5. Chat
In order to facilitate communication between members of our User community, VEGUSCUSTOMSHOP offers messaging (i.e., email, messaging, video and Chat) functions that can be used between Users on certain parts of the Site, including our new Chat function ("Chat").
5.1. Chat may allow Users to communicate via text, voice, video and/or other media. All text and/or any other media you input or upload in Chat shall be considered “Content,” as defined in Section 1.2 hereof.
5.2. All community rules described in Section 4 (Community) shall apply to your conduct on and through Chat.
- 5.2.1. You acknowledge that VEGUSCUSTOMSHOP will not pre-screen submitted Chat Content, and that you may be exposed to Content you find offensive or inappropriate. You will have the ability to (i) block any User from Chatting with you, and/or (ii) report that User to VEGUSCUSTOMSHOP.
- 5.2.2. If VEGUSCUSTOMSHOP decides, in its sole discretion, that your conduct on Chat violates this User Agreement, veguscustomshop may take action to enforce the Agreement, including but not limited to banning your ability to utilize Chat on the Site, and/or terminating your Account.
5.3. Users must have a valid veguscustomshop Account in order to participate in Chat, and Chats shall be between User Accounts (i.e., not between Stores). When using Chat, the name registered to your veguscustomshop Account will be visible to other Chat participants.
5.4. You should have no expectation of privacy when using Chat. Depending on the settings for each Chat, Content submitted may be viewable and/or editable by other Users, and by veguscustomshop. Chat sessions may be recorded and stored by veguscustomshop for up to ninety (90) days. Your use of Chat is consent to be recorded in this manner.
6. Collaborate:
6.1. In order to facilitate cooperative Content creation between Users on the Site, veguscustomshop offers a collaboration function that can be used between Users on certain parts of the Site (“Collaboration”).
6.1.1. The Collaboration function allows Users to invite other Members to work together to create Content.
6.1.2. When using Collaboration, the name registered to your veguscustomshop Account will be visible to other Collaborators (as defined below), and Collaboration sessions may be recorded and stored for up to ninety (90) days. Your use of Collaboration is consent to be recorded in this manner.
6.1.3. Members may use Chat to aid in their Collaboration.
6.1.4. Any text and/or other media uploaded by Members (“Assets”) who participate in a certain Collaboration (each, a “Collaborator”) shall be considered “Content,” as defined in Section 1.2 hereof.
6.1.5. Content resulting from a Collaboration, whether a “final” product or in-progress, shall be “Collaborative Content”.
6.1.6. Collaborators may create non-Public (i.e., for purchase by the Collaborator, not posted for sale on the Site) Products using the Collaborative Content.
6.1.7. Collaborations that utilize Public Products:
- 6.1.7.1. Collaborative Content may not be published on the Site (i.e., create “new” Public Products) if it utilizes Public Products by either: (i) being based upon Primary Content, or (ii) integrating Secondary Content.
- 6.1.7.2. Collaborators do not obtain any copyrights to public products that may be used in a collaboration.
6.1.8. Collaborations that utilize only User Content (i.e., non-Public Products):
-
6.1.8.1. The copyright to any Collaborative Content that results from a "new" Collaboration, whether a “final” product or in-progress (collectively, “Collaborative Content”) (i.e., starting from a blank template and not utilizing any Public Product(s), may be jointly owned by all Collaborators under 17 U.S. Code Title 17, but each hereby agrees that the right to exploit the copyright to the collaborative content on the site, as a "Public" Product shall be exclusive to the initiator of the Relevant collaboration session (“collaboration initiator”). Each collaborator hereby grants to the collaboration initiator a nonexclusive, perpetual, worldwide, sublicensable and transferable right and license to use, copy, reproduce, prepare derivative works of, modify, publicly display, perform and distribute assets as contained in the collaborative content on the site.
- 6.1.8.1.1. The Collaboration Initiator is only granted the aforementioned rights in the Collaborative Content, and not separately to any of the Assets provided by any other Collaborators.
- 6.1.8.1.2. Collaborators who are not the collaboration initiator hereby agree that they will not upload the collaborative content to the site as a public product, and that doing so could be grounds for veguscustomshop, in its sole discretion, to delete such product and/or take other action up to and including deletion of such collaborator’s veguscustomshop account.
6.2. veguscustomshop LIVE: veguscustomshop LIVE is a new offering/program, as defined under Section 9 hereof, that utilizes Collaboration and is governed by the veguscustomshop LIVE User Agreement.
7. Social Media
7.1. veguscustomshop may seek to promote its community and the Site by featuring your Content — on Products, videos, photos, or the like — on various social media platforms. In addition to the rights you grant to veguscustomshop in this User Agreement and in the Designer License Agreement, you agree that your use of any variation of the hashtag(s) #veguscustomshop ShowandTell and/or #veguscustomshop Made in your social media post(s) grants veguscustomshop the right and license to use that social media post and its contents in any of veguscustomshop's social media channels, on the Site, and on affiliate channels.
7.2. Any image(s), accompanying text, social media handle, name, likeness, image, inquiries, feedback, suggestions, ideas or other information you provide to us by using any variation of the hashtag #veguscustomshop ShowandTell and/or #veguscustomshopshop Made (collectively, "Tagged Media") will be treated as non-proprietary and non-confidential. For good and valuable consideration, the receipt and sufficiency of which you hereby acknowledge, by uploading, posting, e-mailing or otherwise submitting Tagged Media to veguscustomshop, its social media account(s) and/or the Site, you grant, and you represent and warrant that you have the right to grant, to veguscustomshop an irrevocable, perpetual, non-exclusive, royalty-free, worldwide license to use, telecast, copy, perform, display, reproduce, edit, distribute, copy, change, modify, add to, subtract from and otherwise exploit the Tagged Media, or any portion thereof, in any manner (including without limitation promotional and advertising purposes) and in any media now known or hereafter devised, and to prepare derivative works of, or incorporate into other works, such Tagged Media, and to grant and authorize sublicenses of the foregoing without any compensation to you or to any third party. For the sake of clarity, this license does not allow veguscustomshop to use your Tagged Media to create a Public Product.
7.3. You also acknowledge that your Tagged Media will not be returned and veguscustomshop may use your Tagged Media, and any ideas, concepts or know-how contained therein or derived therefrom, for any purpose including advertising, promotional, marketing, publicity, trade or commercial purposes, without attribution, and without the requirement of any permission from or payment or other form of consideration to you or to any other person or entity.
7.4. By providing veguscustomshop with the Tagged Media, you warrant and represent that:
- (i) you are eighteen (18) years of age or older;
- (ii) each person in the Tagged Media has given their written permission and consent to be included in the Tagged Media and displayed publicly on the Site and any veguscustomshop social media sites and marketing materials and advertising and that you shall furnish such permission and consents promptly to veguscustomshop upon request; and
- (iii) you agree to indemnify veguscustomshop and its affiliates for all claims arising from or in connection with any claims to any rights in any tagged Media or any damages arising from any Tagged Media.
7.5. Instagram®, Twitter®, and other similar social media forums are registered trademarks of their respective companies and not affiliated with veguscustomshop. Any Tagged Media via these or other similar social media sites are subject to all rules and regulations of such sites.
7.6. If you choose to submit your photo via mobile phone, standard data rates may apply.
9. New Programs:
veguscustomshop may introduce programs, features and Products, to specific Users or to the Site at large. At the time of release, veguscustomshop will publish the governing terms and conditions. You agree that you will be subject to such new terms and conditions to the extent that you participate in such new programs or use such new Products.
10. Extended Offerings:
veguscustomshop may offer your Products for sale via listings managed by veguscustomshop-owned accounts on other websites (collectively, "Extended Offerings"). Royalties for Extended Offerings will be calculated on the basis of the amount received by veguscustomshop. You will have the option to opt out of such Extended Offerings in your Account settings.
11. Age and Geographic Restrictions:
11.1. You must be at least thirteen (13) years of age to use this Site. Please contact us if you have any concerns or questions about this restriction.
11.2. Certain veguscustomshop Products may only be shipped to limited geographic regions/countries.
12. International Access:
12.1. This Site may be accessed from countries other than the United States. This Site may contain Products or references to Products that are not available outside of the United States. Any such references do not imply that such Products will be made available outside the United States. If you access and use this Site outside the United States you are responsible for complying with your local laws and regulations.
12.2. You agree that veguscustomshop can translate, as accurately as reasonably possible, text and information that you provide into other languages for use on our foreign domains. We do not guarantee the accuracy of such translations.
13. Death or Incapacity:
13.1. In the unfortunate event that a member of our Maker and Designer community who is a natural person dies or becomes permanently incapacitated, veguscustomshop will take all necessary steps to work with their successors and assigns. However, veguscustomshop will need the following documentation from such deceased or incapacitated community member's successors, assigns or their legal representatives for verification purposes:
- 13.1.1. Death Certificate;
- 13.1.2. Proof of Succession;
- 13.1.3. Power of Attorney.
13.2. In cases of members that are entities and if such entities cease to exist on account of dissolution, winding up, appointment of a receiver or bankruptcy, we will require the following documentary evidence:
- 13.2.1. Appointment of a receiver;
- 13.2.2. Dissolution;
- 13.2.3. Bankruptcy proceedings;
- 13.2.4. Winding up proceeding.
13.3. Please notify us as soon as possible should you become aware of the death, incapacitation, dissolution, winding up or bankruptcy of a Maker or Designer member of our community.
15. Electronic Communications Delivery Policy
15.1. When you use the Site, or send emails and other communications to us from your desktop, mobile or any other electronic device, you are communicating with us electronically. You consent and agree to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that veguscustomshop may provide in connection with your veguscustomshop account ("Account") and your use of veguscustomshop's Site and services. Communications include:
- 15.1.1. Agreements and Policies you agreed to (e.g., the veguscustomshop User Agreement, Privacy Policy and Designer License Agreement), including updates to these agreements or Policies;
- 15.1.2. Transaction receipts or confirmations;
- 15.1.3. Account statements and history;
- 15.1.4. Federal and state tax statements we are required to make available to you; and
- 15.1.5. Any other Account or transaction information.
15.2. We will provide these Communications to you by posting them on the Site and/or by emailing them to you at the primary email address listed in your Account settings.
15.3. 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.
16. No Resale:
Other than as expressly provided in this Agreement, you agree not to reproduce, duplicate, copy, sell, resell or exploit for other commercial purposes, any portion of the Site, without Dazzle express written consent.
17. Termination:
17.1. You agree that veguscustomshop, in its sole discretion, may terminate this Agreement, in whole or in part, including but not limited to termination of your password, Account (or any part thereof) or use of the Site, and remove and discard any Content you may have contributed to the Site, at any time for any reason or no reason. veguscustomshop may also in its sole discretion and at any time discontinue providing the Site, or any part thereof, with or without notice. You agree that any termination of your access to the Site under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that veguscustomshop may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files of the Site. Should veguscustomshop deactivate or delete your Account due to your violation of this Agreement in any way, as determined in veguscustomshop's sole discretion, veguscustomshop reserves the right to withhold payment of any Royalties, Referral Fees or other monies associated with your veguscustomshop Account(s). Further, you agree that veguscustomshop shall not be liable to you or any third-party for any termination of your access to the Site. Should you object to any terms and conditions of the Agreement or become dissatisfied with the Site in any way, your only recourse is to immediately discontinue your use of the Site and/or terminate your Account.
17.2. Any termination of this Agreement shall not affect the respective rights and obligations (including without limitation, payment obligations) of the parties arising before the date of termination.
PRODUCTS
18. veguscustomshop is a company where:
18.1. Content owners/creators ("Designers") may make their Content and/or Product specifications available for use in connection with the distribution or sale of certain Products; and/or
18.2. Product manufacturers ("Makers") can offer, sell, and/or fulfill their Products to Users of this Site.
18.3. To help you distinguish among the different types of transactions available on this Site, veguscustomshop uses the following labels on each Product page on the Site:
- 18.3.1. "Made by veguscustomshop" and "Sold by veguscustomshop": This means veguscustomshop is both (i) selling the Product to you and (ii) making it or having it made for you.
- 18.3.2. "Made by [Maker]" and "Sold by veguscustomshop": This means veguscustomshop is selling this Product, but the Product is made by a third party Maker.
- 18.3.3. "Made by [Maker]" and "Sold by [Maker]": This means that an independent Maker is both making the Product and selling it to you via the veguscustomshop Maker platform. The process for placing an order is the same as for Products sold by veguscustomshop, but veguscustomshop is only facilitating the transaction. veguscustomshop has no control over the quality, safety, morality or legality of any aspect of the Products sold to you by a Maker, the truth or accuracy of the listings, or the ability of the Maker to sell that product. veguscustomshop does not pre-screen the content or information provided by Makers for these Products, and cannot ensure that a Maker will actually complete a transaction. veguscustomshop does not get involved in transferring legal ownership of these Products from Maker to User, and cannot guarantee the true identity of Maker. veguscustomshop encourages you to communicate directly with potential transaction partners through the tools available on the Site. You understand and agree that veguscustomshop is only a venue for these transactions, and as such, you enter into these transactions at your own risk.
- 18.3.4. "Designed by [Designer]": This label informs you of the Designer who has published its Content for use on Products on the Site. Designers represent that they have the right to publish their Content for use on Products, and veguscustomshop makes no representation as to the truthfulness of any such representations.
19. Product Descriptions:
19.1. veguscustomshop attempts to be as accurate as possible to provide a compelling User experience. There are many Designers on the Site and veguscustomshop does not verify the accuracy of their Product descriptions, which can include Product titles, descriptions, tags, categories and associated metadata. veguscustomshop does not warrant that Product descriptions or other Content of this Site is accurate, complete, reliable, current, or error-free. If a Product offered by veguscustomshop is not as described, please refer to veguscustomshop's Shipping and Return Policy.
19.2. veguscustomshop prides itself on its relationships with charitable organizations and is pleased that its platform has proven to be an effective fundraising tool for many organizations. From time-to-time, veguscustomshop participates in specific programs designed to assist charitable organizations to raise funds for their causes. Whenever vegascustomshop announces these fundraising efforts, you can be assured that veguscustomshop will ensure that funds will be remitted to the charitable organization as disclosed in such announcements. From time-to-time, Designers may state they intend to donate their royalties or other sums to charities: veguscustomshop is unable to verify such statements, so please use caution when relying on them.
20. Correction of Errors and Inaccuracies:
20.1. The information and Product listings on this Site may contain design or typographical errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions and to change or update information or Content at any time without prior notice (including after you have submitted your order). Please note that such errors, inaccuracies or omissions may relate to Product design, description, pricing and availability. We also reserve the right to limit or restrict quantities of Products (including after you have submitted your order) for any reason, including, without limitation, if the product violates any terms of this agreement.
20.2. In the event a Product is listed at an incorrect price or with incorrect information due to typographical error or error in pricing or Product information received from our partners, we reserve the right to refuse or cancel any orders placed for Products listed at the incorrect price. We shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and you have been charged for the sale. If you have already been charged for the purchase and your order is canceled, we shall immediately issue a credit to your credit card account or refund the amount in the manner in which the purchase was made by you. If we have overcharged for any product, we will issue a refund to you for the difference between what you were charged and the correct price of the relevant product.
21. Pricing, Shipping, and Terms of Sale:
Prices for Products are described on the Site and are incorporated into this Agreement by reference. All prices are in U.S. dollars. Prices and Products may change at veguscustomshop's discretion. veguscustomshop may offer promotional discounts from time-to-time. You must agree to the terms of the promotion in order to be given the discount, and veguscustomshop reserves the right to not honor promotional codes if we reasonably suspect abuse. You agree not to use more than one (1) discount per item, unless such use is expressly permitted by veguscustomshop. Title and risk of loss for all Products ordered by you shall pass to you on veguscustomshop's shipment to the shipping carrier. Purchases are subject to veguscustomshop's Shipping and Return Policy. veguscustomshop reserves the right to cancel any order for any Product that for any reason, including orders that may violate the intellectual property rights of a third party and will notify the purchaser that the order has been canceled.
22. VEGUSCUSTOMSHOP Embroidery:
22.1. If you are using veguscustomshop Embroidery, your use of this Site is also subject to the terms and conditions set forth in this Section.
22.2. You agree to follow the restrictions below in order to purchase items through veguscustomshop Embroidery or to create any public veguscustomshop Embroidery Products for sale in the vegscustomshop . If you want your Content to be embroidered on a Product and you do not upload the stitch file to this Site, veguscustomshop will calculate the price to convert your Content to a stitch file and notify you of the price. For the stated fees, you can then order the stitch file and create a Product with the stitch file. If you create a public embroidery Product for sale, the product will be published on the Site at the time the stitch file is completed (typically within 24-48 hours but it may be longer). Conversion of your Content to a stitch file is subject to a one-time stitch file conversion fee except that you must pay an additional one-time stitch file conversion fee for any resizing of the stitch file.
EARNINGS AND NON-CONTRIBUTING ACCOUNT FEES
23. Earnings:
23.1. If you participate as a Designer or Associate (as both terms are defined in the Designer License Agreement), only if and when veguscustomshop determines that your account and Stores have remained in compliance with the Policies (as defined in Section 1.2 hereof) for the entirety of the period for which payment is made and through to the date that the payment is issued, veguscustomshop will pay royalties, referral fees, volume bonus and any other compensation owed to you (collectively, "Earnings"), subject to the following:
23.2. veguscustomshop maintains a statement of your Earnings. You may check your statement in the "My Account" section of your Account.
23.3. When Earnings are Earned and Payable: The following conditions must be met before Earnings are earned and payable by veguscustomshop to you ("Earned and Payable"):
-
23.3.1. Payment Threshold: Your Earnings must meet a Payment Threshold for the payment method you have chosen on your Payment Settings page (e.g., check or PayPal).
- 23.3.1.1. "Payment Thresholds" mean (i) $100 for payments by check and (ii) $50 for payments using PayPal. Payment Thresholds are subject to change at any time, in our sole and absolute discretion.
- 23.3.1.2. You may request payment of your Earnings even if you have not met the Payment Thresholds, subject to payment of the following processing fees: $5.00 for any check under $100; or $2.50 for any PayPal transaction under $50 (collectively, "Processing Fees").
- 23.3.1.3. veguscustomshop, in its discretion, may change the methods of payment that are available.
- 23.3.1.4. veguscustomshop is subject to PayPal regulations and service restrictions.
-
23.3.2. Provide All Necessary Information: You must provide veguscustomshop with all information necessary to process your Earnings payment (e.g., relevant tax information, proper PayPal account information).
- 23.3.2.1. In the event you have not provided us with this information, veguscustomshop may withhold payments.
- 23.3.2.2. In the event that a check is returned as undeliverable, veguscustomshop may withhold further payments until you have updated your address.
-
23.3.3. Have a Non-Negative Earnings Balance: If your payable Earnings become negative, vegascustomshop reserves the right to not pay you Earnings until they become positive and otherwise payable.
- 23.3.3.1. If any of your Earnings are associated with Products that are or are alleged to be infringing or in violation of the Policies, vegascustomshop may: (i) deduct the associated Earnings; (ii) suspend your Account; or (iii) deduct all Earnings and terminate your Account for repeat infringement.
- 23.3.3.2. In the event that an order is cancelled, returned, or refunded, vegascustomshop will deduct the relevant amount from your Earnings.
23.4. Payment Timing:
- 23.4.1. Once Earnings are Earned and Payable, payment will be made within forty-five (45) days after the end of the relevant month.
-
23.4.2. vegascustomshop will pay your Earnings in accordance with your selections:
- 23.4.2.1. payment as soon as your Earnings have reached the Payment Thresholds; or
- 23.4.2.2. payment prior to reaching the Payment Thresholds, subject to Processing Fees; or
- 23.4.2.3. have your Earnings held in your Account until you choose to have your payment made.
23.5. vegascustomshop may apply withholding tax rates to international and domestic payments if Designers do not provide relevant documentation (e.g., W9 or W8-BEN forms).
23.6. Earnings in currencies other than your selected payment currency: (i) will be converted and are subject to foreign currency conversion fees; (ii) may be subject to slightly different Thresholds or Fees due to conversion rates.
24. Non-Contributing Account Fees:
24.1. You, vegascustomshop and the Site thrive best when we all contribute to provide the best Content and features to Users. As a result, your Account will be deemed a "Non-Contributing Account" if you haven't either (i) published a Public Product, or (ii) had a Referral Sale (as defined in the Associates Agreement) attributed to your Account in the previous fifteen (15) month period.
24.2. Your Account may be deemed "contributing" again at any time, once you publish a Public Product or have a Referral Sale attributed to your Account.
24.3. Non-Contributing Accounts are subject to a monthly Non-Contributing Account fee ("Non-Contributing Account Fee"):
- 24.3.1. vegascustomshop will determine if your account is subject to the Non-Contributing Account Fee on midnight PST/PDT of the last day of the previous calendar month. For example, if your account is determined to be a Non-Contributing Account as of January 31st, but is deemed contributing again on February 1st, you will still be charged the Non-Contributing Account Fee in February.
- 24.3.2. If applicable, the Non-Contributing Account Fee will be deducted from your Account's Earned and Payable Earnings prior to when Earnings are paid.
- 24.3.3. Once a Non-Contributing Account Fee has been deducted from your Account's Earned and Payable Earnings, this deduction cannot be reversed or refunded.
- 24.3.4. Non-Contributing Account Fees cannot cause an Account's Earned and Payable Earnings to become negative, so in the event that Earned and Payable Earnings are insufficient to cover the relevant Non-Contributing Account Fee being assessed, Earned and Payable Earnings will be deducted until the balance is equal to zero.
INTELLECTUAL PROPERTY
25. Trademarks and Copyrights:
vegascustomshop's trademarks, trade dress and Product images may not be used in connection with any product or service that does not belong to vegascustomshop, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits vegascustomshop. All other trademarks not owned by vegascustomshop that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by vegascustomshop.
26. Proprietary Rights:
26.1. You acknowledge and agree that any Content, including but not limited to text, data, photos, graphics, or other material contained or distributed on or through the Site, by vegascustomshop, its advertisers or other third parties, is protected by trademarks, service marks, patents, copyrights, or other proprietary rights and laws. You may not use, distribute, or publish on the Site any Content received through the Site without the authorization of vegascustomshop or the Content owner. You agree not to publish, reproduce, copy, in whole or in part, nor upload, download, post, email, sell, or otherwise distribute Content available through the Site: (i) in violation of applicable copyright and other intellectual property laws; and (ii) except as explicitly permitted by the Site.
26.2. You retain all ownership rights to your Content submitted to the Site. However, by submitting Content to vegascustomshop:
- (i) you grant vegascustomshop a nonexclusive, worldwide, royalty-free, sublicensable and transferable right and license to use, copy, reproduce, prepare derivative works of, modify, publicly display, perform and distribute your Content in connection with the Site and vegascustomshop's (and any of its successors') business, including without limitation for promoting and redistributing part or all of the Site in any media now known or hereafter developed; and
- (ii) you grant other Users the license rights detailed elsewhere herein (e.g., for Collaborative Content, per Section 6).
26.3. You acknowledge and agree that the Site and any software provided to you or used in connection with the Site, including, for example and without limitation, any API's or other scripts ("Software") contains proprietary and confidential information that is protected by applicable intellectual property and other laws.
26.4. Subject to your compliance with the terms and conditions of this Agreement, vegascustomshop grants you a non-exclusive, non-transferable, non-sublicenseable license to use the Software solely as necessary to use this Site and provided that you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Site or the Software, in whole or in part.
26.5. vegascustomshop grants you a non-exclusive, revocable and limited license to use the Content and vegascustomshop's tools, images, Product photographs for the purposes of promoting the Site in the condition that you provide appropriate attribution and a link to the vegascustomshop website. We reserve the right to terminate this license at any time.
26.6. The intellectual property rights in or relating to the content of any notes, messages, e-mails, postings, letters, ideas, suggestions, concepts or other written materials that you submit or communicate to vegascustomshop (excluding the Content you submit) will automatically be deemed to be assigned, granted and transferred by you to vegascustomshop upon their submission. You do assign all rights therein to vegascustomshop and agree that the same will automatically become the property of vegascustomshop.
27. Intellectual Property Infringement Policy:
veguscustomshop respects the intellectual property rights of others. We ask our Users to do the same. veguscustomshop may terminate the accounts of Users who infringe, or may infringe, the copyright or other intellectual property rights of others. If you believe that your Content has been copied in a way that constitutes copyright and/or trademark infringement, please notify veguscustomshop's Copyright Agent and provide the following information ("Notice"):
- 27.1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright/trademark interest;
- 27.2. A description of the copyrighted work and/or trademark claimed to have been infringed;
- 27.3. A description of where the claimed infringing Content is located on our Site;
- 27.4. Your address, telephone number, and email address;
- 27.5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright/trademark owner, its agent, or the law;
- 27.6. A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are authorized to act on behalf of the owner.
27.7. Please note that this procedure is exclusively for notifying veguscustomshop that your trademark or copyrighted material has been infringed.
27.8. veguscustomshop's Copyright Agent can be reached at: support@kxkshop.com.
27.9. It is veguscustomshop's policy (i) to respond expeditiously to valid, DMCA-compliant notifications of claimed copyright infringement by removing or disabling access to material, and (ii) in appropriate circumstances, to terminate the accounts of those who we suspect to be repeatedly or blatantly infringing copyrights.
28. Reviews, Comments and Submissions:
28.1. Except as otherwise provided elsewhere in this Agreement (See Section 26.2: "You retain all ownership rights to your Content submitted to the Site.") or on the Site, anything that you submit or post to the Site and/or provide us, including without limitation, photos, videos, ideas, know-how, techniques, questions, reviews, comments, and suggestions (collectively, "Submissions") is and will be treated as non-confidential and non-proprietary, and we shall have the royalty-free, worldwide, perpetual, irrevocable and transferable right to use, copy, distribute, display, publish, perform, sell, lease, transmit, adapt, create derivative works from such Submissions by any means and in any form, and to translate, modify, reverse-engineer, disassemble, or decompiler such Submissions. All Submissions shall automatically become our sole and exclusive property and shall not be returned to you.
28.2. In addition to the rights applicable to any Submission, when you post comments or reviews to the Site, you also grant us the right to use the name that you submit with any review, Comment, or other Content, if any, in connection with such review, comment, or other content. You represent and warrant that you own or otherwise control all of the rights to the reviews, comments and other Content that you post on this Site and that use of your reviews, comments, or other Content by us will not infringe upon or violate the rights of any third party. You shall not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any Submissions or Content. We may, but shall not be obligated to, remove or edit any Submissions (including comments or reviews) for any reason.
29. Warranty:
You represent and warrant that:
- (i) you are the owner, co-owner and/or valid licensee of the content that you submit;
- (ii) the content does not infringe upon the property rights, intellectual property rights (e.g., copyrights and trademarks) or other rights of others;
- (iii) there are no outstanding disputes in connection with the property rights, intellectual property rights or other rights in the content or any parts of the content;
- (iv) this agreement has been duly and validly executed and delivered by you and constitutes your legal, valid and binding obligation, enforceable against you in accordance with its terms.
You represent and warrant that the execution, delivery and performance by you of this agreement are within your legal capacity and power; have been duly authorized by all requisite action on your part; require the approval or consent of no other persons; and neither violate nor constitute a default under the (i) provision of any law, rule, regulation, order, judgment or decree to which you are subject or which is binding upon you, or (ii) the terms of any other agreement, document or instrument applicable to you or binding upon You.
30. Indemnity:
You agree to defend, indemnify and hold veguscustomshop and veguscustomshop's officers, directors, employees, agents and licensors harmless from all judgments, awards, losses, liabilities, costs and expenses, including but not limited to reasonable attorneys' fees, expert witness fees, and costs of litigation arising out of or based on (a) content you submit, post to or transmit through the Site, (b) your use of the Site, (c) your connection to the Site, (d) your violation of the agreement or (e) your violation of any rights of a third party, except with respect to judgments, awards, losses, liabilities, costs and expenses arising out of veguscustomshop's own negligence.
LEGAL:
31. Disclaimer Of Warranties:
This site and the information, services, products, content, programs and materials available through it are provided on an "As is" and "As available" basis, subject to any express warranties provided. If veguscustomshop provides a limited express warranty for a product that is less than four (4) years in duration, then the duration of any applicable implied warranties are limited to the duration of the limited express warranty.
If veguscustomshop does not provide an express warranty, then, to the fullest extent permissible pursuant to applicable law, veguscustomshop and its affiliates expressly disclaim all implied warranties of any kind, including but not limited to any warranties of title, or implied warranties of merchantability, fitness for a particular purpose and non-infringement. veguscustomshop does not make any warranty that (a) the site or its content will meet your requirements, or (b) the site or service will be uninterrupted, timely, secure, or error free, or (c) the quality of any products, services, information, or other material purchased or obtained by you through the site will meet your expectations, or (d) there will be no unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, or (e) any bugs, viruses, trojan horses, or the like which may be transmitted to or through our services by any third party.
You agree that vegascustomshop shall have no responsibility for any damages suffered by you in connection with the site or any content contained therein. You expressly agree that use of this site, including all content, data or software distributed by, downloaded or accessed from or through this site, is at your sole risk. You understand and agree that you will be solely responsible for any damage to your business or your computer system or loss of data that results from the download of such content, data and/or software.
You acknowledge that veguscustomshop does not control or endorse in any respect any information, products, or services offered by third parties on or through this site. Except as otherwise agreed in writing, vegascustomshop and its affiliates assume no responsibility for and make no warranty or representation as to the accuracy, currency, completeness, reliability or usefulness of content or products distributed or made available by third parties through this site.
No advice or information, whether oral or written, obtained by you from veguscustomshop or through or from the site shall create any warranty not expressly stated in the agreement. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate. The disclaimers in this provision do not apply to claims for personal injury.
32. Limitation Of Liability:
32.1. To the fullest extent permitted by law, under no circumstances including, without limitation, its own negligence, shall vegascustomshop or its parents, subsidiaries, officers, employees, affiliates, directors, agents, suppliers, or any other party involved in creating, producing, transmitting, or distributing the site or related services be liable for any direct, indirect, incidental, special or consequential non-personal injury damages, including but not limited to damages for loss of profits, goodwill, use, data or other intangible losses (even if veguscustomshop has been advised of the possibility of such damages), resulting from: (a) the use or inability to use the site; (b) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the site; (c) unauthorized access to or alteration of your transmissions or data; (d) statements or conduct of any third party on the site or (e) any other matter relating to the site.
32.2. You specifically acknowledge that veguscustomshop shall not be liable for content or the defamatory, offensive, or illegal conduct of any third party and that the risk of harm or damage from the foregoing rests entirely with you.
33. Dispute Resolution and Release:
33.1. California, without resort to its conflict of law provisions. Any dispute relating in any way to your visit to the Site or to the Products you purchase through the Site shall be submitted to confidential binding arbitration in the City of San Mateo, Northern California for the maximum judgment enforceable, except that to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in any state or federal court in the state of California and we each waive the right to a jury trial. You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of California. Arbitration under this Agreement shall be conducted pursuant to the existing Commercial Arbitration Rules at the American Arbitration Association. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim is initiated in court rather than in arbitration we each waive any right to a jury trial.
33.2. You and veguscustomshop agree to submit to the personal and exclusive jurisdiction of the courts located within the county of San Mateo, Northern California.
33.3. If you have a dispute with one or more Users or Designers you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
34. Severability:
If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute or rule of law, such provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision and the remaining provisions of this Agreement shall in no way be affected or impaired.
35. General:
35.1. The relationship of veguscustomshop and you, as established by this Agreement, is that of independent contractors, and nothing contained herein shall be construed to constitute either party as the agent of the other party, or as partners, joint venturers, co-owners, employers/employees, franchisors/franchisees, or otherwise as participants in a joint or common undertaking.
35.2. veguscustomshop may assign its rights and responsibilities hereunder without notice to you.
35.3. These terms and conditions will inure to the benefit of veguscustomshop's successors, assigns and licensees.
35.4. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.
35.5. The failure of a party to exercise or enforce any right or provision of this agreement will not constitute a waiver of the right or provision.
35.6. veguscustomshop's failure to act with respect to a breach by you or others does not waive veguscustomshop's right to act with respect to subsequent or similar breaches.
35.7. The Policies constitute the entire agreement between you and veguscustomshop, and supersedes all other communications, written or oral, with regard to the subject matter herein.
35.8. These terms and conditions may not be modified by you.
35.9. Survival: The following Sections shall survive any termination of this Agreement: 7 (Social Media), 15 (Electronic Communications Delivery Policy), 21 (Pricing, shipping and Terms of Sale), 25 (Trademark and Copyright), 26 (Proprietary Rights), 27 (Intellectual Property Policy), 28 (Reviews, Comments and Submissions), 29 (Warranty), 30 (Indemnity), 31 (Disclaimer of Warranties), 32 (Limitation of Liability), 33 (Dispute Resolution and Release), and 35 (General).
35.10. veguscustomshop will attempt to notify you when major changes are made to this User Agreement but you should periodically review the most up-to-date version at [https://www.veguscustomshop.com/pages/user-agreement](https://www.veguscustomshop.com/pages/user-agreement).
35.11. Nothing in this User Agreement shall be deemed to confer any third-party rights or benefits.
35.12. veguscustomshop does not guarantee continuous, uninterrupted access to the Site.
35.13. You agree that veguscustomshop is a platform and as such is not responsible or liable for any Content.
35.14. You use the Site at your own risk.
35.15. In the event of any conflict between the various language versions of these Policies, the English language version shall control.