This Agreement and the terms contained herein is subject to change by YouCustomizeIt at any time, in its sole and absolute discretion, and without notice. Therefore, you are instructed to review the terms of this Agreement prior to using the Services. If you do not agree to the terms and conditions contained within this Agreement, you must discontinue your use of the Services immediately. Your continued use of the Services after a replacement, modification, or amendment of the terms of this Agreement will constitute your manifestation of assent to, and agreement with, any replacement, modification, or amendment herein.
YouCustomizeIt will provide print on demand fulfillment services, which will consist of the printing of User Generated Content (as defined below) on various products obtained by YouCustomizeIt, such as home decor and gifts, and the packing and delivery of those products to you (collectively "Services"). The Services will be provided under the pricing and other such requirements and terms as more thoroughly listed on the website associated with the Services.
B. Eligibility to Use the Services
The Services are open to use to those who are age eighteen or above. By using the Services, you warrant that you are age eighteen (18) or above, are of sound mind, and have the capacity to agree to and uphold the terms and conditions contained within this Agreement. If you use the Services on behalf of a business entity or other third party, you warrant that you express actual authority to act as an agent of that business entity and third party and, as a component of that agency, have the right and ability to agree to the terms of this Agreement on behalf of that third party or business entity. You further warrant that you are not prohibited from entering into this Agreement by the terms of any preexisting agreement.
C. Acceptable Use of the Services
When you use the Services, you agree to use it only for its customary and intended purposes and as permitted by the terms of this Agreement and any applicable law, regulation, statute, or ordinance. Additionally, you agree that you are responsible for any breach of your obligations under the terms of this Agreement and for any losses suffered by YouCustomizeIt for such a breach, including, but not limited to, monetary damages, costs, and attorneys fees. You are expressly prohibited from using the Services to violate any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national or international, or to violate the rights of a third party, including, but not limited to, intellectual property rights, privacy rights, rights of publicity, or other personal or proprietary rights. Additionally, you are expressly prohibited from:
- Circumventing the technological protection measures of the Services;
- Requesting the printing of content that threatens or encourages bodily harm or the destruction of property;
- Requesting the printing of content that infringes upon the intellectual property rights of other users of the Services or third parties;
- Disrupting or otherwise interfering with the Services or its associated servers or networks;
- Requesting the printing of content that is false, inaccurate, misleading, tortious, defamatory, vulgar, obscene, libelous, invasive, hateful, or otherwise objectionable;
- Reverse engineering, decompiling, translating, or disassembling the Services or its content; and
- Encouraging or assisting any other party to do anything in violation of the terms of this Agreement.
YouCustomizeIt reserves the right to modify, amend, or terminate the Services or its associated content at any time and without prior notice. YouCustomizeIt also reserves the right to refuse Services or access to the Services to any person or business entity at any time and without notice.
D. Limited License to Use the Services
You acknowledge and agree that the Services are the property of or is licensed by YouCustomizeIt and are protected under United States and international law, including, but not limited to, intellectual property laws and other personal and proprietary rights. You acknowledge and agree that your use of the Services is limited by the license granted under the terms of this Agreement, and you expressly agree that you will not use the Services in any manner not expressly authorized under the terms of this Agreement. YouCustomizeIt reserves all rights not expressly granted through this Agreement.
YouCustomizeIt provides you with a limited, non-exclusive, non-sublicensable, non-assignable, revocable, and royalty free license to use the Services for its customary and intended purposes. You are expressly prohibited from reproducing, preparing derivative works of, distributing copies of, publicly performing, and publicly displaying the Services.
E. Design Services
YouCustomizeIt may allow owners of User Accounts to utilize YouCustomizeIt's custom design services ("Design Services"). If you choose to utilize Design Services, you will provide YouCustomizeIt will all trademarks, logos, or artwork owned or licensed by you that are needed to perform the Design Services ("User Materials"). You agree to allow YouCustomizeIt to make changes or alterations to User Materials solely for the purposes of performing the Design Services hereunder. You assume all liability for all User Materials that you provide to YouCustomizeIt for use in or in connection with the Design Services.
In performing the Design Services, YouCustomizeIt may use third-party technology that accesses and/or interacts with your User Materials. YouCustomizeIt is not responsible, nor does it assume any liability, for any failure of any third-party technology, software, or service to perform as intended. You agree to hold YouCustomizeIt harmless for any loss of data, errors, omissions, corruption of data, defects, or viruses that arise out of or in relation to YouCustomizeIt's use of third-party technology.
F. User Account
YouCustomizeIt provides you with the ability to register a user account ("User Account"), which is required to access and use the Services. Your User Account is protected by a username and password. You recognize that you are solely responsible for maintaining the security and confidentiality of your username and password and that you are responsible for any unauthorized access to your User Account. In the event your User Account is accessed without your authorization, you agree to notify YouCustomizeIt immediately. YouCustomizeIt reserves the right to restrict access to, suspend, disable, or delete your User Account at any time, in its sole discretion, and without prior warning.
G. License to User-Generated Content
YouCustomizeIt provides you with the ability to upload, contribute, or transmit user-generated content to or through the Services or Design Services through your User Account, including, but not limited to, text, photographs, and images (collectively "User-Generated Content"). You warrant that your User-Generated Content will not (i) violate any law, statute, regulation, or ordinance, whether local, state, provincial, national, or international, (ii) violate any term or condition of this Agreement, or (iii) violate the rights of third parties, including intellectual property rights and any other personal or proprietary rights. By submitting User Generated Content to the Services, you grant YouCustomizeIt a non-exclusive, irrevocable, royalty free, worldwide, and perpetual license to use your User-Generated Content for the customary and intended purposes of the Services. The customary and intended purposes of the Services may include, but are not limited to, printing merchandise based on your direction, utilizing your User- Generated Content in marketing materials, and archiving or making backup copies of the Services. By submitting User-Generated Content to the Services, you waive all moral rights or rights of publicity or privacy with respect to the User-Generated Content submitted to the Services. YouCustomizeIt assumes no responsibility, and cannot be held liable for, the conduct of any User Account that submits User-Generated Content to the Services.
H. Production Rates and Shipping
You acknowledge that YouCustomizeIt may utilize various third parties to secure products for printing and fulfilling your orders and to effectuate shipping and delivery to you. As such, blank product pricing and shipping costs may change based on various factors, such as weight, manufacturing costs, and availability. You understand and agree that the prices quoted through the Services are an invitation to deal and that no contract will be formed between you and YouCustomizeIt until YouCustomizeIt accepts your invitation to deal by performance, specifically, by accepting your order and providing the Services. YouCustomizeIt will notify you as soon as practicable of any changes to a third-partys blank product rates or shipping costs. The fees charged by YouCustomizeIt for the Services may also change. YouCustomizeIt endeavors to provide you with prior notice of any pricing changes, and any such pricing changes will be effective immediately upon YouCustomizeIt's provision of notice to you and are automatically incorporated into this Agreement as if fully restated herein. If you disagree with any pricing changes, your sole remedy is to discontinue using the Services.
The fees for all Services provided by YouCustomizeIt are listed on the website associated with the Services. All payments for Services are subject to YouCustomzeIt's "Love it or Return It" guarantee, the details of which are described on the website associated with the Services. You agree to pay all fees and charges on time, and YouCustomizeIt may terminate or disable your access to the Services or your User Account if you fail to pay any amount owing to YouCustomizeIt when due. You agree that you will pay all costs of collection, including legal fees, incurred by YouCustomizeIt for your failure to pay for the Services.
You agree to pay all applicable taxes or charges imposed by any governmental entity anywhere in the world in connection with your use of the Services. All costs and fees are quoted and payable in United States Dollars, and you acknowledge and agree that YouCustomizeIt is not responsible for any foreign transaction fees or other fees charged to you by your financial institution. You agree that you will not initiate any chargebacks to YouCustomizeIt unless otherwise authorized by YouCustomizeIt in writing. You understand and agree that you will be responsible and required to pay for any costs associated with any chargebacks that you have initiated against YouCustomizeIt.
In the event you dispute the amount or validity of any payments made under this Agreement, you must notify YouCustomizeIt within thirty (30) days of any such dispute. You understand that your failure to notify YouCustomizeIt of any dispute within thirty (30) days will constitute your express waiver of any claims related to the disputed payment.
J. Title, Risk of Loss, and Insurance
You retain title to and the insurable interest in any products printed by YouCustomizeIt through its performance of the Services on your behalf and YouCustomizeIt does not provide insurance coverage for these products or accept liability for any losses, damages, claims, demands, charges, judgments, or liabilities, including, but not limited to, losses resulting from transit damage, fire, water damage, theft, stock shrinkage, or count errors. You expressly agree to waive any right to insurance subrogation that you may have, whether known or unknown. You acknowledge and agree that you will bear the risk of loss for all products printed, shipped, or delivered by YouCustomizeIt and that you will continue to bear the risk of loss until such products are perfectly tendered to, and title passes to, you.
K. Proprietary Rights
You understand and agree that the Services, including, but not limited to, its source code, data, selection and arrangement, executable code, structure, and organization, contains the valuable trade secrets and intellectual property of YouCustomizeIt. Under the terms of this Agreement, you do not acquire any ownership rights to the Services or the data or content contained therein. You acquire only a limited license to use the Services subject to the terms of this Agreement. All other rights are reserved by YouCustomizeIt.
You agree that You will pay all taxes assessed by governmental bodies, whether local, state, provincial, national, or international, associated with your use of the Services. YouCustomizeIt will report as income all payments received from you to YouCustomizeIt to all proper taxing authorities.
M. Copyright Policy
YouCustomizeIt will respond to all duly authorized notices of alleged infringement that comply with the Digital Millennium Copyright Act. If you believe that a user of the Website has infringed upon your copyright rights, you may provide YouCustomizeIt with a notice of copyright infringement that complies with section 512 of the Digital Millennium Copyright Act. Upon receipt of a notice that complies with the Digital Millennium Copyright, YouCustomizeIt will make a good faith attempt to notify the owner or uploader of the allegedly infringing content so that they can respond with a counter-notification under the Digital Millennium Copyright Act.
All notices of copyright infringement submitted to YouCustomizeIt must contain the following:
- the physical or electronic signature of a person authorized to act on behalf of the copyright owner;
- identification of the copyrighted work(s) alleged to have been infringed;
- the location of the copyrighted work(s) in the Website;
- your contact information, such as an address, telephone number, fax number, or email address;
- a statement that you have a good faith belief that the use of the allegedly infringing content is not authorized by the copyright owner, its agent, or the law; and
- a statement, under penalty of perjury, that the information contained in the notification is accurate and that you are authorized to act on behalf of the copyright owner.
Upon receipt of a duly authorized notice of infringement, YouCustomizeIt will undertake reasonable efforts to notify the poster of the allegedly infringing content so that the poster may issue a counter-notification. Counter-notifications must contain the following:
- The physical or electronic signature of the User;
- Identification of the material that has been removed or the location where the material previously appeared;
- A statement, under penalty of perjury, that the subscriber has a good faith belief that the material was removed due to mistake or misidentification; and
- The subscribers name, address, and telephone number and a statement that the subscriber consents to the jurisdiction of the federal district court in which the subscriber is located.
All notices of infringement may be sent to firstname.lastname@example.org.
N. Term and Termination
The term of this Agreement will begin upon your first accessing of the Services and will continue until the earlier of the following: (i) YouCustomizeIt terminates your access to the Services; or (ii) you cease using the Services and terminate your Account. YouCustomizeIt reserves the right to terminate the Services or your access to the Services in its sole and absolute discretion and without prior notice.
O. Disclaimer of Warranties and Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN AS-IS BASIS AND WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, AND NON-INFRINGEMENT. WHEREVER PERMITTED BY LAW, YOU ACKNOWLEDGE THAT YOUCUSTOMIZEIT WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CLAIMS, DAMAGES, JUDGMENTS, CHARGES, OR FEES ARISING OUT OF OR RELATED TO YOUR USE OF OR ACCESS TO THE SERVICES OR TRANSACTIONS THAT OCCUR THROUGH THE SERVICES, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY DAMAGES, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, INCIDENTAL DAMAGES, PUNITIVE DAMAGES, EXEMPLARY DAMAGES, COSTS AND ATTORNEYS' FEES, DAMAGES ARISING OUT OF ERRORS OR OMISSIONS, AND DAMAGES ARISING OUT OF THE UNAVAILABILITY OF THE SERVICES OR DOWNTIME. YOU ACKNOWLEDGE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT YOUCUSTOMIZEIT'S LIABILITY IS LIMITED TO THE AMOUNT THAT YOU PAID TO YOUCUSTOMIZEIT OR $1,000, WHICHEVER IS LESS.
YOUCUSTOMIZEIT EXPRESSLY DISCLAIMS ANY RESPONSIBILITY FOR ANY DAMAGE, INJURY, HARM, COST, EXPENSE, OR LIABILITY ARISING OUT OF OR RELATED TO YOUR SALE, USE, OR MISUSE, OR THE SALE, USE, OR MISUSE OF ANY THIRD PARTY, OF ITEMS PURCHASED THROUGH THE SERVICES. ITEMS PURCHASED THROUGH THE SERVICES ARE PROVIDED WITHOUT EXPRESS, IMPLIED, OR STATUTORY WARRANTIES FROM YOUCUSTOMIZEIT, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PUPOSE, TITLE, ACCURACY, NON-INFRINGEMENT, OR QUALITY. SOME JURISDICTIONS DO NOT ALLOW AN EXCLUSION OF IMPLIED WARRANTIES. IF YOU ARE LOCATED IN SUCH A JURISDICTION, YOU ARE ADVISED TO SEEK LEGAL ADVICE TO DETERMINE IF THIS EXCLUSION APPLIES TO YOU.
YOUCUSTOMIZEIT WILL NOT BE LIABLE TO YOU UNDER ANY LEGAL THEORY, WHETHER IN WARRANTY, CONTRACT, STRICT LIABILITY, TORT, PERSONAL INJURY, OR NEGLIGENCE, FOR ANY DAMAGES, CLAIMS, INJURIES, JUDGMENTS, COSTS, OR LIABILITIES OF ANY KIND ARISING OUT OF OR RELATED TO YOUR SALE, USE, OR MISUSE OF ANY ITEMS, OR ANY THIRD PARTYS SALE, USE, OR MISUSE OF ANY ITEMS, PURCHASED THROUGH THE SERVICES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, DAMAGE TO PROPERTY, DEATH, LOSS OF BUSINESS, LOSS OF INCOME, SPECIAL DAMAGES, INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES, PUNATIVE DAMAGES, OR EXEMPLARY DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE. YOU ACKNOWLEDGE THAT YOUR USE AND SALE OF ITEMS PURCHASED THROUGH THE SERVICES IS AT YOUR SOLE RISK AND THAT YOUCUSTOMIZEIT'S LIABILITY IS LIMITED TO THE AMOUNT THAT YOU PAID TO YOUCUSTOMIZEIT OR $1,000, WHICHEVER IS LESS.
You agree to indemnify, defend, and hold harmless YouCustomizeIt, its officers, shareholders, directors, employees, subsidiaries, affiliates, parent companies, and representatives, from any and all losses, including, but not limited to, costs and attorneys' fees, arising out of or related to (i) your use of the Services, (ii) your use of any item printed through the Services or the Design Services, (iii) your uploading of, use of, or sale of products containing your User Generated Content; (iv) your use of Design Services; (v) your violation of any term or condition of this Agreement, (vi) your violation of the rights of third parties, including, but not limited to, intellectual property rights or other personal or proprietary rights, and (vii) your violation of any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national, or international. Your obligation to defend YouCustomizeIt will not provide you with the ability to control YouCustomizeIt's defense, and YouCustomizeIt reserves the right to control its defense, including its choice of counsel and whether to litigate or settle a claim subject to indemnification.
Q. Choice of Law and Stipulation to Jurisdiction
You and YouCustomizeIt agree that any dispute arising out of or related to this Agreement or your use of the Services, including, but not limited to, your purchase or printing of goods through the Services, will be governed by the laws of the State of Texas, without regard to its conflict of laws rules. Specifically, the validity, interpretation, and performance of this Agreement will not be governed by the United Nations Convention on the International Sale of Goods. Except for claims for which YouCustomizeIt may seek indemnification or for which either party may seek injunctive relief, you and YouCustomizeIt agree that any dispute or controversy arising out of, in relation to, or in connection with this Agreement or your use of the Services including, without limitation, any and all disputes, claims (whether in tort, contract, statutory, or otherwise), or disagreements concerning the existence, breach, interpretation, application, or termination of this Agreement, will be resolved by final and binding arbitration pursuant to the Federal Arbitration Act in Pearland, Texas or, at the option of the party seeking relief, by telephone, online, or via written submissions alone, and be administered by the American Arbitration Association ("AAA") under the then in force Commercial Arbitration Rules by one arbitrator appointed in accordance with such rules. Such arbitration will be independent and impartial. If the parties fail to agree on the arbitrator within twenty (20) calendar days after the initiation of the arbitration hereunder, AAA will appoint the arbitrator.
This arbitration will be conducted in the English language. The decision of the arbitrator will be final and binding on the parties and judgment on any award(s) rendered by the arbitrator may be entered in any court having jurisdiction thereof. Nothing in this section will prevent either party from seeking immediate injunctive relief from any court of competent jurisdiction, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The parties undertake to keep confidential all awards in their arbitration, together with all confidential information, all materials in the proceedings created for the purpose of the arbitration and all other documents produced by the other party in the proceedings and not otherwise in the public domain, save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority. The arbitrator shall award all fees and expenses, including reasonable attorneys fees, to the prevailing party. Any judgment rendered by the arbitrator may be entered in any court of competent jurisdiction.
ANY DISPUTE RESOLUTION PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PURCHASE OR USE OF ITEMS FROM OR THROUGH THE SERVICES, WHETHER IN ARBITRATION OR OTHERWISE, SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, AND YOU AND YOUCUSTOMIZEIT EXPRESSLY AGREE THAT CLASS ACTION AND REPRESENTATIVE ACTION PROCEDURES SHALL NOT BE ASSERTED IN NOR APPLY TO ANY ARBITRATION PURSUANT TO THESE TERMS.
Any claims must be brought within one year of each applicable invoice or will otherwise be barred.
R. Force Majeure
YouCustomizeIt will not be responsible for any delay or failure in performance of the Services or its associated products arising out of any cause beyond YouCustomizeIt's control, such as acts of God, war, riots, fire, terrorist attacks, pandemics, power outages, severe weather, or other accidents.
S. SurvivabilityThe representations, warranties, duties, and covenants made by you under this Agreement will survive the termination of this Agreement, your Account, or the Services, including, but not limited to, your duty to indemnify and defend YouCustomizeIt.
Any provision of this Agreement which is invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
This Agreement will be deemed to have been drafted by both parties, and the terms and conditions of this Agreement will not be interpreted against its drafter.
You are expressly prohibited from assigning your rights and duties under this Agreement. YouCustomizeIt reserves the right to assign its rights and duties under this Agreement, including in a sale of YouCustomizeIt or its Services.
W. Waiver and Integration
No term or condition of this Agreement or breach of this Agreement will be deemed to have been waived or consented to unless said waiver is writing and signed by the party to be charged. This Agreement is the entire agreement between the parties and supersedes all previous agreements or representations between the parties.