This Share & Sell™ Service Agreement ("Agreement") contains the terms and conditions under which Logo Sportswear Inc. ("LogoSportswear") offers the "Share & Sell Service" (defined below). This Agreement also incorporates by reference all of the terms and condition of the Terms of Service ("TOS") which shall apply to all Sellers. Use of the Share & Sell Service constitutes your agreement to and acceptance of this Agreement. LogoSportswear 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 LogoSportswear 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. If any modification is unacceptable to you, your only recourse is to not use the Share & Sell Service. Your continued use of the Share & Sell Service following posting of a change notice or new agreement on the LogoSportswear Website will constitute binding acceptance of the changes.
The Share & Sell™ service shop building service, located at http://www.logosoftwear.com/shareandsell.php, empowers entrepreneurs, designers, schools, sports leagues, and teams to Design, Share & Sell™ custom merchandise using our Online Designers and e-commerce tools ("Share and Sell Service"). We offer simple online shop set-up and hosting for one product or a multiple of products ("Shop"). Our e-commerce tools enable customers to independently unleash their creativity and transform their designs and ideas into unique products and new revenue streams. The designs and ideas are created by the users of the Share & Sell™ service, and are not affiliated with LogoSportswear.
1.1. Share & Sell Service. This Agreement provides the terms and conditions under which LogoSportswear provides its service that allows you to create, produce, market and sell Products through your Shop (the "Share & Sell Service").
1.2. LogoSportswear Terms of Service. If you become a user of our Share & Sell™ Service, you will continue to be bound by all of the terms and conditions of LogoSportswear's Terms of Service, which are incorporated into this Agreement by this reference. For Clarity the Share & Sell Service is deemed part of the "LogoSportswear Service". All initially-capitalized terms not defined in this Agreement are defined in the Terms of Service, and any disputes you may have relating to your use of the Share & Sell Service will be subject to confidential binding arbitration in accordance with Section 13 of the Terms of Service. If the terms of this Agreement conflict with the Terms of Service, this Agreement will govern and be given precedence.
2.1. Creating an account. Only Share & Sell account holder has the right to use the Share & Sell Service. To become an Account holder, you must open a Share & Sell™ Account ("Account"), with LogoSportswear through its online registration process.
2.2. Contact Information. You must provide LogoSportswear with accurate and complete contact, payment and tax identification information when you open an Account. You must immediately notify LogoSportswear if any of this information changes. If you do not provide LogoSportswear with complete, accurate and updated contact, payment and tax identification information, you may not be eligible to sell Products for a profit.
2.3. 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 LogoSportswear 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 LogoSportswear immediately if you become aware of any other breach or attempted breach of the security of your Account or the LogoSportswear Service.
3.1. General. You must use the Share & Sell Service in a manner that demonstrates common sense and respect for the rights of LogoSportswear and third parties and in accordance with all applicable laws and regulations.
3.2. Your Content.
(a) If you open an Account, you will be solely and exclusively responsible for ensuring that your Account, any content or materials that you submit to LogoSportswear for use with your Products ("Content"), and any websites linked to your Account pages, comply with the terms and conditions of this Agreement and all applicable laws, regulations and rules. All Content must comply with the Content Usage Policy. While LogoSportswear has no obligation to monitor the transactions or communications 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 liability to you or any third party.
(b) LogoSportswear may remove Content from your Account if: 1) your Account has been inactive, as determined by LogoSportswear in its dole discretion, and there are no sales associated with your Account for a period of twelve (12) months or more; or 2) there are no sales associated with the Content for a period of twelve (12) months or more.
3.4. Prohibited Content.
(a) You may not design, produce, market or sell any Product that does not comply with the Content Usage Policy, as determined by LogoSportswear in its sole and absolute discretion. For example, but without limitation, you may not design, produce, market or sell a Product that LogoSportswear believes: (i) infringes the rights of a third party, including without limitation, copyrights, trademarks, patents, trade secrets and rights of privacy any publicity; (ii) is defamatory; (iii) is obscene or pornographic; or (iv) violates any applicable law, rule regulation, including without limitation, by exploiting the images or the likeness of minors. To the extent you violate the Content Usage Policy or your obligations under this Section 3, 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.
(b) To the extent LogoSportswear discovers that you have attempted to pass off as your own Content provided by another user of the Share & Sell Service on the Website, or you otherwise modify such users’ Content to mask its origin, you will be liable for any and all claims with respect to such action, including without limitations remitting any royalties earned to the other users, and your Account will be subject to termination in our sole discretion.
3.5. Marketplace Storage. LogoSportswear has the right to, in its sole and absolute discretion, limit the size of any content uploaded onto the Share & Sell Service. LogoSportswear has the right to limit, in its sole and absolute discretion, server space that will be allotted for each user. You agree LogoSportswear has no liability for the deletion or failure to store any of your content in the Share & Sell Service.
In uploading any of your Content to the Website, you grant to LogoSportswear a royalty-free, worldwide, transferable, non-exclusive, right and license in such Content, in all media existing now or created in the future: (i) to permit you to use the Share & Sell Service to design, products, market and sell Products, and (ii) to promote, market and advertise your Products, your shops or the LogoSportswear Service generally. Without limitation, this promotion, marketing, or advertising may consist of: (i) display of your Products, and (ii) Product or Content placement in magazines, television, shows, movies, and other media. LogoSportswear may sublicense the rights that you grant it in this Section 4. This Section 4 only gives LogoSportswear the right to use your Content for the purposes stated above, and does not give LogoSportswear any ownership of or title in or to any of your Content.
5.1. Delivery of Content. You will upload or ship to LogoSportswear all Content that you want to use with the Share & Sell Service in accordance with the applicable instructions on the Website. You must also upload or ship all other Content required to package and market any of your Products, such as cover artworks, titles and complete and accurate credits. LogoSportswear may, in its sole and exclusive discretion, determine whether any Content complies with such instructions and is satisfactory for use with the Share & Sell Service.
5.2. Approvals and Consents. You must have all necessary approvals and consents to use all Content, and, if requested by LogoSportswear, you must deliver copies of those approvals and consents to LogoSportswear.
5.3. Costs of Creation. You will be solely responsible for the creation of the electronic and digital Content that you upload or ship to LogoSportswear, and will pay all costs associated with its creation and copies thereof, including without limitation: (i) any royalties or other compensation due to third parties; (ii) payments required by any agreement between you and any labor organizations (such as unions or guilds); (iii) all studio, tape, editing, mixing, re-mixing, mastering and engineering costs; and (iv) all costs of travel, per diems, facilities, equipment and the like. You hereby indemnify and hold harmless LogoSportswear and its officers, directors and employees from any third party claims associated with a failure to meet your obligations under this Agreement.
5.4. Royalties. You must pay all royalties or similar payments that are or may become due to any third party, such as payments under licenses for third-party material in your Content. For examples, you must pay all royalties due to the owners of any intellectual property that you do not own used in your Content.
5.5. Unions and Guilds. You acknowledge that LogoSportswear is not currently a party to any collective bargaining agreement with any union or guild and that you are solely responsible for complying with any applicable union or guild rules, including without limitation, those relation to payments.
6.1. Marketing of Your Products and Shops. LogoSportswear reserves the right, but has not obligation, to promote your shops or Products, for example, featuring them in LogoSportswear newsletters or on the Website, referring users to your shops, or describing your Products or shops in communications with third parties. If you market or promote your shops or Products, you must do so in accordance with this Agreement and the Content Usage Policy.
6.2. No Spam. You may not use "spam", "blast faxes" or recorded telephone messages to market or sell Products. You may mot spam or attempt to deliberately subvert the results of the LogoSportswear directory, search engine or service with false, misleading, or unnecessarily repetitive information.
6.3. Links. LogoSportswear, in its sole discretion, may prohibit you from "linking" your shops to any websites that contain content that, if used on the LogoSportswear website, would violate any of LogoSportswear’s agreements or policies.
6.4. Customer Information. LogoSportswear may, from time to time, provide you with information relating to Customers that purchase Products from your shops. You may only use or disclose this information to a third party for your internal record keeping. You may not disclose any of this information to a third party or use it for any other purposes.
7.1. Tax Information. If you choose to sell Products for royalty through the Share & Sell Service, you must provide your taxpayer identification number to LogoSportswear. Failure to provide an accurate taxpayer identification number may result in LogoSportswear withholding your payment until such time as you provide an accurate tax identification number. It is your responsibility to determine what, if any, taxes apply to the payments you receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. You hereby agree that LogoSportswear is not responsible for determining whether taxes apply to your transactions, or for collecting, reporting or remitting any taxes arising from any payments made to you for Products sold through the Share & Sell Service. It is solely your obligation to maintain any and all records that may be required for your tax purposes. LogoSportswear is not responsible for, and may delete, information with your Account that is more than three years old.
7.2 Payment Terms
(a). Earning Royalties. Upon signing up for a Share & Sell Account, you are automatically able to earn a 15% royalty on all sales of your Products through the Share & Sell Service. If you choose not to earn a 15% royalty on the sales of your Products, the cost of your Products to your customers will be discounted by 15%.
(b). Payment Threshold for Royalties. If you earn less than USD $50 ("Payment Threshold") in the "Royalties" section of your "My Account" page, 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. LogoSportswear will make a payment to you (by check, wire or electronic transfer) for the amount of such royalties no later than 60 days after the end of the month in which the total amount of accrued royalties may reach or exceed the Payment Threshold. LogoSportswear may, in its discretion, send you a payment before your accrued royalties reach or exceed the Payment Threshold. If you have provided an undeliverable mailing address and two or more consecutive payments have been returned to LogoSportswear as undeliverable, we may stop sending future payments to you until you provide a deliverable mailing address.
7.3 Processing Fees. If LogoSportswear owes you accrued royalties that are less than the Payment Threshold for at least 365 days, then LogoSportswear may send you payment of such accrued royalties minus a $10 processing fee. If the amount of accrued royalties is under $10 for at least 365 days, such amount will be used to cover LogoSportswear’s administrative costs and no payment to you will be made.
7.4 Termination Fees. If you or LogoSportswear terminate your Account, and you have less than $50 in accrued but unpaid royalties then outstanding, LogoSportswear may charge you a $10 processing fee when sending you your final payment to cover its administrative costs.
As you are also bound by the Terms of Service in using the Share & Sell Service, you hereby indemnify, defend and hold harmless LogoSportswear, its officers, directors and employees harmless for any Claim arising out of, relating to, or connected with your alleged breach of the Terms of Service in using the Share & Sell Service in accordance with Section 10 of the Terms of Service, including without limitation, your violation of our Content Usage Policy. You may be liable for monetary damages incurred by LogoSportswear in connection with your violation of any part of this Agreement. You also indemnify, defend and hold LogoSportswear, its officers, directors and employees harmless based on any Claim alleging facts that, if true, would constitute a breach of this Agreement. LogoSportswear may withhold any royalties that may be due to you in connection with this indemnification obligation.
9.1 LogoSportswear Termination. In its sole discretion, with or without notice to you, LogoSportswear may: (i) suspend, limit your access to or terminate your use of the Share & Sell Service; (ii) suspend, limit your access to or terminate your Account; (iii) remove any of your shops from LogoSportswear’s servers and directories; and/or (iv) block your IP address or otherwise prohibit you from opening any new shops or Accounts.
9.2 Account Termination. If you are a user of our Share & Sell Service, you may terminate your Account for any reason at any time by completing the online account termination form
9.3 Effect of Termination. If you or LogoSportswear suspend or termination your Account, LogoSportswear may, without being liable to you or any third party: (i) delete any Content or other materials relating to your use of the Share & Sell Service; and (ii) not allow you to access your shops or create, produce, market or sell Products. If you or LogoSportswear terminate your Account, you must immediately remove all links to the Website from any websites you operate and cease representing yourself as a user of our Share & Sell Service.
9.4 Survival. The following Sections will survive termination of your Account: 1, 3, 4, 5.2 through 5.5, 6.4, 7, 8, and 9.