.N. Convention on contracts for the international sale of goods. You agree that jurisdiction over and venue in any legal proceeding directly or indirectly arising out of or relating to this Site (including but not limited to the purchase of Shirtcity products) shall be in the state or federal courts located in Miami-Dade County, Florida.
(b) Shirtcity's failure to insist upon or enforce strict performance of any provision of these TOS shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any of these terms and conditions. Shirtcity may assign its rights and duties under this Agreement to any party at any time without notice to you.
(c) Shirtcity makes no representation that materials in the Site are appropriate or available for use in other locations, and access to them from territories where their content is illegal is prohibited.
(d) The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions of this Agreement, and this Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted.
Shirtcity may revise these Terms at any time by updating this posting. You should visit this page from time to time to review the then-current Terms because they are binding on you. Certain provisions of these Terms may be superseded by expressly designated legal notices or terms located on particular pages at this Site.
