Effective date: April 01, 2021
The following Non-exclusive License Agreement (“Agreement”) contains terms and conditions that apply to the Sell Your Design program (“Program”) offered by MakeToteBags. 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. MakeToteBags 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 MakeToteBags 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 MakeToteBags. Your continued use of the MakeToteBags following posting of a change notice or new agreement on the MakeToteBags Website will constitute binding acceptance of the changes.
This Agreement incorporates the following agreements and policies:
1.1 Sell Your Design program (“Program”)
This Agreement sets forth the terms and conditions under which MakeToteBags 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 MakeToteBags (Collectively “Website”). Content includes but not limited to artwork, photographs, sketches, drawings, text, digital images or product specifications that you submit to MakeToteBags for placement on the Websites or on electronic or physical products made by or for MakeToteBags (“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 MakeToteBags 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
To become a Seller, you must open a Seller account (“Account”) with MakeToteBags through its online registration process. You must provide MakeToteBags with accurate and complete contact, payment information and any other identifying information associated with when you open an Account. You must immediately notify MakeToteBags if any of this information changes. If you do not provide MakeToteBags 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 MakeToteBags 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 MakeToteBags immediately if you become aware of any other breach or attempted breach of the security of your Account or the MakeToteBags 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 MakeToteBags 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. MakeToteBags does not endorse any Content submitted to the Program by any seller or other licensor and MakeToteBags expressly disclaims any and all liability in connection with the Content. MakeToteBags does not permit copyright infringing activities and infringement of intellectual property rights on the Program, and MakeToteBags will remove all Content if properly notified that such Content infringes on another’s intellectual property rights. MakeToteBags 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 MakeToteBags
- 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 MakeToteBags discovers that you have attempted to pass off as your own Content provided by another Content Owner on MakeToteBags, 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 MakeToteBags 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 MakeToteBags
By uploading any of your Content to the Website, you grant the following rights and licenses to MakeToteBags: 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 MakeToteBags 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 MakeToteBags in its sole discretion. You also grant MakeToteBags 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 MakeToteBags and its customers may make changes to the Design for the purposes of creating and ordering Products.
This Section 4 only gives MakeToteBags the right to use your Content for the purposes stated above, and does not give MakeToteBags 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. MakeToteBags may, in its sole and exclusive discretion, determine whether any Content complies with such instructions and is satisfactory for use with the Program. If MakeToteBags determines that information is misleading or inaccurate or that it violates the rights of a third party, MakeToteBags 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 MakeToteBags, you must deliver copies of those approvals and consents to MakeToteBags.
5.3 Costs of Creation
You will be solely responsible for the creation of the electronic and digital Content that you upload to MakeToteBags, 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 MakeToteBags 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
MakeToteBags 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”).
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.
7.1 Payment Terms
MakeToteBags 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 MakeToteBags 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 MakeToteBags receive will go into effect after review by MakeToteBags. 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, MakeToteBags 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 MakeToteBags 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.
MakeToteBags 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
MakeToteBags will issue payments to Seller through PayPal.
7.4 Payment Schedule
MakeToteBags 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.
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 MakeToteBags’s search engine with false, misleading, or unnecessarily repetitive information.
8.2 Shop Addresses (URLs)
MakeToteBags 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 MakeToteBags reserves the right, at any time and in our sole discretion, to revoke, reclaim, suspend, and/or transfer any such web page or URL.
As you are also bound by this Agreement in participating in the Program, you hereby indemnify, defend and hold MakeToteBags, 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 MakeToteBags in connection with your violation of any part of this Agreement. You also indemnify, defend, and hold MakeToteBags, and its officers, directors and employees, harmless based on any Claim alleging facts that, if true, would constitute a breach of this Agreement. MakeToteBags may withhold any Royalties that may be due to you in connection with this indemnification obligation.
You agree that MakeToteBags, in its sole discretion, may terminate your Account, and remove and discard any Content from any of your shops and from MakeToteBags Website, for any reason, including and without limitation, if MakeToteBags 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 MakeToteBags discretion, will be terminated as well. MakeToteBags 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 MakeToteBags Services under any provision of this Agreement and the TOS may be effected without prior notice, and acknowledge and agree that MakeToteBags may immediately deactivate or delete your Account and all related information and Content. MakeToteBags reserves the right to ban any further access to such Content or its Service. You agree that MakeToteBags shall not be liable to you or any third-party for any termination of your access to its Service. If you or MakeToteBags 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 MakeToteBags Program.