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User Agreement

Terms of service: an agreement between you and Underground Threads to enter and use this website and services

Welcome to the Underground Threads website and services.
We hope you enjoy your use of our facilities. Please appreciate and understand that this is a legal world and that you, by not immediately leaving this website now or immediately after reading our terms of service are accepting our services under the terms of this agreement.
It is your obligation to keep your self informed of any changes that may occur between visits, as using our services each time is under the condition that you accept all our terms and conditions. We may change our terms and conditions from time to time without expressly informing you.

1 Underground Threads Services:
  • Create, design, customize products that are listed for sale.
  • Buy products that are listed for sale
  • Save and share designs that your may have created.
  • Use our fun picture and design tools.
  • Save created images and designs into public and personal galleries.
  • Post your created images to social networks or bloggs that you have the legal right to do so
  • Registering to subscribe to special offers and use of galleries.

2 Using our Underground Threads Services and Website:
In consideration of the promises and obligations given and assumed herein, and intending to be legally bound, these Terms of Use provide as follows.


2.1 ELIGIBILITY CHILDREN UNDER 18.
Underground Threads will only knowingly provide products or services to persons who can lawfully enter into and form contracts under applicable law.

If you are under the age of 18, but at least 13 years of age, you may order products or services only under the supervision of a parent or legal guardian who agrees to be bound by these Terms of Use.
Children under the age of 13 may view the Website but MAY NOT ORDER PRODUCTS OR SERVICES.



2.2 Definitions and Interpretation
In these Terms of Use, unless the context indicates a contrary intention:
  • Intellectual Property Rights means all industrial, commercial and intellectual property rights (including equivalent, neighbouring or proximate rights anywhere in the world that currently exist or are recognised in the future).
  • A person means any form of legal entity as well as any quasi-legal entity.
  • A User means any person using the website and/or services provided by Piki Print
  • A reference to any document, material, information or data includes that document, material, information and data howsoever stored, recorded or embodied, including in any electronic or digital media or otherwise.
  • The word includes in any form is not a word of limitation.


3 User's Obligations


3.1 Responsibilities
Users are and shall be wholly and exclusively responsible, at their own cost, for:
  1. all telecommunications lines, modems, communication controllers, routers, multiplexers, terminals and all other equipment, hardware and software necessary to access and use the Website and services;
  2. the use that it makes of the Website , including any article, material, literary or artistic work, design or other matter that they author, invent, create, develop or produce;
  3. complying with all laws, regulations and rules in the uses country or jurisdiction;
  4. complying with any recommendations or guidelines issued by Underground Threads with respect to the use of the Website and/or services and
  5. ensuring that all electronic or other media it uses in connection or in conjunction with the Website and the services provided complies with these Terms of Use and all applicable laws, regulations and rules.


3.2 Restrictions on Users
Users shall not and has no right to either:
  1. reproduce, publish, distribute, sub-license and/or resell either the Website and/or service to any person; or
  2. use either the Website to supply any service to any person; or
  3. modify, adapt, disassemble, recompile and/or reverse engineer either the Website or service;
  4. access or use either the Website and/or service to create, author, design, manufacture, market, publish, transmit, broadcast, distribute or sell any article, product, material or other matter that either:
    1. infringes the rights of any person, including, without limitation, Intellectual Property Rights, trade secrets, rights of privacy and publicity.
    2. is libellous, defamatory or slanderous,
    3. condones, promotes, contains or links to adware, cracks, hacks or similar utilities or programs,
    4. contains explicit sexual content,
    5. does or may denigrate or offend any ethnic, racial, gender, religious or other group, through use of language, images, stereotypical depiction or otherwise,
    6. is designed to or does harass, threaten, defame or abuse others,
    7. exploits images or the likeness of minors,
    8. encourages the use of drugs or the under-age use of alcohol or cigarettes, or
    9. is generally offensive or in bad taste;
  5. use "Spam", "blast-faxes" or recorded telephone messages to market or sell any products or services,
  6. use, transfer or implant a virus, routine or any computer program or technology that disrupts, disables, interferes with or otherwise has a detrimental affect on the Website and/or the PIKIWARE® Platform,
  7. take any action that imposes any unreasonable or disproportionately large load on the Website or the Service,
  8. use a robot, spider or other device or process to monitor the activity on or copy pages from the Website or the Service,
  9. collect electronic mail addresses or other information from our Website,
  10. impersonate another person or entity,
  11. engage in any activity that interferes with any persons ability to use or access the Website and/or services, or
  12. assist, procure or aid any person to engage in any activity prohibited by these Terms of Use; or
  13. frame or link or otherwise use or display the Website in such a manner so that it appears to be part of its own or someone else's website, without specific agreement.

USER ACKNOWLEDGES AND AGREES THAT Underground Threads MAY IN ITS SOLE AND UNFETTERED DISCRETION, UNILATERALLY AND WITHOUT NOTICE, TERMINATE THESE TERMS OF USE, DISABLE AND DENY ACCESS TO THE USER TO THE WEBSITE AND THE SERVICES, AND TAKE LEGAL ACTION AGAINST ANY USER WHO ENGAGES IN ANY ACTIVITY OR CONDUCT THAT IS PROHIBITED BY THESE TERMS OF USE AND/OR BY ANY RELEVANT LAW, REGULATION OR RULE.

4. Underground Threads Obligations

4.1 Access to and use of the Website and Services Subject to user complying with and discharging each of its obligations under these Terms of Use, Underground Threads shall allow user to access and use the Website and the services .

4.2 Privacy: Underground Threads may collect personal data concerning the user in the course of and incidental to users use of the Website and services. Underground Threads shall comply with, and user hereby consents irrevocably and unconditionally to Underground Threadss collection, use and disclosure of such data in accordance with, its Privacy Policy (the terms of which may be accessed through the link on the Website).

4.3 Training
User acknowledges that Underground Threads has no obligation to user to provide any training or other support in relation to the use or operation of the Website and/or services.

4.4 Modification of the Website.
Underground Threads reserves the right to modify the organization, structure, content or "look and feel" of the Website and/or the services, and may change, suspend, or discontinue any aspect of the Website and/or the service at any time without notice or any liability to user or any person. Underground Threads shall have complete discretion over the features, functions and other terms and conditions on which the Website and the service is made available.


5. Intellectual Property Rights

5.1 Reservation of title
user acknowledges that these Terms of Use do not convey and that it derives no right, title or interest in or to any Intellectual Property Rights that vest or subsist in or relate to the Website and/or the services provided other than pursuant to the express authorisation set out in clause 4.1. Underground Threads grants user a limited revocable licence to access and use the Website and the service for its intended purposes, subject to users compliance with these Terms of Use. This licence does not include the right to collect or use information contained on the Website for purposes prohibited by Underground Threads; to compete with Piki Print; to create derivative works based on the layout or design, look-and-feel, or structure of the Website; or download or copy the Website (other than page caching). If user uses the Website in a manner that exceeds the scope of this licence or if it breaches these Terms of Use, Underground Threads may revoke the licence and deny access to and use of the Website.

5.2 Prohibition on infringement
User acknowledges and agrees that Underground Threads does not permit, authorise or condone and hereby expressly prohibits user from accessing or using the Website and/or the services in a manner that infringes, or is likely to infringe, the Intellectual Property Rights, or any other rights or privileges, of any person anywhere in the world.

5.3 Derivative material
Subject to clause 5.2, user shall own any Intellectual Property Rights in any original material that it authors, designs or creates using the functionality provided by the Website. If the user chooses to add any item to a public gallery, In consideration of the authorisation granted under clause 4.1, User hereby grants to Underground Threads an irrevocable, perpetual, non-exclusive, world-wide licence to do all acts and things (including to authorise other persons to do all acts and things) comprised within the said Intellectual Property Rights.


6. Registration

User Account, Password, and Security You will receive a password and account designation upon completing the Site's registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Underground Threads of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Underground Threads cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 6.


7. Warranties


7.1 Users warranties
User represents and warrants to Underground Threads that, in its use of the Website and the Services provided, it:
  1. will not infringe the Intellectual Property Rights, trade secrets, rights of privacy, rights of publicity or other legal right of any person, and
  2. will comply with all applicable laws, rules, and regulations.
  3. User further represents and warrants to Underground Threads that:
  4. there are no claims, demands or any form of litigation pending, or to the best of its knowledge, threatened with respect to any content used or proposed to be used by user;
  5. Underground Threads will not be required to make any payments or compensation to any person in connection with its use of such content; and
  6. such content does not contain viruses or any other programs or technology which disrupts or damages the Website and/or the Services provided.


7.2 Underground Threadss warranties
Underground Threads represents and warrants that it has the right to grant access to and license the use of the Website and services to user subject to and in accordance with these Terms of Use.

7.3 Caveats
  • Underground Threads provides the Website and Services on an "as is" and "as available" basis. Nothing in these Terms of Use shall or may be construed as a representation or warranty by Underground Threads that the functionality or operation of the Website and/or the services will:
    1. be uninterrupted or free of errors and inaccuracies;
    2. meet users requirements; or
    3. operate in the configuration or with the hardware or software used by user.
  • User acknowledges and agrees that the Website and the service (as with technology generally), may have errors (or bugs) and may encounter unexpected problems. Accordingly, user may experience downtime and errors in the use or operation of the Website and/or services provided.
  • Underground Threads does not and cannot control the flow of data and information through the internet, and such flow depends on the performance of persons and entities whose actions or inactions may produce situations in which connections to the internet (or portions thereof) are impaired or disrupted and for which Underground Threads is not liable.
  • Underground Threads does not warrant that any data, information or other content provided on the Website, whether concerning any goods or services or any other subject, is complete or accurate.


7.4 Exclusion of implied warranties
SUBJECT ONLY TO CLAUSE 8.1, ALL CONDITIONS, WARRANTIES, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO THE WEBSITE AND/OR ANY OTHER GOODS OR SERVICES THAT MAY BE PROVIDED BY Underground Threads, THAT WOULD OTHERWISE BE IMPLIED BY STATUTE, LAW, EQUITY, TRADE CUSTOM, PRIOR DEALINGS BETWEEN THE PARTIES OR OTHERWISE (INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, SUITABILITY, FITNESS FOR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT) ARE HEREBY EXPRESSLY EXCLUDED.

7.5 No representation or reliance
(a) User acknowledges that neither Underground Threads nor any person acting on Piki Prints behalf has made any representation or other inducement to user to enter into these Terms of Use, except for representations or inducements expressly set out in these Terms of Use.
(b) User acknowledges and confirms that it does not enter into these Terms of Use in reliance on any representation or other inducement by or on behalf of Underground Threads, except for representations or inducements expressly set out in these Terms of Use.


8. Exclusion and Limitation of Liability

8.1 Subject to law
Nothing contained in these Terms of Use excludes, restricts, limits or modifies any:
(a) implied condition, warranty or other term of these Terms of Use where pursuant to applicable law to do so is unlawful or void; or
(b) liability in respect of a breach of these Terms of Use where pursuant to applicable law to do so is unlawful or void; or
(c) liability for fraud or deceit; or
(d) liability for death or personal injury caused by the negligence of either party.

8.2 Exclusion of liability
Subject only to Clause 8.1, in no event shall Underground Threads be liable to user or to any person under or in connection with these Terms of Use or in respect of the use of (or failure or performance of) the Website and/or the services provided for:
(a) malfunctions, failures, defects, acts or omissions or any other default or liability caused directly or indirectly by:
  1. any third party;
  2. actions of user that were not expressly authorised by Underground Threads;
  3. accident, misuse or abuse by anyone other than Underground Threads;
  4. alteration or modification of the Website and/or the service, or any component or part of the Website and/or the service provided, by anyone other than Underground Threads;
  5. products (including any hardware or software) or services not licensed or supplied by Underground Threads;
  6. power surge or failure,
  7. events of force majeure or events outside Underground Threadss actual control; or
  8. any other condition not arising under normal operating conditions;

(b) any loss, cost, damage or expense of any nature arising or caused directly or indirectly by any breach of users obligations or responsibilities set out in these Terms of Use;
(c) any loss of profit, business interruption, loss of or damage to goodwill, and/or any expectation benefit;
(d) Subscribers liability to any person; or
(e) incidental, indirect, consequential, special, exemplary or punitive damages of any nature, whether such liability is asserted on the basis of common or civil law or in equity, including pursuant to any statute, contract, tort (including negligence or strict liability) or otherwise and notwithstanding that Underground Threads has been advised of the possibility of any particular loss or damage.

8.3 Links
Underground Threads may, in its sole and unfettered discretion, and without users consent, place links on the Website to other websites that are owned or operated by other persons. User acknowledges and agrees that Underground Threads is not responsible for the operation of or content located on any such website, and Underground Threads cannot and does not warrant that the content of such websites is accurate, complete, legal and/or inoffensive. By choosing to link to these other websites, user acknowledges and agrees that it may not make any claim against Underground Threads for any damages or losses of any kind arising from the other website and/or the link.

8.4 Limitation of liability
Subject to Clause 8.1, and except to the extent specifically excluded under Clause 8.2 or elsewhere in these Terms of Use, Underground Threads's sole liability to Subscriber for any and all breaches of any term or terms of these Terms of Use, whether express or implied, shall be limited to the substitution or replacement of any product or service that has been ordered and paid for by Subscriber using the Website.

8.5 Indemnity User shall indemnify and hereby releases unconditionally Underground Threads , without set off or adjustment, against and from any liability, loss, cost, expense or damage, including all legal fees, arising from or relating to: (a) its use of the Website and/or services and/or the media or content posted or uploaded by it, including any alleged or actual violation of any law directly or indirectly arising from such use; (b) any breach or alleged breach by it of these Terms of Use; (c) the misuse or misappropriation of the said media or content; and (d) any infringement or alleged infringement by user of any persons Intellectual Property Rights, rights of privacy or publication, or otherwise anywhere in the world.


9. Termination

9.1 Termination
(a) At any time and with or without cause, Underground Threads may immediately terminate either these Terms of Use or any or all rights and privileges granted to user hereunder, including suspending users access to and/or use of the Website and/or the Services provided by Underground Threads. In no event shall any such termination or suspension by Underground Threads relieve user of any obligation that has accrued under these Terms of Use prior to the date of such termination or suspension.
(b) user may terminate these Terms of Use at any time by ceasing to enter the website and using the services

9.2 Effect of termination
(a) On any expiry or termination of these Terms of Use, Underground Threads may delete any websites, web pages, files, graphics, media or other content or material relating to users use of the Website and/or the Services provided and Underground Threads shall have no liability to user or any person for doing so.
(b) The expiry or termination of these Terms of Use shall not prejudice or affect any cause of action, right, remedy or defence which shall have accrued or shall thereafter accrue to either party.


10. General

10.1 Severability
If a clause or any part of any clause of these Terms of Use or a right or remedy of a party under these Terms of Use, is found to be void, invalid or unenforceable by any court or tribunal having jurisdiction in respect of these Terms of Use, then:
(a) it shall be read down or severed in that jurisdiction only to the extent that it is void, invalid or unenforceable; and
(b) it does not effect the validity or enforceability of that term or clause in another jurisdiction or the remaining terms or clauses in any jurisdiction.

10.2 Variation
Underground Threads may amend unilaterally these Terms of Use in its sole and unfettered discretion at any time, and user hereby agrees to abide by and be fully bound by such amended terms. The amended terms shall be effective automatically and immediately once they are posted on the Website, and user's continued access and use of the Website and the Services on or after such effective time constitutes the user's unequivocal and unconditional acceptance of the amended terms. These Terms of Use may not be otherwise amended. If user does not agree to any amendments to these Terms of Use or to any of the current terms, its only right and remedy is to cease using the Website and the Underground Threads services.

10.3 Waiver
A waiver, consent, election or acquiescence given by a party under these Terms of Use is only effective and binding on that party if it is given or confirmed in writing by that party.

10.4 Assignment
(a) Underground Threads may at any time transfer, assign, novate or otherwise dispose of any or all of its rights or obligations under these Terms of Use on giving user no less than five (5) days notice in writing.

10.5 Governing Law and Jurisdiction
(a) These Terms of Use shall be governed by and construed in accordance with the law in force for the time being in Delaware, United States of America (without regard to its conflict of law rules).
(b) Each party irrevocably submits to the exclusive jurisdiction of the courts of Delaware, and the courts competent to determine appeals from those courts, with respect to any proceedings that may be brought at any time relating to these.

Terms of Service & User Agreement

 

Underground Threads LLC: Terms of Service & User Agreement

Direct Print IQ LLC: Terms of Service & User Agreement

Fulfill Engine LLC: Terms of Service & User Agreement

 

By placing an order, or making a purchase, and/or creating an account with us you are agreeing to be bound by our Terms of Service. We operate under three brands including Underground Threads LLC, Direct Print IQ LLC, and Fulfill Engine LLC, and these Terms of Service apply to all interactions and purchases made with these brands and any other brands we may choose to iincorporate into our process in our sole discrection.

 

Our Site, Services and related content (and any derivative works or enhancements of the same) including, but not limited to, all text, illustrations, files, images, software, scripts, graphics, photos, sounds, music, videos, information, content, materials, products, services, URLs, technology, documentation and interactive features (collectively, “Site Content”) and all intellectual property rights to the same are owned by us, our licensors, or both. Additionally, all trademarks, service marks, trade names and trade dress that may appear on our Site or Service are owned by us, our licensors, or both. Except for the limited use rights granted in these Terms of Use, you shall not acquire any right, title or interest in our Site or Service. Any rights not expressly granted in these Terms of Use are expressly reserved.

 

Enrollment.

Only sellers must complete the registration process to be eligible for the Services. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable law. As part of the application, you must provide Underground Threads and/or Fulfill Engine and/or Direct Print IQ and/or Direct Print IQ with certain information. Whenever you submit information to us, you agree to provide true, accurate and complete information and agree to, if the option is available, promptly update the information if there have been changes to the information you provided.

 

Limitation, Suspension or Termination.

We may, in our sole discretion, temporarily or permanently change, limit, suspend or terminate your access to our Site or Services (including any Site Content or User Content) without prior notice. We may do so based on changes to our business practices (e.g., eliminating a Service, etc.), if you violate the letter and spirit of these Terms of Use, or for any other lawful reason. You agree that we are not liable to you or any third party for any such action. We reserve all rights to our site and to take any action to protect same.

Any limitation, suspension or termination we impose shall not alter your obligations to us under these Terms of Use. The provisions of these Terms of Use which by their nature should survive any such action on our part shall survive including, but not limited to, the rights and licenses that you have granted to us in your User Content and provisions relating to indemnities, releases, disclaimers, limitations on liability, mandatory arbitration, no class action and all of the miscellaneous provisions in the within document.

License.

 

You grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Your Materials, and to sublicense the foregoing rights to our Affiliates and operators of Underground Threads and/or Fulfill Engine and/or Direct Print IQ; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Trademarks (provided you are unable to do so using standard functionality made available to you via the Site or Services); provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a license from you or your Affiliates under applicable law (e.g., fair use under United States copyright law, referential use under trademark law, or valid license from a third party).

 

Representations.

You represent and warrant to us that: (a) if you are a business, you are duly organized, validly existing and in good standing under the laws of the State in which your business is registered; (b) you have all requisite right, power and authority to enter into this Agreement, perform your obligations, and grant the rights, licenses and authorizations in this Agreement; (c) any information provided or made available by you or your Affiliates to Underground Threads and/or Fulfill Engine and/or Direct Print IQ or its Affiliates is at all times accurate and complete; and (d) you and all of your subcontractors, agents and suppliers will comply with all applicable laws in your performance of your obligations and exercise of your rights under this Agreement.

 

Indemnification.

You agree to indemnify and hold harmless Underground Threads and/or Fulfill Engine and/or Direct Print IQ and its officers, directors, employees, parents, partners, successors, agents, distribution partners, affiliates, subsidiaries and their related companies from and against any and all claims, liabilities, losses, damages, obligations, costs and expenses (including reasonable attorneys’ fees and costs) arising out of or related to: (i) your access to or use of our Site or Services; (ii) your User Content; (iii) any actual or alleged violation or breach by you of these Terms of Use; (iv) any actual or alleged breach of any representation, warranty or covenant that you have made to us; or (v) your acts or omissions; (v) your improper and/or unauthorized use of any 3rd party’s information in any way, shape or form including any use of a 3rd party’s trademarks, servicemarks, copyrights, patents or any other confidential and/or proprietary information. You agree to cooperate fully with us in the defense of any claim that is the subject of your obligations hereunder.

 

Disclaimer & General Release.

THE SITES AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED “AS-IS.” AS A USER OF THE SERVICES, YOU USE THE SITES AND THE SERVICES AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES DISCLAIM: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; (ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SITE AND THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY TRANSACTIONS.

 

BECAUSE UNDERGROUND THREADS AND/OR FULFILL ENGINE AND/OR DIRECT PRINT IQ IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH PARTICIPANT RELEASES UNDERGROUND THREADS AND/OR FULFILL ENGINE AND/OR DIRECT PRINT IQ (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

 

Limitation of Liability.

WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY) OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF UNDERGROUND THREADS AND/OR FULFILL ENGINE AND/OR DIRECT PRINT IQ HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU TO UNDERGROUND THREADS AND/OR FULFILL ENGINE AND/OR DIRECT PRINT IQ IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.

 

Tax Matters.

As between the parties, you will be responsible for the collection, reporting and payment of any and all tax obligations, except to the extent Underground Threads and/or Fulfill Engine and/or Direct Print IQ expressly agrees to receive taxes or other transaction-based charges in connection with tax calculation services made available by Underground Threads and/or Fulfill Engine and/or Direct Print IQ and used by you if applicable.

 

Force Majeure.

We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.

Relationship of Parties.

The relationship between Underground Threads and/or Fulfill Engine and/or Direct Print IQ and you is that of independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable

right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions in this Agreement are intended to be and are for the sole and exclusive benefit of Underground Threads and/or Fulfill Engine and/or Direct Print IQ, you, and customers. As between you and us, you will be solely responsible for all obligations associated with the use of any third party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section.

 

Miscellaneous.

No waiver of any breach or default under these Terms of Use shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used in these Terms of Use are for convenience only and shall not be given any legal import. Except where specifically stated otherwise, if any part of these Terms of Use are deemed unlawful or unenforceable for any reason, we both agree that only that part of the Terms of Use shall be stricken and that the remaining terms in the Terms of Use shall not be affected and shall remain in force and effect.

You may not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, without our prior written consent.

These Terms of Use (including the Privacy Policy and any additional terms incorporated by reference) constitute the entire agreement, and supersede all previous written or oral agreements, between you and Underground Threads and/or Fulfill Engine and/or Direct Print IQ in connection with the Site and Services.

 

13(a). Product Listing and Orders (if applicable).

13(a)(i). Product Listing; Merchandising; Order Processing. We will enable you to list your products on the Site, and conduct merchandising and promote your products as permitted by us. We may use mechanisms that rate, or allow shoppers to rate, your products and your performance as a seller and Underground Threads and/or Fulfill Engine and/or Direct Print IQ may make these ratings and feedback publicly available. We will provide order information to you for each order of your products through the Site. We will also receive all Sales Proceeds on your behalf for each of these transactions and will have exclusive rights to do so, and will remit them to you in accordance with these Selling on Underground Threads and/or Fulfill Engine and/or Direct Print IQ Service Terms.

 

13(a)(ii). Shipping and Handling Charges.

For your products ordered by customers on or through the Site, you will determine the shipping and handling charges. When we determine the shipping and handling charges, you will accept them as payment in full for your shipping and handling.

 

13(b) Refunds and Returns.

Cancellations, Returns and Refunds. Any and all refunds and returns are at our discretion. Due to the nature of our business many items may be custom ordered and therefore are considered special orders that are never subject to return or refund. Cancellations are not subject to reimbursement due to the specialized nature of our products and services.

 

13(c) Delivery Errors and Nonconformities; Recalls.

You are solely responsible for any non-performance, non-delivery, misdelivery, theft, mistaken ordering and/or any other mistake or omission or act in connection with the fulfillment of your products, except to the extent caused by: our clear mistake in fulfilling an order due to an omission on our part. All other errors, non-conformities, recalls that may be at question are at our discretion for reimbursement/replacement.

 

13(d) Control of Site.

We have the right in our sole discretion to determine the content, appearance, design, functionality and all other aspects of the Site, including by redesigning, modifying, removing or restricting access to any of them, and by suspending, prohibiting or removing any listing.

 

Payments Processing Agency Appointment.

You authorize STRIPE to act as your agent for purposes of processing payments, refunds and adjustments for Your Transactions, receiving and holding Sales Proceeds on your behalf, remitting Sales Proceeds to Your Bank Account, charging your Credit Card, and paying Underground Threads and/or Fulfill Engine and/or Direct Print IQ and its Affiliates amounts you owe in accordance with this Agreement or other agreements you may have with Underground Threads and/or Fulfill Engine and/or Direct Print IQ and/or its Affiliates.

 

Your Funds

Your Sales Proceeds will be held in an account with Underground Threads and/or Fulfill Engine and/or Direct Print IQ (a “Seller Account”) and will represent an unsecured claim. Your Sales Proceeds are not insured by the Federal Deposit Insurance Corporation. You will not receive interest or any other earnings on any Sale Proceeds. To the extent required by applicable Laws, Stripe will not use any funds held on your behalf for its corporate purposes, will not voluntarily make such funds available to its creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit its creditors to attach such funds.

 

Verification

We may at any time require you to provide any financial, business or personal information we request to verify your identity. You authorize us to obtain from time to time consumer credit reports to establish or update your Seller Account or in the event of a dispute relating to this Agreement or the activity under your Seller Account. You agree to update all Seller Account information promptly upon any change.

 

Dormant Accounts

If there is no activity (as determined by us) in connection with your Seller Account for the period of time set forth in applicable unclaimed property laws and we hold Sales Proceeds on your behalf, we will notify you by means designated by us and provide you the option of keeping your Seller Account open and maintaining the Sales Proceeds in your Seller Account. If you do not respond to our notice(s) within the time period we specify, we will send the Sales Proceeds in your Seller Account to your state of residency, as determined by us based on the information in your Seller Account. If we are unable to determine your state of residency or your Seller Account is associated with a foreign country, your funds may be sent to the State of Delaware.

 

  1. Software Terms.

The following additional terms apply to any software (including any updates or upgrades to the software and any related documentation) that we make available to you from time to time for your use in connection with Services (the “Underground Threads and/or Fulfill Engine and/or Direct Print IQ Software”):

 

19(a). Use of the Underground Threads and/or Fulfill Engine and/or Direct Print IQ Software.

You may use Underground Threads and/or Fulfill Engine and/or Direct Print IQ Software solely for purposes of enabling you to use and enjoy Underground Threads and/or Fulfill Engine and/or Direct Print IQ Services as provided by Underground Threads and/or Fulfill Engine and/or Direct Print IQ, and as permitted by these Terms of Use and any Service Terms. You may not incorporate any portion of the Underground Threads and/or Fulfill Engine and/or Direct Print IQ Software into your own programs or compile any portion of it in combination with your own programs, transfer it for use with another service, or sell, rent, lease, lend, loan, distribute or sub-license the Underground Threads and/or Fulfill Engine and/or Direct Print IQ Software or otherwise assign any rights to the Underground Threads and/or Fulfill Engine and/or Direct Print IQ Software in whole or in part. You may not use the Underground Threads and/or Fulfill Engine and/or Direct Print IQ Software for any illegal purpose. We may cease providing any Underground Threads and/or Fulfill Engine and/or Direct Print IQ Software and we may terminate your right to use any Underground Threads and/or Fulfill Engine and/or Direct Print IQ Software at any time. Your rights to use the Underground Threads and/or Fulfill Engine and/or Direct Print IQ Software will automatically terminate without notice from us if you fail to comply with any of these Terms of Use and any Service Terms. Additional third party terms contained within or distributed with certain Underground Threads and/or Fulfill Engine and/or Direct Print IQ Software that are specifically identified in related documentation may apply to that Underground Threads and/or Fulfill Engine and/or Direct Print IQ Software (or software incorporated with the Underground Threads and/or Fulfill Engine and/or Direct Print IQ Software) and will govern the use of such software in the event of a conflict with these Terms of Use. All software used in any Underground Threads and/or Fulfill Engine and/or Direct Print IQ Service is the property of Underground Threads and/or Fulfill Engine and/or Direct Print IQ or its software suppliers and protected by United States and international copyright laws.

 

19(b) Use of Third Party Services.

When you use the Underground Threads and/or Fulfill Engine and/or Direct Print IQ Software and website, you may also be using the services of one or more third parties, such as a wireless carrier or a mobile platform provider. Your use of these third party services may be subject to the separate policies, terms of use, and fees of these third parties.

 

19(c) No Reverse Engineering.

You may not, and you will not encourage, assist or authorize any other person to copy, modify, reverse engineer, decompile or disassemble, or otherwise tamper with, the Underground Threads and/or Fulfill Engine and/or Direct Print IQ Software/website, whether in whole or in part, or create any derivative works from or of the Underground Threads and/or Fulfill Engine and/or Direct Print IQ Software/website.

 

19(d) Export Regulations; Government End Users.

You must comply with all export and re-export restrictions and regulations of the Department of Commerce and other United States agencies and authorities that may apply to the Underground Threads and/or Fulfill Engine and/or Direct Print IQ Software. If you are a U.S. Government end user, we are licensing the Underground Threads and/or Fulfill Engine and/or Direct Print IQ Software or website to you as a “Commercial Item” as that term is defined in the U.S. Code of Federal Regulations (see 48 C.F.R. § 2.101), and the rights we grant you to the Underground Threads and/or Fulfill Engine and/or Direct Print IQ Software are the same as the rights we grant to all others under these Terms of Use.

 

Privacy.

Please review our Privacy Notice, which also governs your use of the Services, to understand our practices.

 

Electronic Communications.

When you use the Services, or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We may communicate with you by e-mail, by posting notices on our websites, by delivering notifications through our mobile applications or through other electronic means. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. We also reserve the right to store your emails and associated general seller/user information for our records and our legitimate business use including for purposes of marketing and sales communication.

Copyright.

 

All content included in or made available through the Services, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Underground Threads and/or Fulfill Engine and/or Direct Print IQ or its content suppliers and protected by United States and international copyright laws. The compilation of all content included in or made available through any Underground Threads and/or Fulfill Engine and/or Direct Print IQ Service is the exclusive property of Underground Threads and/or Fulfill Engine and/or Direct Print IQ and protected by U.S. and international copyright laws. All software used on this Underground Threads and/or Fulfill Engine and/or Direct Print IQ website is the property of Underground Threads and/or Fulfill Engine and/or Direct Print IQ or its software suppliers and protected by United States and international copyright laws.

 

Trademarks.

Underground Threads and/or Fulfill Engine and/or Direct Print IQ, the Services, the Underground Threads and/or Fulfill Engine and/or Direct Print IQ and Underground Threads and/or Fulfill Engine and/or Direct Print IQ Services logos, and other graphics, logos, page headers, button icons, scripts, and product and service names included in or made available through any Underground Threads and/or Fulfill Engine and/or Direct Print IQ Service are trademarks or trade dress of Underground Threads and/or Fulfill Engine and/or Direct Print IQ in the United States and other countries. Underground Threads and/or Fulfill Engine and/or Direct Print IQ’s trademarks and trade dress may not be used in connection with any product or service that is not Underground Threads and/or Fulfill Engine and/or Direct Print IQ’s, in any manner that is likely to cause confusion among users, or in any manner that disparages or discredits Underground Threads and/or Fulfill Engine and/or Direct Print IQ. All other trademarks not owned by Underground Threads and/or Fulfill Engine and/or Direct Print IQ that appear in any Underground Threads and/or Fulfill Engine and/or Direct Print IQ Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Underground Threads and/or Fulfill Engine and/or Direct Print IQ.

Patents.

 

One or more patents owned by Underground Threads and/or Fulfill Engine and/or Direct Print IQ, if applicable, apply to Underground Threads and/or Fulfill Engine and/or Direct Print IQ Services and to the features and services accessible via Underground Threads and/or Fulfill Engine and/or Direct Print IQ Services. Portions of Underground Threads and/or Fulfill Engine and/or Direct Print IQ Services may operate under license of one or more patents.

 

License and Access.

Subject to your compliance with these Terms of Use and your payment of any applicable fees, Underground Threads and/or Fulfill Engine and/or Direct Print IQ, LLC grants you a limited license to access and make personal use of this Underground Threads and/or Fulfill Engine and/or Direct Print IQ website and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of Underground Threads and/or Fulfill Engine and/or Direct Print IQ. This license does not include any resale or commercial use of any Underground Threads and/or Fulfill Engine and/or Direct Print IQ Services its contents; any derivative use of any Underground Threads and/or Fulfill Engine and/or Direct Print IQ Services or its contents; or any use of data mining, robots, or similar data gathering and extraction tools. This Underground Threads and/or Fulfill Engine and/or Direct Print IQ Service or any portion of this Underground Threads and/or Fulfill Engine and/or Direct Print IQ Service may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Underground Threads and/or Fulfill Engine and/or Direct Print IQ without our express written consent. You may not use any meta tags or any other ‘hidden text’ utilizing Underground Threads and/or Fulfill Engine and/or Direct Print IQ’s names or trademarks without our express written consent. Any unauthorized use terminates the permission or license granted by Underground Threads and/or Fulfill Engine and/or Direct Print IQ, LLC. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of the website. Underground Threads and/or Fulfill Engine and/or Direct Print IQ.com so long as the link does not portray Underground Threads and/or Fulfill Engine and/or Direct Print IQ, or its products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any logo or other proprietary graphic or trademark of Underground Threads and/or Fulfill Engine and/or Direct Print IQ as part of the link without our express written permission.

 

Your Account.

If you use any Underground Threads and/or Fulfill Engine and/or Direct Print IQ Services, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computers and other applicable devices, and you agree to accept responsibility for all activities that occur under your account or password under our site or our software. Underground Threads and/or Fulfill Engine and/or Direct Print IQ Services are not intended for use by children. If you are under 18, you may use Underground Threads and/or Fulfill Engine and/or Direct Print IQ Services only with involvement of a parent or guardian. Underground Threads and/or Fulfill Engine and/or Direct Print IQ reserves the right to refuse service, terminate accounts, or remove or edit content in its sole discretion.

 

Applicable Law.

By using any Underground Threads and/or Fulfill Engine and/or Direct Print IQ Service, you agree that the laws of the State of South Carolina together with the South Carolina Uniform Arbitration Act (if applicable) and other applicable United States federal law governing interstate commerce (see Para. 23) with regard to the Federal Arbitration Act (FAA), without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods, will govern these Terms of Use and any dispute of any sort that might arise between you and Underground Threads and/or Fulfill Engine and/or Direct Print IQ.

 

Disputes: Arbitration.

In the event the parties are not able to resolve any dispute arising between them arising out of or concerning the provisions herein, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to either State law and/or the Federal Arbitration Act (whichever may apply whether intrastate or interstate commerce) for application of the proper arbitration jurisdiction determination). The parties agree that arbitration shall be conducted by one (1) single arbitrator through the American Arbitration Association selected by the parties, in the County of Charleston, South Carolina. The award delivered shall be final and binding on both parties and judgment entered upon any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises of these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney fees. The parties agree to resolve any disputes among them through arbitration only and agree to waive any other action that may be available to them to settle these differences and disputes. This arbitration provision shall survive the termination of these Terms of Conditions.

 

Changes in Terms.

Underground Threads and/or Fulfill Engine and/or Direct Print IQ reserves the right, in its discretion, to change the Terms under which these services are offered. The most current Terms of Use supercede any previous versions. We encourage you to periodically review the Terms to stay informed of updates.

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