Please read this Agreement carefully before using the Services. By using the website https://www.netbase.com (the "Site"), and applications, features and other content (collectively, the "Services") offered by OpenCommerce Inc ("ShopBase Network"), you signify your assent to become bound by the terms and conditions of this Agreement. If you do not agree to all the terms and conditions of this Agreement, you do not have any right to use the Services.
The Services are accessed by you ("User" or "you") under the following terms and conditions.
Subject to the terms and conditions of this Agreement, ShopBase Network may provide the Services, which are selected by you, solely for your own use, and not for the use or benefit of any third party. Services shall include, but not be limited to, the offering of any materials displayed or performed on the Site and related features (including, but not limited to text, data, software, graphics, photographs, images, illustrations, audio clips and video clips, also known as the "Content"). ShopBase Network may change, suspend or discontinue the Services for any reason, at any time, including the availability of any feature or Content. ShopBase Network may also restrict your access to parts or all of the Services without notice or liability. ShopBase Network may modify this Agreement at any time by posting a notice on the Services, or by sending you a notice via email or postal mail. You shall be responsible for reviewing and becoming familiar with any such modifications. Your use of the Services following such notification constitutes your acceptance of the terms and conditions of this Agreement as modified. If at any time you do not agree to these terms and conditions, you must terminate your use of the Services. You will still remain liable for any obligations incurred or charges accrued on or before the date of termination.
You certify to ShopBase Network that you are at least 18 years of age. You also certify that you are legally permitted to use the Services and access the Site. If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind such an entity to this agreement, in which case the terms "you" or "your" shall refer to such entity. This Agreement is void where prohibited by law, and the right to use the Services is revoked in such jurisdictions.
ShopBase Network will use reasonable efforts to ensure that the Services are available twenty-four hours a day, seven days a week. However, there will be occasions when the Services will be interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment. Every reasonable step will be taken by ShopBase Network to minimize such disruption where it is within ShopBase Network's reasonable control. ShopBase Network will not be liable in any event to you or any other party for any suspension, modification, discontinuance or lack of availability of the Site, the Services, your Customer Data or Results (as defined herein) or other content.
You shall not store any significant portion of the Content in any form. Copying or storing of any Content for other than personal, noncommercial use is expressly prohibited without prior written permission from ShopBase Network, or from the copyright holder identified in such Content's copyright notice. All trademarks, service marks, and trade names which appear on the Services are proprietary to ShopBase Network or third parties. You shall abide by all copyright notices and restrictions contained in any Content accessed through the Services.
In using the Services to create a listing and offer an item for sale and/or offer a service (as the case may be), you agree to comply with the following:
User Generated Content ("UGC") refers to the content added by users as opposed to content created by the Site. All content uploaded to ShopBase Network by our users (Buyers and Sellers) is User Generated Content. ShopBase Network does not check user uploaded/created content for appropriateness, violations of copyright, trademarks, other rights or violations and the user uploading/creating such content shall be solely responsible for it and the consequences of using, disclosing, storing, or transmitting it. By uploading to, or creating content on, the ShopBase Network platform, you represent and warrant that you own or have obtained all rights, licenses, consents, permissions, power and/or authority, necessary to use and/or upload such content and that such content or the use thereof in the Site does not and shall not (a) infringe or violate any intellectual property, proprietary or privacy, data protection or publicity rights of any third party; (b) violate any applicable local, state, federal and international laws, regulations and conventions; and/or (c) violate any of your or third party’s policies and/or terms of service. We invite everyone to report violations together with proof of ownership as appropriate. Reported violating content may be removed or disabled.
Furthermore,ShopBase Network is not responsible for the content, quality or the level of service provided by the Sellers. We provide no warranty with respect to the Listings, their delivery, any communications between Buyers and Sellers. We encourage users to take advantage of our rating system, our community and common sense in choosing appropriate services.
By offering a service, the Seller undertakes that he/she has sufficient permissions, rights and/or licenses to provide, sell or resell the service that is offered on ShopBase Network. Sellers advertising online listings must comply with laws and terms of service of the advertising platform or relevant website used to advertise. Failing to do so may result in removal of the Listing, as applicable, and may lead to the suspension of Seller's account.
For specific terms related to Intellectual Property rights and for reporting claims of copyright infringement (DMCA notices) or trademark infringement - please see our Intellectual Property Claims Policy which forms an integral part of these Terms of Service. Note that it is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.
At ShopBase Network, we are very excited to support our ShopBase Network merchants and to help them produce great custom products and a great experience for their buyers. In our efforts, we are also committed to protecting the rights of individuals and companies with respect to the content published on the ShopBase Network service.
Third party rights are based on a range of laws and legal standards that can be confusing. Those rights are each very different from the other and are often misunderstood. We have created this guide to provide very high-level information about certain types of legal rights and to help ShopBase Network merchants understand what is permissible on the service.
We have described some key rights below (trademark, copyright and right of publicity). In reality, the legal analysis for each of these rights is much more detailed and complex than our summary below. Still, we hope the information below is useful and will provide some guidance for creation of permitted products on the ShopBase Network service.
What is trademark?
A trademark is a word or symbol that indicates the “origin of goods,” meaning it allows consumers to identify the company that is ultimately responsible for a particular product. It is also intended to tell consumers about the quality and desirability of the product itself, so consumers are hopefully more likely to buy it. When a consumer sees the “BMW” mark on a car, there is a lot they will assume about the engineering, comfort and enjoyment they will have driving the car. That connection between the trademark (“BMW”) and the perceived qualities of the product (luxury, power, engineering excellence) has a lot of value in the market. Companies invest a great deal of time and money in developing that association between their mark and the products, because it can have a significant impact on sales. Reputation and brand mean a lot. The value itself is something companies work hard to protect.
What are trademark rights?
The concept behind trademark rights is that the owner of the mark has the legal right to stop people from trading off of the value of the company’s brand and reputation. They can do so by stopping the use of any confusingly similar trademark. So if an unknown car company wants to use the mark “VMW” to identify their new car, BMW will be able to stop them from doing so based on the similarity of the marks themselves and the goods they are used to identify. Often trademark owners will also secure rights in other related goods that they want to sell – for example, t-shirts.
What does trademark mean for ShopBase Network merchants?
ShopBase Network merchants are not allowed to use third party trademarks unless they have permission. ShopBase Network conducts preventive reviews of all products to help ensure third party rights are not violated.
Copyright has existed for hundreds of years (it even predates the US Constitution). The underlying idea is to give merchants of certain works the right to control the reuse and distribution of that work (whether an exact copy or a modified version).
Copyright law says that a work has to be "original" to be protected. "Original" doesn’t mean innovative. "Original" in the legal sense means that the creator didn’t copy anyone else. Under copyright law, you are not entitled to use someone else’s work as a basis for your own. You have to originate your own works, creating them from scratch. For example, in one famous case, a photographer was found to have copied the photograph of another artist even though he used a different model and location. The details of the second photograph were so similar to the first (the look, layout and subject matter) that the court found copyright infringement.
Copyright is intended to strike a balance between freedom to be inspired and protection for those who create. For example, facts are not covered by copyright. Utilitarian works, such as instructions or recipes, are not covered. Everyone is free to use ideas and information. Copyright only extends to the unique expression of ideas, not the idea itself.
Copyright is not intended to limit sharing of ideas and does not cover the underlying idea itself. So the painter of a landscape can’t stop other people from painting landscapes. They can only stop other artists from using their specific painting as a basis for another work.
Though copyright does not cover ideas, to the extent the idea can be expressed in many different ways, each expression will be protected by copyright. But the components of expression, such as individual words and phrases or individual shapes and design elements, are not protected. The expression has to extend beyond the individual components. The simpler the design, the less protection provided by copyright.
What does it mean for ShopBase Network merchants?
ShopBase Network merchants are not allowed to use third party copyrighted works unless they have permission.
Right of publicity is very different from the legal rights provided by trademark and copyright and is a much simpler concept. Right of publicity is the right of famous people to control the commercial use of their name or likeness. So Taylor Swift has the right to decide whether her name or face will appear in a product advertisement.
Right of publicity is really a subset of the larger right of privacy that applies to all people. In the context of marketing and merchandise, that means each person is entitled to control the use of their name and image in a commercial context.
In keeping with the right of publicity and privacy laws, ShopBase Network will not be able to print shirts that include the name or likeness of any individual, including celebrities, unless we are instructed otherwise by the individual or their agent.
If you believe that your content has been used in a way that constitutes an infringement of your rights, please notify ShopBase Network by filling out our Notice and Takedown Report Form. Your complaint must include the following important information:
In order to expedite the process, all IP claims must be submitted via our Notice and Takedown Report Form. In the event you have technical difficulties with the form, you can file a complaint with ShopBase Network’s Designated Agent for complaints at: mod@ShopBase Network.com. Notice and Takedown Reports filed via ShopBase Network’s Designated Agent will not be accepted unless they contain all the required information indicated above.
IMPORTANT NOTICE: Your claim, including the personal contact information you provide, will be forwarded directly to the complainant.
If Your Work Has Been Included in a Notice and Takedown Report
If ShopBase Network has received a valid Notice and Takedown Report https://www.shopbase.com/dmcareport which specifically includes one or more of your works, the noted works will be removed, including the product images, description, url, etc.
The Notice and Takedown Report that has been received may or may not have also included other works by other artists, and by removing the work, we are not stating that your work does or does not infringe copyright, trademark or publicity rights law.
We must act on reports filed in accordance with our IP/Publicity Rights Policy.While the work may not have been a direct copy of someone else's work, it may contain elements, logos, or personal likenesses which may infringe on another's rights.
If you believe a report was in error or should not apply to your work, you have the right to lodge a counter-notification.
We do apologize that we are legally not able to provide individual copyright, trademark or publicity rights advice, or give personal opinions on these matters.
We recommend that you research the relevant copyright, trademark and publicity rights laws and their application to your work or consult an IP specialist if you are unsure why your specific work may have been included in a Notice and Takedown Report
Filing a Counter Notice
If you believe that removal of the content is the result of a mistake (for example, that you have authorization) or misidentification, you can send us a counter notice through our counter notice form (https://forms.gle/vZoAvQZUMjj4WCiv6).
Such counter notice must provide the following information:
In order to expedite the process all counter notice claims must be submitted via our Counter-Notification Form. In the event you have technical difficulties with the form, you can file your Counter Notice with ShopBase Network’s Designated Agent at: mod@ShopBase Network.com. Counter Notices filed via ShopBase Network’s Designated Agent will not be accepted unless they contain all the required information indicated above.
If we receive your counter notice but your work does not comply with the ShopBase Network Terms of Service, IP/Publicity Rights Policy, Acceptable Use Policy, and/or any other ShopBase Network Policy, we may inform you that we are not be able to reinstate your work. We may also request further information from you in order to determine whether the work can be reinstated.
If we determine that we are able to reinstate your work, we will forward your counter notice directly to the complainant, which will include your personal contact information. At that time the complainant may take legal court action against you in the United States. If, after 14 days, the complainant has not taken legal action against you, you may contact us to request that we reinstate your work. If your work otherwise complies with our User Agreement and IP/Publicity Rights Policy, we may reinstate your work at that time.
ShopBase Network has no special relationship with or fiduciary duty to you. You acknowledge that ShopBase Network has no control over, and no duty to take any action regarding: which users gain access to the Services; what Results you may obtain via the Services; what affects the Content may have on you; how you may interpret or use the Results; or what actions you may take as a result of having been exposed to the Content. You release ShopBase Network from all liability for your having acquired or not acquired Content and Results through the Services. ShopBase Network does not manage or control any business or individual that you may interact with through the Services, and ShopBase Network accepts no responsibility or liability for any act or omission by such entity. You hereby waive any and all legal or equitable rights or remedies you have or may have against ShopBase Network with respect to acts and omissions by such entities.
The Services may contain, or direct you to sites containing, information that some people may find offensive or inappropriate. ShopBase Network makes no representations concerning any content contained in or accessed through the Services, and ShopBase Network will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services. THE SERVICES, CONTENT, RESULTS, SITE AND ANY SOFTWARE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
TO THE FULLEST EXTENT ALLOWED BY LAW, ShopBase Network DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, RELIABILITY, AVAILABILITY, COMPLETENESS, LEGALITY OR OPERABILITY OF THE MATERIAL PROVIDED THROUGH THE SERVICES. BY USING THE SERVICES, YOU ACKNOWLEDGE THAT ShopBase Network IS NOT RESPONSIBLE OR LIABLE FOR ANY HARM RESULTING FROM (1) USE OF THE SERVICES; (2) DOWNLOADING INFORMATION CONTAINED ON THE SERVICES; (3) UNAUTHORIZED DISCLOSURE OF IMAGES, INFORMATION OR DATA THROUGH THE SERVICES; AND (4) THE INABILITY TO ACCESS OR RETRIEVE ANY RESULTS FROM THE SERVICES, INCLUDING, WITHOUT LIMITATION, HARM CAUSED BY VIRUSES OR ANY SIMILAR DESTRUCTIVE PROGRAM.
As a condition to using Services, you may be required to supply ShopBase Network with certain registration information. You shall provide ShopBase Network with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in termination of your access to and use of the Services. You shall never use another User's account or registration information, for ShopBase Network's or any third party services you access through ShopBase Network, without permission. ShopBase Network reserves the right to refuse registration of or cancel an account in its discretion. You shall be responsible for maintaining the confidentiality of your ShopBase Network password and for all activity of any person who accesses the Services using your password.
You irrevocably authorize ShopBase Network to disclose your personally identifiable information or the personally identifiable information of your end users collected by ShopBase Network at the request of any state, federal or other governmental agency or in response to any judicial process (including, without limitation, a subpoena).
You will indemnify and hold ShopBase Network, its directors, officers, employees, agents, and representatives harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of your access to or use of the Services, your violation of this Agreement, or your infringement, or the infringement by any third party using your registration information, of any intellectual property, or other right of any person or entity, including but not limited to any third party claims relating to your disclosure of end personally identifiable information of your end users to ShopBase Network.
IN NO EVENT SHALL ShopBase Network, ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, MEMBERS, AGENTS AND REPRESENTATIVES BE LIABLE WITH RESPECT TO THE SERVICES FOR (A) ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND; (B) DAMAGES FOR LOSS OF USE, PROFITS, DATA, IMAGES, CUSTOMER DATA OR OTHER INTANGIBLES; © DAMAGES FOR UNAUTHORIZED USE, NON-PERFORMANCE OF THE SITE, ERRORS OR OMISSIONS; OR (D) DAMAGES RELATED TO DOWNLOADING OR USING RESULTS. ShopBase Network'S LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO YOUR CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
Neither party may terminate the Services at any time by notifying the other party by any means. ShopBase Network may also terminate or suspend any and all Services immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Any fees paid hereunder are non-refundable. Upon any such termination, your right to use the Services and access Results will immediately cease. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnification obligations, and limitations of liability.
A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Any cause of action arising out of or related to the Services must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
This Agreement shall be governed by and construed in accordance with the laws of Singapore. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by the state and federal courts located in Singapore. Use of the Services is not authorized in any jurisdiction that does not give effect to all provisions of this Agreement, including without limitation, this section.