Effective March 9, 2017
For the establishment and on-going operation of an online, custom merchandise shop (“Shop”), HipHopTeez.com (“HipHopTeez”) and the party opening, maintaining and/or promoting that shop (the “Shop Owner”) are the contracting parties.
1. Partners and HipHopTeez in General
(a) The General Terms and Conditions of HipHopTeez.com are incorporated to this agreement by reference.
(b) This agreement governs the establishment, on-going operation, promotion, and maintenance of an online, custom merchandise interface (“shop”) and the use of HipHopTeez’ online design marketplace (“marketplace”) whereby the user (the “Vendor”) may create or market designs or products for sale using the site and service provided by HipHopTeez.com (“HipHopTeez”).
(c) The Vendor may create either a standard shop or a designer shop, or upload designs to HipHopTeez’ marketplace. Standard shops feature static products that the Vendor selects (for example, by combining new or existing designs available on the HipHopTeez platform with blank HipHopTeez products like t-shirts), and which end customers cannot customize. Designer shops feature dynamic products which the Partner can create by using new or existing designs available on the HipHopTeez platform, and which end customers can then customize with their own text, designs, or existing designs available on the HipHopTeez platform. HipHopTeez’ marketplace allows customers to browse designs submitted by many Partners, but which customers cannot customize. The resulting goods are the printed HipHopTeez products, and for the completed sales of these, the Partner receives a commission according to the terms of Section 5 of this agreement.
(d) HipHopTeez may change these terms from time to time. If HipHopTeez makes changes to these terms, you will be notified and asked to accept the new terms as a condition of continuing to use HipHopTeez’ site and service. If you disagree with any amendments, you must stop using HoipHopTeez’ site and service.
(e) This agreement’s terms apply retroactively to all Submitted Content that the Partner submitted to HipHopTeez’ site and service prior to this agreement’s effective date.
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2. Use of Submitted Content
(a) The Partner hereby permits HipHopTeez to reproduce, adapt, modify, translate, publish, publicly perform, publicly display, sell, and distribute any and all Submitted Content and designs (including associated information such as tags) that the Partner submits, posts or displays on or through a shop or the site and service. The Partner expressly consents that HipHopTeez may distribute Submitted Content in its own shops and the shops of HipHopTeez’ corporate affiliates, in shops of third-party Partners, or via any other channels of external marketplace distribution that currently exist or that may later exist (such as Amazon.com, eBay, etc.), and that the Partner’s sole means of compensation therefor is a commission according to Section 5 below. The Partner acknowledges that external marketplace distribution may place additional restrictions on pricing, advertising, intellectual property rights, and other matters, subject to the terms and conditions of those third-party distribution channels. The Partner may be able to restrict HipHopTeez’ use of Submitted Content, including external marketplace distribution, by selecting various options within the user settings area provided by HipHopTeez (“Partner Account”).
(b) HipHopTeez may use the Partner’s Submitted Content for advertising purposes in any and all media now existing or later arising, including for up to six months after the termination of this agreement if these advertisements already existed or were in development before the Partner terminated this agreement. When reasonably possible, HipHopTeez will link all such depictions to the Partner’s shop.
(c) Title to intellectual property rights (for example, trademark, copyright, privacy rights, publicity rights, common law, etc.) to a print design provided by the Partner remain with the Partner.
(d) The Partner may terminate this agreement by removing Submitted Content via the Partner Account, or by terminating this agreement according to its terms. If either party terminates this agreement, any products that have already been ordered prior to termination and that would be affected by such a termination will continue to be fulfilled. Due to technical and practical limitations, Submitted Content may remain on HipHopTeez’ site and service for several days following removal or termination, and if Submitted Content is being used by other HipHopTeezPartners, removal may be delayed for up to two weeks to allow those Partners to make other arrangements for the soon-to-be missing content.
(e) Nothing in this agreement is to be construed to impose a duty upon HipHopTeez to use or exploit Submitted Content in any way. HipHopTeez may remove Submitted Content, shops or parts thereof, or any other functionality of the site and service at any time in its sole discretion for any reason or no reason, with or without notice to the Partner, and HipHopTeezis not liable to the Partner for such acts or their consequences, even if foreseeable and even if HipHopTeez is specifically advised of them in advance.
3. Submitted Content Rules
(a) The Partner is solely responsible for the content (e.g., URLs, print designs, images, slogans, background images, text, tags, descriptions, etc.) uploaded, or otherwise added through the HipHopTeez interface, to a shop, marketplace, or products (collectively “Submitted Content”).
(b) The Partner guarantees that the Submitted Content was either created by the Partner or that the Partner is otherwise the owner or authorized licensee of all necessary rights in and to the Submitted Content (for example, trademark, copyright, privacy rights, publicity rights, common law, etc.), necessary to effect the intent of this agreement. HipHopTeez may demand written evidence of such authorization at any time.
(c) The Partner guarantees that, to the best of the Partner’s knowledge, no Submitted Content infringes the rights of any third parties (for example, trademark, copyright, privacy rights, publicity rights, common law, etc.).
(d) The Partner guarantees that the Submitted Content does not violate any state or federal laws, especially laws regarding the protection of minors.
(e) If the Partner violates any agreement with HipHopTeez, violates HipHopTeez’ Ethical Guidelines (in HipHopTeez’ sole discretion), or if third parties claim that Submitted Content infringes their rights, HipHopTeez reserves the right to remove or modify the shop or Submitted Content to address the problem; to share the Partner’s contact information with the complaining third party; to withhold commissions from the Partner who uploaded the Submitted Content until the claim is resolved; and to use such commissions to offset the costs of the violation or claim for infringement in HipHopTeez’ sole discretion.
(f) If HipHopTeez believes, in its sole discretion, that Submitted Content is wrongfully used, obviously misappropriated, or likely to create any risk for HipHopTeez, then HipHopTeez reserves the right to remove, limit, or modify the Submitted Content or service provided to the Partner to address the perceived risk.
(g) The Partner must immediately inform HipHopTeez in writing if the Partner receives claims alleging that its Submitted Content infringes third-party rights.
4. Contact and Other Information
HipHopTeez may require the Partner to provide certain information via the Partner Account (for example, name, mailing address, email address, payment information, etc.). Failure to provide complete, accurate, and up-to-date information in the Partner Account may result in the shop or other Submitted Content not being published for end customers, the stopping of orders, and potentially the immediate cancelation of the shop or other Submitted Content and the withholding of any existing commissions until complete, accurate, and up-to-date information is provided.
5. Payment of the Partner
(a) The Partner may receive a commission for sales of HipHopTeez products connected with the Partner’s account. Commissions vary depending on the settings that the Partner chooses in the Partner Account:
- (i) If the Partner uploads designs to a shop, the Partner may set a fixed design price for each design. This design price may be earned in addition to other commissions.
- (ii) Otherwise, the Partner earns an affiliate commission equal to a percentage of the net base price of each product sold in connection with a shop. The applicable percentage is found in HipHopTeez’ commission guidelines. “Net base price” only includes the paid product-type revenue for unprinted HipHopTeez products plus printing revenue, and is not affected by any price reductions which are honored at checkout (for example, a basket-size discount or a coupon code).
- (iii) Apart from shops, the Partner may upload designs, along with descriptions and tags, to HipHopTeez’ marketplace and make them available for others to use when customizing products. The Partner may set a fixed design price to be credited each time a given design is used to decorate a HipHopTeez product. This is paid in consideration of the Partner’s addition of tags, titles, and descriptions to the uploaded designs, and may be earned in addition to the affiliate commission.
- (iv) If HipHopTeez makes other commission systems available later, these commission systems will continue to be governed by this agreement and may be supplemented with information found on HipHopTeez’ website.
(b) The Partner acknowledges that commissions are only credited to the Partner’s account within 14 days after both (1) payment for the order is received and (2) the order is shipped. The Partner receives no credited commission, or may have a credit commission removed or offset in a later payment period, if (1) the end customer cancels the order, requests a refund within HipHopTeez’ return policies, or requests a replacement; (2) the customer’s payment method fails; or (3) there is a chargeback.
(c) HipHopTeez will pay the Partner the owed commissions monthly according to the timing, account minimum, and other commission payment guidelines found on HipHopTeez’ website. The minimum balance required for payment depends upon the currency the Partner selects in the Partner Account. If the exchange rate of the US Dollar changes relative to other supported currencies (according to exchange rates published by the Federal Reserve), HipHopTeez may, in its sole discretion, adjust the account minimum required for payment effective upon notice to the Partner. Depending on the payment methods the Partner chooses, certain processing fees may apply (for example, PayPal fees). If the Partner closes its account carrying less than the minimum payout balance, that remaining amount will be paid within six months after the cancellation of all agreements between HipHopTeez and the Partner, as long as no new agreement is made by HipHopTeez and the Partner within this period. Other applicable commission payment guidelines can be found here.
(d) The Partner is responsible for providing HipHopTeez with its current, valid payment details, including a valid United States tax identification number, its full name as shown on the Partner’s income tax return, and any other information HipHopTeez requests (and which information matches information on file with the IRS). The Partner is solely liable for any consequences of providing incorrect and out-of-date information. HipHopTeez has the option in its sole discretion to withhold payment of commissions until the information described in this paragraph is provided, or to withhold a portion of earned commissions necessary to comply with applicable tax laws (for example, IRS backup withholding rules). Depending upon applicable law, Partners who lack United States taxpayer identification numbers may be able to present documentation to remove the tax withholding from their payments, or to secure payment of commissions again, but HipHopTeez does not guarantee that this option will be available to any Partner.
(e) The Partner acknowledges that HipHopTeez may file certain documents with the IRS in order to comply with applicable law (for example, a form 1099 reporting the income of the Partner from earned commissions). However, the Partner agrees that HipHopTeez is not liable for the consequences of any such filing; is in no way responsible for collecting, reporting, or remitting any taxes arising from or relating to the Partner’s own income relating to these commissions; and that HipHopTeez has no duty to maintain records for the Partner’s benefit, including for the Partner’s tax purposes.
(f) If the Partner fails to provide valid information described in paragraph 5(d) above, and does not respond to requests for valid information within a one-year period starting from the first message sent by HipHopTeez asking for valid information, then the Partner waives all rights and claims to unpaid commissions remaining in its account.
6. Use of the Shop by the Partner
(a) HipHopTeez makes a white-label shop site available to the Partner (for example, via a HipHopTeez.com URL), but the Partner may publish or embed the shop on its own website. In that case, the shop is published via an electronic reference (“link”) provided by HipHopTeez, which the Partner embeds in his website and which refers to its shop. The Partner must use the link and website generated by HipHopTeez without any changes. In particular, the Partner may not change HipHopTeez’ advertisements, branding, terms and conditions, or other similar content.
(b) The Partner agrees that it does not have and will not earn, through use of the site and service, any ownership, interest, or other rights in the URLs provided by HipHopTeez, any designs or interfaces implemented by HipHopTeez which the Partner uses or requests, or any rank or placement on search results generally (for example, as a result of search-engine optimization efforts by the Partner).
7. Contractual Relationships, Service, & Order restrictions
(a) Customers purchasing products are customers of HipHopTeez. This relationship between customers and HipHopTeez is independent of any possible relationships and contracts between the Partner and the customer who may visit other websites of the Partner. Thus, all customer orders, customer service, and related matters are governed solely by the rules, guidelines, and business practices of HipHopTeez.
(b) HipHopTeez is responsible for all processing and execution of orders. To that end, HipHopTeez creates order forms, books payments, processes cancellations and returns, and is solely responsible for customer service.
(c) HipHopTeez may reject any orders which do not meet its requirements, and may reject orders from customers who are known for not being credit-worthy or show as being a credit risk.
8. HipHopTeez’ Right to Change Services
HipHopTeez may change the Shop Administration system, shop offerings, product offerings, guidelines, base product prices, general pricing, availability, business operations, and order processing at any time.
9. Sales Reports
HipHopTeez facilitates all sales made in shops and provides the Partner with a summary of its sales statistics. HipHopTeez may modify the form and content of this information at any time in its sole discretion.
10. Term and Termination
This agreement continues indefinitely until it is terminated by either party. Partners may terminate by deactivating their shops in the Partner Account provided online by HipHopTeez. HipHopTeez may terminate this agreement effective immediately if the Partner violates any term, or the spirit of any term, of this agreement and may also terminate at any time, for any reason or no reason, effective immediately, by notifying the Partner via the email address provided in the Partner Account. Sections 3, 6(b), 5, 7, 8, and 10 survive termination of this agreement.