SHOPBASE TERMS OF SERVICE

Please read this Agreement carefully before using the Services. By using the website http://ShopBase.com (the "Site"), and applications, features and other content (collectively, the "Services") offered by ShopBase, Inc. ("ShopBase"), 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, owned and operated by ShopBase, collect user and usage data to enable website and application owners to send e-mail messages efficiently to consumers based on their behavior. This Agreement applies to all users of the Services. Your use of the Services is an acknowledgment that you understand and agree to be bound by this Agreement, any fees applicable to you, any additional guidelines, ShopBase's Privacy Policy and Anti-Spam Policy, and any future modifications of this Agreement.

The Services are accessed by you ("User" or "you") under the following terms and conditions:

1. ACCESS TO THE SERVICES

Subject to the terms and conditions of this Agreement, ShopBase 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 may change, suspend or discontinue the Services for any reason, at any time, including the availability of any feature or Content. ShopBase may also restrict your access to parts or all of the Services without notice or liability. ShopBase may modify this Agreement at any time by posting a notice on the Services, or by sending you a notice via e-mail 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 that if you are an individual (i.e., not a corporation) 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 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 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 to minimize such disruption where it is within ShopBase's reasonable control. ShopBase 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.

2. 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, 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 or third parties. You shall abide by all copyright notices and restrictions contained in any Content accessed through the Services.

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, 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 or third parties. You shall abide by all copyright notices and restrictions contained in any Content accessed through the Services.

3. DMCA

In accordance with the DMCA, we’ve adopted the policy below toward copyright infringement. We reserve the right to (1) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users and (2) remove and discontinue service to repeat offenders.

Remember that your use of ShopBase’s Services is at all times subject to the Terms of Use, which incorporates this Copyright Dispute Policy. Any terms we use in this Policy without defining them have the definitions given to them in the Terms of Use.

A. Understanding Intellectual Property - The Basics

At ShopBase, we are very excited to support our ShopBase 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 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 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 service.

1. Trademark

What is a 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 merchants?

ShopBase merchants are not allowed to use third party trademarks unless they have permission. ShopBase conducts preventive reviews of all products to help ensure third party rights are not violated.

2. Copyright

Copyright protection

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 merchants?

ShopBase merchants are not allowed to use third party copyrighted works unless they have permission.

3. Right of Publicity and Right of Privacy

Right of publicity is very different than 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 right of publicity and privacy laws, ShopBase 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.

B. Notice and Takedown Procedure - How to File an Intellectual Property Complaint
Notice and Takedown Procedure - Reports and Complaints

If you believe that your content has been used in a way that constitutes an infringement of your rights, please notify ShopBase by filling out our Notice and Takedown Report Form. Your complaint must include the following important information:

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the relevant matter
  • A description of the matter claimed to have been infringed
  • The URL (or URLs) identifying where the claimed infringing content is located on the ShopBase site.
  • Your address, telephone number, and email address
  • The date you first created the work
  • The date and manner in which you first made the work public or used the work in commerce
  • A statement by you that you have a good faith belief that the disputed use is not authorized by the owner, its agent, or the law
  • A statement by you, made under penalty of perjury, that:
  • the above information is accurate; and
  • you are authorized to act on behalf of the owner of the rights involved
  • Electronic documents, images or links to URLs establishing the following:
  • A copy of the work
  • The date you first created the work or used the work in commerce
  • The date and manner in which you first made the work public
  • Any other documents or information supporting your claim (i.e. trademark or copyright registration information, proof of ownership/authorization to act, etc.)

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’s Designated Agent for complaints at: [email protected] Notice and Takedown Reports filed via ShopBase’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 has received a valid Notice and Takedown Report ( https://forms.gle/PNdBnx542nEPi1iK8 ) which specifically includes one or more of your works, the noted works will be removed.

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 have 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:

  • An electronic or physical signature of the person authorized to act on behalf of the owner of the relevant matter
  • A description of the content which we have removed, including the URL on which the content was located on the ShopBase site
  • Your address, telephone number, and email address
  • A statement by you that you consent to the jurisdiction of the Federal District Court, San Francisco County, California, United States and that you will accept service of process from the person who provided notification described above or an agent of such person
  • A statement by you that, under penalty of perjury, you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled
  • A description of the factual and/or legal reasons why you believe that the material should not have been removed
  • Electronic documents, links, images or URL which support your claim (i.e. trademark registration information, copyright registration information, proof of your prior use, etc.)

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’s Designated Agent at: [email protected] Counter Notices filed via ShopBase’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 Terms of Service, IP/Publicity Rights Policy, Acceptable Use Policy, and/or any other ShopBase 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.

IV. RESULTS

Unless otherwise agreed by the parties and subject to ShopBase's rights set forth in this Section 4, you shall own all right, title and interest (including all intellectual property and other proprietary rights) in and to all data developed using your Customer Data during the performance of the Services and delivered to you by ShopBase ("Results"). Results are works made for hire to the extent allowed by law, and ShopBase makes all assignments to you necessary to accomplish the foregoing ownership. You hereby grant ShopBase a limited, non-exclusive right (i) to disclose your Results to ShopBase's employees and agents solely as required for them to provide ShopBase with their products and services, and (ii) to disclose your Results to comply with court order, law, or direction by a governmental or regulatory agency (in which event, ShopBase will use reasonable efforts to provide prior written notice to you of such disclosure and the opportunity to object to such disclosure or to seek confidential treatment of such data), and (iii) to use your Results to operate, manage, and maintain the Services, and to improve the Services' ability to deliver web and application analytics services to you. ShopBase may compile and analyze Results and prepare reports and other work product using the aggregate Results compiled from you and other customers. Notwithstanding anything in this Agreement, ShopBase shall have exclusive ownership rights to, and the exclusive right to use, such compiled Results for any purpose, including, but not limited to advertising, marketing, and improvement of the Services. ShopBase shall not distribute compiled Results in a manner that identifies you without first obtaining your prior written consent.

ShopBase has no obligation to store any Results after delivery of such Results to you. ShopBase reserves the right to withhold, remove or discard Results without notice for any breach of this Agreement by you, including, without limitation, your non-payment of fees due hereunder. Upon termination of this Agreement for your breach, ShopBase shall have no obligation to maintain or forward any Results to you.

V. RESTRICTIONS

You are responsible for all of your activity in connection with the Services. You may not post or transmit, or cause to be posted or transmitted, any communication designed or intended to obtain password, account, or private information from any ShopBase user. ShopBase will not be liable for any failures in the Services or other problems which are related to your Customer Data or any equipment or service outside of ShopBase's facilities or control. You shall not use any part of the Site or Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store material that is deemed threatening or obscene, or engage in any kind of illegal activity. You will not run Maillist, Listserv, any form of auto-responder, or spam on the Site or through the Services. You will use the Services only in compliance with all applicable laws (including but not limited to policies and laws related to spamming, privacy, intellectual property, consumer and child protection, obscenity, or defamation). You represent, warrant and covenant that your use of the Services shall at all times comply with ShopBase's Anti-Spam Policy, as may be amended by ShopBase from time to time, and you will not access or use third party mailing lists in connection with preparing or distributing e-mail through the Services.

VI. WARRANTY DISCLAIMER

ShopBase has no special relationship with or fiduciary duty to you. You acknowledge that ShopBase 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 effects 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 from all liability for your having acquired or not acquired Content and Results through the Services. ShopBase does not manage or control any business or individual that you may interact with through the Services, and ShopBase 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 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 makes no representations concerning any content contained in or accessed through the Services, and ShopBase 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 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 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.

VII. THIRD PARTY SITES AND SERVICES

Users of ShopBase may gain access from the Services to third party sites on the Internet. Third party sites or services are not within the supervision or control of ShopBase. ShopBase makes no representations or warranties about any third party site or resource, and does not endorse the products or services offered by third parties. ShopBase disclaims all responsibility and liability for content on third party websites. You hereby irrevocably waive any claim against ShopBase with respect to third party content. Third party providers of ancillary services may require your agreement to additional or different license or other terms prior to your use or access of their sites or services. Any such agreement shall not in any way modify your Agreement here with ShopBase.

VIII. REGISTRATION AND SECURITY

As a condition to using Services, you may be required to supply ShopBase with certain registration information. You shall provide ShopBase 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's or any third party services you access through ShopBase, without permission. ShopBase 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 password and for all activity of any person who accesses the Services using your password.

You irrevocably authorize ShopBase to disclose your personally identifiable information or the personally identifiable information of your end users collected by ShopBase at the request of any state, federal or other governmental agency or in response to any judicial process (including, without limitation, a subpoena).

IX. INDEMNITY

You will indemnify and hold ShopBase, 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.

X. LIMITATION OF LIABILITY

IN NO EVENT SHALL SHOPBASE, 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'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.

XI. TERMINATION FEES

Neither party may terminate the Services at any time by notifying the other party by any means. ShopBase 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.

ShopBase may charge a monthly subscription fee for use of the Services. In the event you purchase paid Services, your credit card will be charged based on our policy. You may cancel your ShopBase subscription at any time, but once you have been charged a subscription fee, there are no refunds, partial or in full, for that fee.

XII. PRIVACY

Please review our Privacy Policy, which governs the use of personal information by ShopBase and to which you agree to be bound as a user of the Services.

XIII. DISPUTE RESOLUTION

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.

XIV. MISCELLANEOUS

The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. ShopBase shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond ShopBase's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with ShopBase's prior written consent. ShopBase may transfer, assign or delegate this Agreement and any or all of its rights and obligations without consent. ShopBase may publicly disclose in writing that customers who purchase paid Services are customers and may use their trademarks, service marks or trade name solely in connection with such disclosures. This Agreement (including the Privacy Policy and Anti-Spam Policy) is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority to bind ShopBase in any respect whatsoever. Any notice that is required or permitted by this Agreement shall be in writing and shall be deemed effective upon receipt, when sent by confirmed e-mail to [email protected]

Copyright 2019 ShopBase, Inc. All rights reserved.