Acceptance of Terms
FORUDESIGNS CO., LTD. ("FORUDESIGNS") PROVIDES ITS WEBSITE AND RELATED SERVICES ("SITE") TO YOU SUBJECT TO THE FOLLOWING TERMS & CONDITIONS. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OF THIS AGREEMENT, DO NOT ACCESS OR OTHERWISE USE THIS SITE OR ANY INFORMATION CONTAINED ON THIS SITE. YOUR USE OF THIS SITE SHALL BE DEEMED TO BE YOUR (AND IF ACTING ON BEHALF OF A THIRD PARTY OR YOUR EMPLOYER, SUCH THIRD PARTY'S OR EMPLOYER'S) AGREEMENT TO ABIDE BY EACH OF THE TERMS SET FORTH BELOW (REFERENCES IN THIS AGREEMENT TO "YOU" INCLUDE YOU AND ANY SUCH THIRD PARTY OR EMPLOYER). FORUDESIGNS CAN CHANGE THIS AGREEMENT AT ANY TIME BY POSTING AN UPDATED TERMS & CONDITIONS ON THIS SITE AND FORUDESIGNS MAY SEND REGISTERED USERS AN EMAIL NOTICE OF THE CHANGES. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOU SHALL CEASE USING THIS SITE. IF YOU DO NOT CEASE USING THIS SITE, YOU WILL BE CONCLUSIVELY DEEMED TO HAVE ACCEPTED THE CHANGES. IF YOU HAVE ANY QUESTIONS ABOUT THE AGREEMENT, YOU MAY CONTACT US AT email@example.com.
User Account, Password, and Security
To complete your registration, you will provide an email address and a password. You are responsible for maintaining the confidentiality of the password and account, and are responsible for all activities that occur under your password or account. It is important for you to protect against unauthorized access to your computer. Be sure to log off when you finish using a shared computer
You agree to (a) immediately notify FORUDESIGNS of any unauthorized use of your account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. FORUDESIGNS cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.
In using this Site, you agree to not:
- a. upload, download, post, transmit any Content that is unlawful, harmful, threatening, abusive, vulgar, harassing, defamatory, obscene, pornographic, profane, indecent, inflammatory, libelous, tortious, hateful, racially, ethnically, socially, politically, legally, morally, religiously objectionable or otherwise objectionable, or invasive of another's rights including but not limited to rights of celebrity, privacy and intellectual property.
- b. impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- c. upload, download, post, email or otherwise transmit any Content that may violate or infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. As a guideline, you may contribute only original work that you have created yourself from original elements. This means you can't use images of celebrities or corporate products, nor images, text, or designs that you've copied from a website without written permission from the owner. You cannot create a "new" image using elements from images other people have created. You cannot contribute a quote or a slogan that is substantially the same as something already written by someone else. By uploading any Content, you represent and warrant that you have the lawful right to reproduce and distribute such Content and that the Content complies with all applicable federal, state and local laws, regulations and ordinances;
- d. upload, download, post, email or otherwise transmit any Content that would constitute or encourage a criminal offense, illegal activity, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law;
- e. use the Service to harm minors in any way, including, but not limited to, uploading Content that violates child pornography laws, child sexual exploitation laws and laws prohibiting the depiction of minors engaged in sexual conduct;
- f. upload Content that may be seen as condoning or encouraging unsafe practices that would result in the physical, mental or moral harm of children;
- g. upload, download, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, or any other form of solicitation;
- h. upload, download, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- i. upload, download, post, email or otherwise transmit false or misleading information;
- j. disrupt or interfere with the security of, or otherwise abuse, the Site, or any services, system resources, accounts, servers, or networks connected to or accessible through the Site or affiliated or linked websites;
- k. Access, tamper with or use non-public areas of the Site. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution;
- l. disrupt or interfere with any other user's enjoyment of the Site or affiliated or linked websites;
- m. frame the Site within another Site or webpage or link to the Site except as permitted in writing by FORUDESIGNS;
- n. incorporate images or names that would violate a person's right of privacy or publicity; or
- o. incorporate a current or former leader, politician, religious figure, convicted criminal or notorious person, or other famous person's name or likeness;
- p. use a manual or automatic device or process to retrieve, index, "data mine" or in any way reproduce or circumvent the navigational structure or presentation of the Service;
- q. transfer your FORUDESIGNS account to another party without FORUDESIGNS's written consent;
- r. copy, modify or distribute rights or Content from the Site, service or tools or FORUDESIGNS's copyrights and trademarks; or
- s. Harvest or otherwise collect information about users, including email addresses, without their consent.
You acknowledge that FORUDESIGNS does not pre-screen submitted Content, but that FORUDESIGNS and its designees shall have the right (but not the obligation) in their sole discretion to reject or remove any Content that is available via the Site. Upon placing your order, you acknowledge that FORUDESIGNS may review your order, and the Content it contains, for adherence to our guidelines and compliance with the terms and conditions set forth in this Agreement. FORUDESIGNS and its designees reserve the right to demand confirmation from you in writing of all rights, authorizations, licenses, permissions, and consents owned or obtained by you (if any) with respect to any Content you upload to or transmit through the Site. If you fail to provide us with satisfactory confirmation upon request, we reserve the right to remove or deny access to any or all of your Content available via the Site and to suspend or terminate your account. FORUDESIGNS does not endorse any Content submitted to the Site by any User or other licensor, or any opinion, recommendation, or advice expressed therein, and FORUDESIGNS expressly disclaims any and all liability in connection with Content. Without limiting the foregoing, FORUDESIGNS and its designees shall have the right to remove, without prior notice, any Content that they believe may violate the Agreement, is subject to complaint, or is otherwise objectionable to FORUDESIGNS. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
FORUDESIGNS is a marketplace where:
Content owners/creators ("Designers") may make their content and/or product specifications available for use in connection with the sale of certain products; and
Product manufacturers ("Makers") can offer, sell, and/or fulfill their products to Users of this Site.
To help you distinguish among the different types of transactions available on this Site, FORUDESIGNS uses the following labels.
- • "Made and Sold by FORUDESIGNS": This means FORUDESIGNS is both selling the product to you and making it.
- • "Made by [Maker] and Sold by FORUDESIGNS": This means FORUDESIGNS is selling this product, but the product is made by a third party Maker.
- • "Made and Sold by [Maker]": This means that an independent Maker is both making the product and selling it to you via the FORUDESIGNS Maker Platform. The process for placing an order is the same as for products sold by FORUDESIGNS, but FORUDESIGNS is only facilitating the transaction. FORUDESIGNS 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. FORUDESIGNS does not pre-screen Makers or the content or information provided by Makers for these products, and cannot ensure that a Maker will actually complete a transaction. FORUDESIGNS does not transfer legal ownership of these products from Maker to User, and cannot guarantee the true identity of User. FORUDESIGNS encourages you to communicate directly with potential transaction partners through the tools available on the Site. You understand and agree that FORUDESIGNS is only a venue for these transactions, and as such, you enter into these transactions at your own risk.
- • "Designed by [Designer]": This label informs you of the Designer who has published its designs for use on products sold on the Site. Designers represent that they have the right to publish their designs for use on the products they select, and FORUDESIGNS makes no representation as to the truthfulness of any such representations.
You acknowledge and agree that you are responsible for the creation and compilation of your Content, and that neither FORUDESIGNS nor any other party involved with the production of any product incorporating such Content assumes that responsibility. FORUDESIGNS's production of any product depicting your Content does not indicate that FORUDESIGNS approves of the Content, that the Content obeys all applicable laws, or that you are absolved of any liability or harm arising from the use of the Content.
You agree that you are responsible for actions and communications undertaken under your account. FORUDESIGNS takes no responsibility and assumes no liability for any Content uploaded or otherwise transmitted by or to you or by or to any third-party, or for any mistakes, defamation, slander, libel, omissions, falsehoods, infringement, obscenity, pornography or profanity you or a third party may encounter. You agree to waive any claims against FORUDESIGNS and its affiliates, contractors, agents and employees for losses, damages and injuries which are based on or relate to communications, Content or materials on the Site. You agree to indemnify FORUDESIGNS and its affiliates from all claims and expenses, including reasonable attorney's fees, which claims are based on or arise from your violation of any of the provisions of this Agreement.
You agree that you will use this Site and any products, ordered on this Site in accordance with all applicable federal, state and local laws, statutes, regulations and ordinances and will not take any action that harms or violates the rights of any person or entity.
Trademarks and Copyrights
FORUDESIGNS's trademarks, trade dress and product images may not be used in connection with any product or service that does not belong to FORUDESIGNS, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits FORUDESIGNS. All other trademarks not owned by FORUDESIGNS 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 FORUDESIGNS.
You acknowledge and agree that any Content, including but not limited to text, data, photos, graphics, etc. or other material contained or distributed on or through the Site, by FORUDESIGNS, its advertisers or other third parties, is protected by trademarks, service marks, patents, copyrights, or other proprietary rights and laws. You may not use or distribute any Content received through the Site without the authorization of FORUDESIGNS 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, in violation of applicable copyright and other intellectual property laws.
You retain all ownership rights to your Content submitted to the Site. By submitting Content to FORUDESIGNS, you grant FORUDESIGNS a nonexclusive, worldwide, transferable license to use, copy, reproduce, modify, publicly display, and distribute your Content.
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.
Subject to your compliance with the terms and conditions of this Agreement and any additional terms provided in a separate applicable agreement, FORUDESIGNS grants you a non-exclusive, non-transferable, non-sublicensable 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.
FORUDESIGNS grants you a non-exclusive, revocable and limited license to use the Content and FORUDESIGNS'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 FORUDESIGNS website. We reserve the right to terminate this license at any time.
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 which you submit or communicate to FORUDESIGNS (excluding the Content you submit) will automatically be deemed to be assigned, granted and transferred by you to FORUDESIGNS upon their submission or communication to FORUDESIGNS, and you do assign all rights therein to FORUDESIGNS and agree that the same will automatically become the property of FORUDESIGNS and that FORUDESIGNS may use, exploit, copy, publish, implement, transfer and in all other ways deal with such materials and all of the intellectual property rights therein in any way and for any purpose FORUDESIGNS may elect, forever.
Intellectual Property Policy
FORUDESIGNS respects the intellectual property rights of others. We ask our users to do the same. FORUDESIGNS 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 FORUDESIGNS's Copyright Agent, and provide the following information ("Notice"):
- a. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright/trademark interest;
- b. a description of the copyrighted work and/or trademark claimed to have been infringed;
- c. a description of where the claimed infringing Content is located on our Site;
- d. your address, telephone number, and email address;
- e. 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;
- f. 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 of the copyright/trademark interest involved.
Please note that this procedure is exclusively for notifying FORUDESIGNS that your trademark or copyrighted material has been infringed.
FORUDESIGNS's Copyright Agent can be reached
YOU REPRESENT AND WARRANT THAT YOU ARE THE OWNER OF THE CONTENT THAT YOU SUBMIT AND THAT THE CONTENT DOES NOT INFRINGE UPON THE PROPERTY RIGHTS, INTELLECTUAL PROPERTY RIGHTS (COPYRIGHTS AND TRADEMARKS) OR OTHER RIGHTS OF OTHERS. YOU ALSO REPRESENT THAT 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. YOU HEREBY REPRESENT AND WARRANT TO US THAT 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; AND 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.
You agree to defend, indemnify and hold FORUDESIGNS and FORUDESIGNS's officers, directors, employees, agents and licensors harmless from all judgments, awards, losses, liabilities, costs and expenses, including but not limited to reasonable attorney 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.
Other than as expressly provided under these terms, you agree not to reproduce, duplicate, copy, sell, resell or exploit for other commercial purposes, any portion of the Site, without FORUDESIGNS's express written consent.
You agree that FORUDESIGNS, in its sole discretion, may terminate this agreement 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. FORUDESIGNS 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 FORUDESIGNS 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. Further, you agree that FORUDESIGNS 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. 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.
The Site may provide, or third parties may provide, links to other websites or resources. Because FORUDESIGNS has no control of such sites and resources, you acknowledge and agree that FORUDESIGNS is not responsible for the availability of such sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such sites or resources or the policies or such sites and resources. FORUDESIGNS is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such site or resource.
You acknowledge and agree that you will not use any Product ordered from the Site in a way that would be damaging to FORUDESIGNS's public reputation or that of its employees, board members, shareholders, licensors, or solution partners. Additionally, you acknowledge that if you choose to display any product including custom postage ordered from FORUDESIGNS, in a public setting, including on the Internet, in a way which disparages FORUDESIGNS, FORUDESIGNS's board members, employees, shareholders or partners, FORUDESIGNS reserves the right to demand immediate return of the product, to furthermore pursue all recourses and remedies available under the law.
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 US dollars. Prices and products may change at FORUDESIGNS's discretion. FORUDESIGNS may offer promotional discounts from time-to-time. You must agree to the terms of the promotion in order to be given the discount. You agree not to use more than one discount per item, unless such use is expressly permitted by FORUDESIGNS. Title and risk of loss for all products ordered by you shall pass to you on FORUDESIGNS's shipment to the shipping carrier. Purchases are subject to FORUDESIGNS's Return Policy. FORUDESIGNS 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.
If you participate as a Designer or Associate (as both terms are defined in the Designer License Agreement), FORUDESIGNS will pay accrued earnings in accordance with the following section.
Payments for royalties, referral fees, volume bonus and any other compensation owed to you (collectively hereinafter referred to as "Earnings") will be made within forty-five (45) days of the end of the month subject to the following:
- • FORUDESIGNS maintains a statement of your Earnings. You may check your statement in the "My Account" section of your account.
- • FORUDESIGNS will pay your Earnings in accordance with the selections you make in the "Payment Settings" page in "My Account" and FORUDESIGNS makes the following options available:
- 1. Payment as soon as you have reached the Payment Thresholds (as defined below) set by FORUDESIGNS from time-to-time; or
- 2. Have your Earnings held in your account until you choose to have your payment made (after reaching the Payment Threshold set by FORUDESIGNS); or
- 3. Hold your Earnings in your account to apply toward a purchase on the Site.
- • On the Payment Settings page in, you may also choose your method of payment (for example, check or PayPal). FORUDESIGNS, in its discretion, may change the methods of payment that are available, and certain methods of payment may not be available for all balances.
- • With respect to referral fees, if Products that generated a referral fee are returned by the customer, we will deduct the corresponding referral fee from your next payment. If there is no subsequent payment, we may send you a bill for the fee, which bill must be paid upon receipt.
- • If FORUDESIGNS owes you any compensation as of June 30th each year, then FORUDESIGNS may send you payment of such accrued Earnings (generally on or about August 15th for the 12-month period ending June 30th) even if you have not reached the Payment Thresholds or have chosen to have your payment held. Such annual payments will be subject to the Processing Fees set forth above. If your Earnings are less than the applicable Processing Fee, you will not receive a payment.
- • FORUDESIGNS will withhold taxes from international payments that are due if Designers do not provide us with relevant documentation such as the W8-BEN form.
- • In the event that a check sent to the address listed as the payee address in your account is returned as undeliverable, FORUDESIGNS may withhold further payments until you have corrected or updated your address.
- • In the event that an order for which you were paid Earnings is either cancelled, returned or refunded for any reason, FORUDESIGNS will deduct the relevant amount from your Earnings.
FORUDESIGNS attempts to be as accurate as possible to provide a compelling user experience. There are many Designers on the Site and FORUDESIGNS does not verify the accuracy of their product descriptions. FORUDESIGNS 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 FORUDESIGNS is not as described, your sole remedy is to return it pursuant to FORUDESIGNS's Return Policy.
FORUDESIGNS 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, FORUDESIGNS participates in specific programs designed to assist charitable organizations to raise funds for their causes. Whenever FORUDESIGNS announces these fundraising efforts, you can be assured that FORUDESIGNS 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. FORUDESIGNS is unable to verify such statements, so please use caution when relying on them.
FORUDESIGNS may introduce programs, features and products. At the time of release, FORUDESIGNS 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.
Age and Geographic Restrictions
You must be at least 13 years of age to use this Site. Please contact us if you have any concerns or questions about this restriction.
This Site may be accessed from all countries. This Site may contain products or references to products that are not available from all countries. Any such references do not imply that such products will be made available for all countries. If you access and use this Site you are responsible for complying with your local laws and regulations.
You agree that FORUDESIGNS 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.
Correction of Errors and Inaccuracies
The information and product listings on this Site may contain 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 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 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.
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.
Reviews, Comments and Submissions
Except as otherwise provided elsewhere in this Agreement 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 nonproprietary, 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 decompile such Submissions. All Submissions shall automatically become our sole and exclusive property and shall not be returned to you.
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.
DISCLAIMER OF WARRANTIES
YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THIS SITE AND THE INFORMATION, SERVICES, PRODUCTS, PROGRAMS AND MATERIALS AVAILABLE THROUGH IT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, FORUDESIGNS AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FORUDESIGNS DOES NOT MAKE ANY WARRANTY THAT (A) THE SITE OR ITS CONTENT WILL MEET YOUR REQUIREMENTS, OR (B) THAT 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) THAT DEFECTS, IF ANY, WILL BE CORRECTED, OR (E) 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 (F) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY. YOU AGREE THAT FORUDESIGNS 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 FORUDESIGNS 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, FORUDESIGNS 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. YOU ACKNOWLEDGE THAT FORUDESIGNS MAKES NO WARRANTY OR REPRESENTATION THAT CONFIDENTIALITY OF INFORMATION TRANSMITTED THROUGH THIS SITE WILL BE MAINTAINED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM FORUDESIGNS 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.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES INCLUDING, WITHOUT LIMITATION, ITS OWN NEGLIGENCE, SHALL FORUDESIGNS OR ITS PARENTS, SUBSIDIARIES, OFFICERS, EMPLOYEES, AFFILIATES, DIRECTORS, AGENTS, SUPPLIERS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, TRANSMITTING, OR DISTRIBUTING FORUDESIGNS OR RELATED SERVICES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF FORUDESIGNS 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. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
YOU SPECIFICALLY ACKNOWLEDGE THAT FORUDESIGNS 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.
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.
Death or Incapacity
In the unfortunate event that a member of our Maker and Designer community who is a natural person dies or becomes permanently incapacitated, FORUDESIGNS will take all necessary steps to work with their successors and assigns. However, FORUDESIGNS will need the following documentation from such deceased or incapacitated community member's successors, assigns or their legal representatives for verification purposes:
- 1. Death Certificate
- 2. Proof of Succession
- 3. Power of Attorney
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:
- 1. Appointment of a receiver
- 2. Dissolution
- 3. Bankruptcy proceedings
- 4. Winding up proceedings
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.
Our community is the most important part of FORUDESIGNS. All registered members are part of our community and we value everyone. FORUDESIGNS has established multiple ways for members to interact with one another on the Site, including but not limited to forums, our blog and other social media channels. Please remember that these are public spaces, so use common sense when sharing personal information. FORUDESIGNS's role is to facilitate open discussion and support our community through constructive communication. We have some general rules for community conduct, and some spaces have additional rules.
- • Treat one another with respect. There is a real person behind each name.
- • Harassing, insulting, embarrassing or abusing other members is unacceptable.
- • The community spaces are not the appropriate channel to express disputes with others.
- • Specific transactions and/or feedback should not be discussed in public community spaces. Instead, contact FORUDESIGNS privately if you need help with a transaction.
- • Do not publicly post another person's private information without their explicit consent (for example: email, conversations, letters, phone numbers, addresses or full names).
Violating community policies may result in suspension or termination of certain privileges including account termination.
- • No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.
- • FORUDESIGNS may assign its rights and responsibilities hereunder without notice to you.
- • These terms and conditions will inure to the benefit of FORUDESIGNS's successors, assigns and licensees.
- • 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.
- • 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.
- • FORUDESIGNS's failure to act with respect to a breach by you or others does not waive FORUDESIGNS's right to act with respect to subsequent or similar breaches.
- • These terms and conditions may not be modified by you.
- • The following Sections survive any termination of this Agreement: Intellectual Property Policy, Proprietary Rights, Pricing, Shipping and Terms of Sale, Disclaimer of Warranties, Limitation of Liability, Indemnity, Release and General.
- • FORUDESIGNS will attempt to notify you when major changes are made to this Terms & Conditions but you should periodically review the most up-to-date version at www.FORUDESIGNS.com/terms&conditions. FORUDESIGNS may, in its sole discretion, modify or revise these Terms and the associated policies at any time, and you agree to be bound by such modifications or revisions.
- • Nothing in this Terms & Conditions shall be deemed to confer any third-party rights or benefits.
- • FORUDESIGNS does not guarantee continuous, uninterrupted access to the Site, and operation of the Site may be interfered with by numerous factors outside FORUDESIGNS's control.
- • You agree that FORUDESIGNS is a platform and as such is not responsible or liable for any Content.
- • You use the Site at your own risk.
Please send any questions or comments (including all inquiries unrelated to copyright infringement) regarding this Site to:
NO.9 Chifeng Road
Quanzhou City, Fujian Province, PR. China
Zip Code 362000
But first, a note about uploading and posting information on the Site:
At the time you register for a Forudesigns account, you will choose and provide us with an email address and password. When you upload a design, post a comment or message on the Site, provide information in connection with features such as fan clubs, wish lists, forums, member profiles, reviews and recommendation your user name may be visible to other users.
What information do we collect? Information provided by you:
You may provide us with certain personally identifiable information when you:
- • Register for a Forudesigns account;
- • Order products or gift certificates;
- • Request customer support or send us any other communication;
- • Sign up for newsletters, email alerts, and special offers;
- • Enter sweepstakes or contests;
- • Sign up for, or redeem, special offers;
- • Respond to surveys;
- • Use our Email-to-a-Friend or Refer-A-Friend features; and
- • Approve your child's request to open a Forudesigns account in
accordance with The Children's Online Privacy Protection Act of 1998 (COPPA).
Such information may include your name, email address, billing address, shipping address, and credit card number. You may also provide us with information about other people, such as their email addresses, if you email a product to a friend or refer a friend to the Site or our promotions.
If you are under 13, we will collect your email address, password and age. Once you have selected "under 13," we will then ask for your parent's/guardians email address so that we may send them a notice and ask for their permission for you to use the Site.
Information collected by Cookies:
We may work with other companies who place cookies or web beacons on our Site. We do not have access or control over these cookies. These companies help operate our websites and provide you with additional products and services. They are subject to confidentiality agreements with Forudesigns and other legal restrictions. Forudesigns does not permit any of these companies to collect personally identifiable information using cookies or web beacons on our websites. Certain functionalities related to the provision of additional products and services require marketers to share website usage information about visitors to the Site, who have received a targeted promotional campaign, with a reputable third-party advertising company for the purpose of targeting future campaigns and upgrading visitor information used in reporting statistics. To this end, Forudesigns's third-party advertising company makes a note of some of the pages you visit on the Site through the use of pixel tags. Please note this does not opt you out of being served advertising. You will continue to receive generic ads.
Information collected by Web Beacons and Log Files:
Forudesigns collects certain non-personally identifiable information through the use of web beacons and log files. Such information may include your IP address, browser type, Site usage, and whether you opened emails you received from us.
Information collected through Product Reviews:
You may choose to submit a product review. If you post a review, we may ask for certain information to validate your review such as email address, photo, and your city/state/country of residence. If you submit a review, we may publish your geographic location or other anonymous information but your email address will be kept private. Additionally, any personally identifiable information that you submit as part of the review can be read or used by other visitors to the Site. We are not responsible for any personally identifiable information that you choose to submit as part of your review. We believe you can post a helpful review without disclosing any personally identifiable information. If you wish to update or delete your testimonial, you can contact us at firstname.lastname@example.org.
How do we secure your information?
When you place orders or access your account information, we use commercially reasonable and generally-accepted technological safeguards to secure any information we collect about you. The secure server software ("SSL") we use encrypts all information you input before it is sent to us. In addition, your Forudesigns account information is password-protected for your privacy and security. You should always take steps to protect the confidentiality of the password you select. It is important for you to protect against unauthorized access to your password and to your computer. Be sure to sign off when you finish using a shared computer.
You may also choose not to provide us with certain information, but that may result in you being unable to use certain features of our Site because such information may be required in order for you to: register as a member; purchase products or services; participate in a contest, promotion, survey, or sweepstakes; ask a question; or initiate other transactions on our Site.
We work very hard to protect your privacy, but we do not promise, and you should not expect, that your personally identifiable information or private communications will always remain private. While we use industry-standard precautions to safeguard your personally identifiable information, we cannot guarantee complete security. If you have any questions about security on our Site, you can contact us at email@example.com.
How do we use your information?
We use the personally identifiable information you provide to:
- • Provide the features and functionality of the Site;
- • Fulfill your requests for our products and services;
- • Pay earnings;
- • Communicate with you about the status of your orders and other inquiries about our products and services;
- • Send you information about our products and services;
- • For our internal business purposes, such as data analysis, audits and so forth;
- • Help us create content that is most relevant to you; and
- • Provide notices about the results of sweepstakes, contest, and other promotions.
We use your email address to communicate with you about your account and to send you certain notification emails. You can change the frequency of those emails in your Forudesigns account settings.
When you purchase products from the Site, we may use your email address or other personally identifiable information to send marketing messages and notifications from time-to-time whether or not you created an account with us. You may unsubscribe or change the frequency of email notifications on the Account Settings page in "My Account." If you email a product to a friend or refer a friend to the Site or our promotions, we will use your friend's email to send them the e-mail you requested. Your friend's e-mail addresses will only be used for this purpose unless permission is otherwise granted. Forudesigns does not store this information. Your friend may contact us at firstname.lastname@example.org to request that we remove this information from our database.
We use non-personally identifiable information to monitor the use and performance of the Site so that we can learn more about how people use the Site which helps us improve our products and services and significantly enhance your experience on our Site.
Does Forudesigns disclose the information it collects to outside parties?
If you sign up for a promotion (e.g., a contest or sweepstakes offer) or enroll in a service we offer in partnership with a third party, we may provide information (such as your name, email address, and account activity) to such third parties.
Forudesigns provides its sellers with the first name and city/state/country of residence of Forudesigns customers who have purchased such seller's products. Forudesigns may also release information (including your name, addresses, telephone number, and account activity) when we, in our sole discretion believe that such release is necessary or appropriate to:
- • Comply with law;
- • Comply with subpoenas, warrants, court orders, government investigations, or other legal process;
- • Enforce or apply the terms of any of our user or license agreements;
- • Investigate or respond to allegations of fraud, intellectual property infringement, or other unlawful activity
- • Investigate fraud or similar claims;
- • Protect the rights, property or safety of Forudesigns, our users, or others.
- • To protect our operations; or
- • To permit us to pursue available remedies or limit the damages that we may sustain.
In the event that Forudesigns is acquired by or merges with another company, Forudesigns reserves the right to transfer all information we have collected from our users, in connection with such acquisition or merger. You will be notified via email and/or a prominent notice on our Site of any change in ownership or uses of your personally identifiable information, as well as any choices you may have regarding your personally identifiable information.
Forudesigns may disclose non-personally-identifiable information to third parties in aggregate form or to potential business partners and investors.
Parents have the right to consent to the collection and use of their child's personal information without also consenting to the disclosure of such information to third parties, as we will not share your child's information with third parties.
Forudesigns may use third party service providers to place ads on our behalf across the internet and sometimes on the Site. They may collect anonymous information about your visits to our Site, and your interaction with our products and services. They may also use information about your visits to this and other websites to target advertisements for goods and services. This anonymous information is collected through the use of a web beacon, which is industry standard technology used by most major sites. If you would like more information about this practice and to know your choices about not having this anonymous information used by our third party service providers, please contact us at email@example.com.
In addition, Forudesigns is a dynamic marketplace with a great number of branded products and content. We will offer our users the opportunity to opt-in to receive from our partners emails, notifications of promotions and the like offered by such partners. You have the right to decline to opt-in to take advantage of this service.
Social Media Features and Widgets
Facebook Connect or other Open ID provider
You can log in to our Site using sign-in services such as Facebook Connect or an Open ID provider. These services will authenticate your identity and provide you the option to share certain personal information with us such as your name and email address to pre-populate our sign up form. Services like Facebook Connect give you the option to post information about your activities on this Site to your profile page to share with others within your network.
What about children's privacy?
Children under the age of 13 are allowed to upload graphics and images and to order products on a parent's account. In addition, in order to generate custom postage, we must collect and record the following information: the date and time of the custom postage order, a unique order ID, the amount of postage ordered in the transaction, and the zip code of the recipient of the custom postage.
This information is used to: fulfill the requested order; confirm shipment; complete record keeping including royalty entitlements and other earnings, if any; allow users to comment on our blog or send messages; send monthly newsletters; allow users to upload a photo to their profile that may be publicly available to other users of the Site; advise the child concerning new Forudesigns products, services or policies. If you no longer wish to allow your child to receive monthly newsletters, you or your child may log into your child's account and uncheck the box, alternatively you or your child may follow the unsubscribe instructions located at the bottom of each newsletter.
NO.9 Chifeng Road,
Quanzhou City，Fujian Province
PR .China, zip code: 362000
How can I change, delete, or update my information?
Most of your account information can be changed in the "My Account" section of the Site. If you have any questions about what information is stored or would like to obtain a copy of such information, please contact us at firstname.lastname@example.org or NO.9 Chifeng Road, Quanzhou City，Fujian Province，PR. China, zip code 362000. After receiving proof of your identity, we will provide the information to you, and you may request that we delete or change any or all of the information. We will respond to your request to access within thirty (30) days.
We will retain your information for as long as your account is active or as needed to provide you services. We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.
The following terms of this Designer License Agreement ("Agreement") apply if you create products with Forudesigns 's ("Forudesigns," "we" or "us") design tools and/or post for sale a Design to be displayed and/or offered for sale on websites, mobile sites or apps owned or operated by or for Forudesigns ("Site"). "Design" means any and all artwork, photographs, sketches, drawings, text, digital images or product specifications that you send to Forudesigns for placement on the Site or on physical or electronic products made by or for Forudesigns ("Products"). Users of the Site who upload Designs for Products are referred to as "Designers." Users of the Site who refer purchasers to the Site are referred to as "Associates."
By uploading Designs to the Site or creating Designs with Forudesigns's design tools, you grant the following licenses to Forudesigns: the nonexclusive, worldwide, transferable, sublicensable right to use, reproduce, publicly display, sell, and distribute the Design in or on Products and in advertising, marketing, samples, and promotional materials for the purpose of promoting the Site and Products. Without limitation, this promotion, marketing, or advertising may consist of: (i) display of your Products; (ii) promotional "streams" of audio/video/photographic Content on the Website, (iii) Products or Design placement in magazines, television shows, movies, and other media; and (iv) the sale of Products available on the Site through third party product feeds. You also grant us the license and the right to make modifications to your Design as necessary to prepare your Design for use in a particular Product category or for other manufacturing purposes, if you agree that your Design may be used in such category. If you select the "customize" option, you also agree that Forudesigns and visitors to the Site ("Users") may make changes to the Design for the purposes of creating and ordering Products.
You may delete or hide your Design from the Site at any time, but due to caching and other technical issues, it may take a number of days for it to be completely removed from the Site. You retain all copyright and other intellectual property rights in your Design. Upon the removal of a Design, the licenses above will terminate, except that Forudesigns will fulfill any orders placed prior to termination and Forudesigns may continue to use your Design in marketing and promotional materials if such materials were created prior to removal of the Design.
Tags, Spam and Descriptions.
Forudesigns and its community work together to keep the Site and related programs working properly, in a secure manner and for the mutual benefit of the community.
At the time you post a Product for sale, you will be asked to provide information (title, description, tags, categories) about your Design so that visitors to the Site can search and find relevant Products. You will make best efforts to provide accurate, non-misleading information about your Designs and you agree not to submit unrelated information in connection with your Design for any purpose. If Forudesigns determines that information is misleading or inaccurate or that it violates the rights of a third party, Forudesigns may delete such information or your Design(s) entirely, in its sole discretion.
There are several key pieces of information about your item that Forudesigns uses to help Users find what they are looking for, including but not limited to: titles, tags, attributes and categories. It's very important to accurately label your items. By providing high-quality, accurate information, you help Users find your Products quickly and easily. Inaccurate information can create a frustrating and unproductive shopping experience for everyone in the marketplace.
Forudesigns asks that you do not engage in script writing or other unacceptable back door computing practices in an effort to post multiple products for sale.
By using the Site, you agree to use the Site and conduct your business in a manner that demonstrates common sense and respect for the rights of Forudesigns, other Designers, Users and third parties and in accordance with applicable laws and regulations.
Please report problems, offensive content, and policy violations to us at email@example.com.
What is prohibited?
Here are some of the basic rules for labeling your products:
- • Only use accurate and relevant terms that describe the specific Product in your listing.
- • You may not set the maturity rating of your Products inaccurately. In other words, if your Product is only appropriate for mature/adult audiences, you must rate it "Rated-R". If it is not appropriate for Children, you must rate it "Rated -PG-13". If your Product is appropriate for everyone, please rate it "Rated-G".
- • For products with descriptions that include minimum age requirements, you may only publish designs that are consistent with such requirements.
- • You may use relevant synonyms.
- • You must not label a Product with related, but inaccurate words.
- • You may not intentionally misspell your products (unless such misspelling is part of the Design).
- • You may use a short descriptive phrase as a tag if it accurately describes your item.
- • You may not stuff multiple words into a single tag that do not comprise a descriptive phrase.
- • You should only state what the item is, not what the Product may become or potential uses for the Product.
- • You may not use words that are derogatory
- • You may not use malicious tags or descriptions.
- • You may not use copyrighted material.
- • Tags or attributes that are duplicates are not allowed.
If you are uncertain as to whether a Tag/Description falls into one of the categories listed above, contact our CMT by email at:
If you do not follow the rules set forth above, Forudesigns may:
- • Delete the Product(s)
- • Suspend your Designer account with Forudesigns ("Account").
- • Terminate your Account.
- • Withhold any Earnings for Products that contain inappropriate or inaccurate descriptive information.
How does Forudesigns enforce these rules?
Forudesigns may take the following actions to enforce the terms of this Agreement:
- • Send a notification informing you of the offending action, behavior, tag, spam or description and request that you take corrective action immediately.
- • Make your Product(s) unavailable.
- • Delete your Product(s).
- • In the case of certain repeat offenders, we will, in our sole discretion, withhold payment of your Royalties.
- • In the case of certain repeat offenders, we will suspend and/or terminate your Account.
Additionally, we reserve the right at any time to remove, limit, suspend, terminate our service and User accounts, prohibit access to our sites and their content, services and tools, delay or remove Designs and Products (including websites) from the Site and discontinue our relationship with any Designers that we determine in our sole discretion are in violation of the above-listed guidelines, including but not limited to tags that infringe the intellectual property rights of third parties, or are unlawful, fraudulent, threatening, libelous, defamatory, obscene or otherwise objectionable. Any Account posting or hosting objectionable Content or recommending objectionable websites are subject to termination. Also, we reserve the right to remove content that we determine in our sole discretion is primarily intended to promote a Product or service.
For Payment Terms, please see the Forudesigns Terms & Conditions.
Forudesigns will not pay you a Royalty for sales of any Products which incorporate a Design that violates this Agreement, the Forudesigns User Agreement or any of your representations below. For example, if Forudesigns discovers that one of your Designs infringes someone else's copyright or that you do not have the right to use the Design, Forudesigns reserves the right to reverse all Royalties for such Designs, whether due or already paid.
We may make your Designs available to some of our partners in connection with certain special programs and arrangements. In such cases, Your Royalty Rate will not apply. Your participation is voluntary and the terms of the specific program will be announced at the launch of such program and such terms will control the program if you choose to participate.
You will be given the opportunity to participate in our volume and bulk discount programs. If you choose to do so, different rules which will be launched at the time the volume/bulk discount program is launched will be published and those rules will apply to the program if you choose to participate.
Marketing and Promotions.
Forudesigns may market, promote, and sell Products on the Site, on other websites, and/or through distributors and wholesale or retail channels. Forudesigns may run promotions (including volume discounts and special sales discounts). Forudesigns is responsible for the cost of promoting the offer and producing and fulfilling the orders, and you acknowledge that your Royalty will be based on the amount of revenue Forudesigns actually receives for the sale of Products.
You represent that:
- • You are the owner of the Design or that the Design is in the public domain; and
- • You have the legal right grant this license to Forudesigns and to enter into this Agreement; and
- • To your knowledge, no one else claims ownership of, or exclusive rights to, the Design; and
- • The Design does not infringe the privacy, celebrity, moral or other rights of any third party; and
- • The Design does not contain any defamatory, obscene or discriminatory content or any illegal material;
- • Forudesigns may legally make and sell Products incorporating the Design without infringing the rights of any third party and without being obligated to make any payments to, or obtain any permission from, any third party; and
If you have a dispute with one or more Users or Designers, you release Forudesigns (and Forudesigns's 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.
This Agreement supplements the Forudesigns Terms & Conditions, which is incorporated by this reference.
At Forudesigns, we are very excited to support our Forudesigns creators 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 Forudesigns 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 Forudesigns creators 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 campaigns on the Forudesigns service.
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 bran d 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 Forudesigns creators?
Forudesigns creators are not allowed to use third party trademarks unless they have permission. Forudesigns conducts preventive reviews of all campaigns to help ensure third party rights are not violated.
Here are a few examples of products that feature trademarked material. These campaigns would be flagged during our review process and terminated. You can hover or tap on a design to learn why it is covered under trademark law.
o This design uses the trademarked name "Adidas," which is a registered mark owned by Adidas. Adidas owns the exclusive rights to use "Adidas" on merchandise.
o Like most brands, Puma owns a trademark protecting its name and iconic logo. This campaign would be suspended for its unauthorized use of "Puma".
What if the logo itself isn't used?
The first example above shows a mark owned by Major League Baseball. As you would expect, all professional and college team logos are clearly protected by trademark. But the legal protection extends well beyond the team name and logos themselves. If a design shows a combination of elements that clearly indicate a particular team, then that design is considered infringing as well. For example, if a shirt that includes a baseball image, a reference to Boston and the colors used by the Red Sox team, the trademark owner would very likely have a claim for infringement.
What's the best test to use?
As described in the preceding paragraph, courts have prohibited the use of various elements of a brand, even if the exact logo or name isn't used. So the best way to think about when a design is problematic is whether the design is intended for fans of a particular product or organization. If you look at a design and you know that it is meant for Red Sox fans, then it is very likely that courts would prohibit the use of that design under trademark law.
• Copyright protection
Copyright has existed for hundreds of years (it even predates the US Constitution). The underlying idea is to give creators 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 Forudesigns creators?
Forudesigns creators are not allowed to use third party copyrighted works unless they have permission.
Here are a few examples of designs that include copyrighted works. The first two show well-known content. The last example shows an original work made from scratch.
o This design uses all original artwork, and therefore receives automatic copyright protection. Others who copy the design without making changes would be infringing upon the creator's copyright.
o The owners of the creative assets used in the movie the Zootopia control the use of all of those assets. This is an example of a copyrighted work that may not be printed without permission of the rights holder.
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, Forudesigns 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.
• You can learn more about trademark and copyright using the following resources:
0. USPTO.gov - The U.S. Patent and Trademark Office site offers a FAQ section, and a search engine where you can check for registered marks.
1. Copyright.gov - The U.S. Copyright office offers a helpful FAQ.
2. Trademarkia.com - Trademarkia also provides an easy-to-understand FAQ section and search engine.
3. Licensing Pages - Many brands and organizations have pages (look for a "Terms" page) that outlines their owned copyrights and trademarks.
4. AVVO - A website that allows users to ask for and receive free legal advice from reputable lawyers.
Acceptance of Terms
UNLESS OTHERWISE EXPRESSLY PROVIDED HEREIN, THIS PURCHASE ORDER ("ORDER") CONSTITUTES THE ENTIRE CONTRACT BETWEEN THE SELLER ("SELLER") NAMED ON THE FACE HEREOF AND FORUDESIGNS INC. AND ITS SUBSIDIARIES AND AFFILIATES ("Forudesigns") COVERING THE GOODS AND SERVICES DESCRIBED BELOW. ANY PROVISIONS IN ANY ACKNOWLEDGMENT FORM OR OTHER DOCUMENT PREPARED BY SELLER WHICH VARY FROM OR ARE ADDITIONAL TO THE PROVISIONS OF THIS ORDER SHALL NOT BIND Forudesigns AND ARE EXPRESSLY REJECTED UNLESS AN AUTHORIZED Forudesigns REPRESENTATIVE EXPRESSLY ASSENTS THERETO IN A SIGNED WRITING. ANY SHIPMENT OR PARTIAL SHIPMENT OF THE GOODS BY SELLER SHALL BE DEEMED TO BE AN ACCEPTANCE OF THIS ORDER. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE TERMS OF THIS ORDER AND ANY PURPORTED ACCEPTANCE OR ACKNOWLEDGMENT INVOICE BY SELLER, THE TERMS OF THIS ORDER SHALL PREVAIL.
To the extent this Order is deemed an acceptance of a previous offer by Seller, any such acceptance is expressly conditioned on assent by Seller to the terms of this Order and shipment of the Goods or beginning performance of any Services by Seller shall constitute such assent.
1. Service & Deliverables
Seller agrees to perform the services ("Services") and provide the goods or Service deliverables (collectively referred to as "Goods"), described in this Order, and in accordance with this Order, and any scope of work document attached to this Order.
2. Shipment and Delivery
Unless otherwise specified, Seller shall pack, mark and ship all Goods in compliance with all applicable transportation regulations, good commercial practice, and in a manner adequate to insure the safe arrival of the Goods at the named destination. Any expense incurred by Forudesigns as a result of improper preservation, packing, packaging, marking or method of shipment shall be reimbursed by Seller. An itemized packing list showing this Order number, supplier part number and quantity desired shall be included with each shipment and each container shall be marked to show the Order number. Seller shall mark all containers with necessary lifting, handling, and shipping information, and with Order numbers, date of shipment, packing sheets, delivery tickets, bills of lading, and the names of consignee and consignor. Seller shall commence processing the Order in accordance with the Turn Around Time on the Purchase Order. No partial or complete delivery shall be made hereunder prior to the delivery schedule date on the Purchase Order unless Forudesigns has given prior written consent. If no delivery schedule is specified, the Order shall be filled promptly and delivery will be made by the method agreed by the parties. The specific quantities ordered must be delivered in full and may not be changed without Forudesigns's prior written consent. Seller agrees to notify Forudesigns immediately if at any time it appears that the delivery schedule set forth herein may not be met. Such notification shall include the reasons for possible delays, steps being taken to remedy such problems and a proposed new delivery date. Forudesigns may elect to be excused from part or full performance hereunder in the event of delays in delivery of conforming Goods in the quantities specified, regardless of whether such delay or failure is actually or approximately caused by Seller, common carriers, other parties, acts of God, strikes, boycotts, other labor troubles, production delays, scarcity of resources, laws including changes therein, government orders, riots, war, fire, weather, earthquake or actual or proximate causes of any other type whatsoever. Time is of the essence. Delivery of Goods shall be made pursuant to the schedule, via the carrier and to the place specified on the face of this Order. If any of the Goods are imported into any other country, Seller will be responsible for all legal, regulatory and administrative requirements associated with any importation and the payment of all associated duties, taxes and fees. In the event Seller's inventory of any particular Good or Service is nearing depletion, Seller shall fulfill outstanding Purchase Orders from Forudesigns on a pro-rata basis with Seller's other customers. Forudesigns shall periodically provide Seller a good faith but non-binding forecast of units to be purchased.
3. Over shipments and Out of Stock
Forudesigns will pay only for quantities ordered. Over shipments will be held at Seller's risk and expense for a reasonable time awaiting shipping instructions. Return shipping charges for over-shipped quantities will be at Seller's expense. Seller shall provide Forudesigns with reasonable prior written notice for any Good or Service it intends to discontinue and afford an opportunity for Forudesigns to make additional purchases of such Good or Service.
Forudesigns may at any time make changes in the delivery schedules, place of delivery, designs, quantities, and specifications for the Goods ordered hereunder. Forudesigns may cancel any Order within the Cancellation period set forth on the Purchase Order.
5. Risk of Loss & Destruction of Goods
5.1. Unless Forudesigns provides otherwise in writing, the terms, choice of carrier and routing of shipment shall be F.O.B. destination basis to the delivery address designated by Forudesigns. Forudesigns may revise shipping instructions as to any unshipped Goods.
5.2. Risk of loss shall remain with Seller until delivery of the Goods to Forudesigns at the named destination, regardless of the point of inspection, if any, and Seller shall maintain insurance against loss in transit to such point, and Forudesigns shall not be required to assert any claims against common carriers.
Payment is made when Forudesigns's check is mailed. Payment shall not constitute acceptance. Seller shall invoice Forudesigns for all Goods delivered and all Services actually accepted. Each invoice submitted by Seller must be provided to Forudesigns within ninety (90) days of completion of the Services or delivery of Goods and must reference the applicable Order, and Forudesigns reserves the right to return all incorrect invoices. Unless otherwise specified on the face of this Order, Forudesigns shall pay the invoiced amount within sixty days after receipt of a correct invoice. Seller will receive no royalty or other remuneration on the production or distribution of any products developed by Forudesigns or Seller in connection with or based on the Goods or Services provided. Forudesigns may at any time set off any amount owed to Seller or any of its affiliated companies. Invoices shall be submitted in duplicate and shall include the corresponding Order numbers obtained from Forudesigns, item number, description of item(s), quantities, unit price, extended totals, and Seller's packing slip number, in addition to any other information specified herein. All invoices without the corresponding information may be returned to Seller without payment. All invoices shall be mailed directly to Forudesigns's Account Payable Department at the following address: Forudesigns, Attn.: Payment, NO.9 Chifeng Road, Quanzhou City，Fujian Province, PR. China, zip code 362000. No Services shall commence by Seller for Forudesigns unless written Order document has been received by the Seller from Forudesigns. Unless otherwise specified, the prices set forth in the Order include all acceptable federal, state and local taxes. All such taxes shall be stated separately on Seller's invoice. Unless Forudesigns has provided Seller with a valid exemption resale certificate, or unless Forudesigns is otherwise exempt, Forudesigns shall pay any applicable sales or use taxes levied on the Goods, and Seller shall pay all other taxes on or related to the Goods and on the shipment thereof to Forudesigns. Any packing, storage, transportation or delivery charges prepaid or payable to Forudesigns which are separately stated on Seller's invoice shall not be subject to sales or use taxes to the extent permitted by law.
Seller warrants that the price charged for the Goods ordered herein are not less favorable than those currently extended by Seller to its other customers buying the same or similar goods in equal or smaller quantities under similar circumstances. No extra charges of any kind, including charges for packing or cartage, will be allowed unless specifically agreed to by Forudesigns in writing in advance. If price terms are omitted from the face of this Order, subject to Section 6, the price of the Goods shall be the lower of: (1) the price last quoted by Seller; (2) the last price paid by Forudesigns to Seller for like goods; or (3) the prevailing market price at the time of shipment. In the event that Seller should increase the price charged for the Goods ordered herein prior to the delivery thereof, Seller will honor this Order at the prices quoted on the face of this Order or as provided in this Section 7, as applicable.
8.1. Services: Seller represents and warrants that all Services shall be completed (i) in a professional, workmanlike manner, with the degree of skill and care that is required by current, good and sound professional procedures; and (ii) in accordance with applicable specifications and shall be correct and appropriate for the purposes contemplated in this Order. Seller represents and warrants that the performance of Services under this Order will not conflict with, or be prohibited in any way by, any other agreement or statutory restriction to which Seller is bound. If Seller breaches the foregoing warranty, Seller shall, at Forudesigns's option, re-perform the Services or refund Forudesigns all amounts paid.
8.2. Goods: Seller warrants that all Goods, including all parts and components thereof, will be new and will not be used, reconditioned or refurbished without the prior written consent of Forudesigns. Seller warrants that all Goods delivered shall be free from defects in materials and workmanship and shall conform to all applicable specifications, blueprints, drawings and data or Seller's samples, if any, for a period of twelve (12) months from the date of delivery to Forudesigns or for the period provided in Seller's standard warranty covering Goods, whichever is longer. Additionally, Seller warrants that the Goods will be: fit for the use intended by Forudesigns; free from any actual or claimed patent, copyright or trademark infringement; and subject to all written and oral express warranties made by Seller's agents; subject to all warranties implied in law and; will be free from liability for the payment of royalties. All warranties shall be construed as conditions as well as warranties and shall not be exclusive. All warranties and Service guaranties shall run both to Forudesigns and to its customers and shall survive acceptance and payment by Forudesigns. Seller hereby agrees that it will make spare parts available to Forudesigns for a period of five (5) years from the date of shipment at Sellers then current price, less applicable discounts. If Forudesigns identifies a warranty problem with the Goods during the warranty period, Forudesigns shall be entitled to seek any of the remedies set forth in Section 16 below. Any replacement or repaired Goods shall be warranted for the remainder of the warranty period or six (6) months, whichever is longer.
8.3. Routine Maintenance: Forudesigns agrees to perform the routine maintenance activities provided in writing by Seller.
Forudesigns or its third party designate may inspect and test the Goods at any time at the place of manufacture, prior to shipment or upon receipt or at such time or place as it shall choose, notwithstanding its having paid for the Goods prior to inspection. Goods shall also be subject to final inspection and acceptance at Forudesigns's facility. Payment for items ordered hereunder shall not constitute acceptance. No acceptance by Forudesigns shall be effective with respect to latent defects. The process of inspection shall not be deemed to constitute acceptance of the Goods nor shall it be deemed a waiver of any of Forudesigns's rights and remedies hereunder. Failure to inspect the Goods shall not be deemed to constitute: (1) acceptance of any defective or nonconforming Goods; or (2) waiver of any of Forudesigns's rights or remedies arising by virtue of any defect or nonconformance. Forudesigns's failure to specify any defect or nonconformance in rejecting any or all of the Goods shall not prevent Forudesigns from relying on such defect or nonconformance to establish a failure of the Goods to conform to generally accepted industry standards for similar Goods or otherwise justify rejection. If Goods tendered do not wholly conform to the provisions hereof, Forudesigns shall have the right to reject such Goods. Nonconforming Goods will be returned to Seller freight collect and risk of loss will pass to Seller upon Forudesigns's delivery to the common carrier.
10. Independent Contractor
Seller is an independent contractor for all purposes, without express or implied authority to bind Forudesigns by contract or otherwise. Neither Seller nor its employees, agents or subcontractors ("Seller's Assistants") are agents or employees of Forudesigns, and therefore are not entitled to any employee benefits of Forudesigns, including but not limited to, any type of insurance. Seller shall be responsible for all costs and expenses incident to performing its obligations under this Order and shall provide Seller's own supplies and equipment and shall control the method and means of performing the Services.
11. Seller Responsible for Taxes and Records
Seller shall maintain accurate and complete records reflecting compliance with this Order. Forudesigns shall have no responsibility to pay or withhold from any payment to Seller under this Order, any federal, state or local taxes or fees. Forudesigns or its third party designate may audit Supplier during the Term to ensure compliance with this Order.
Seller shall be solely responsible for maintaining for itself and requiring Seller's Assistants to maintain such adequate health, auto, workers' compensation, unemployment compensation, disability, liability, and other insurance, including blanket contractual coverage insuring claims resulting from the indemnification of Forudesigns required by this Order, as is required by law or as is the common practice in Seller's and Seller's Assistants' trades or businesses, whichever affords greater coverage. Upon request, Seller shall provide Forudesigns with certificates of insurance or evidence of coverage before commencing performance under this Order. Seller shall provide adequate coverage for any Forudesigns property under the care, custody or control of Seller or Seller's Assistants.
Seller shall indemnify, hold harmless, and at Forudesigns's request, defend Forudesigns, its officers, directors, customers, agents and employees, against all claims, judgments, penalties, disbursements, liabilities, damages, losses and expenses, including attorneys' fees and cost of suit arising out of or in any way connected with the Goods or Services provided under this Order, including, without limitation, (1) any claim based on the death or bodily injury to any person, destruction or damage to tangible or intangible property, or contamination of the environment and any associated clean-up costs, (2) Seller failing to satisfy the Internal Revenue Service's guidelines for an independent contractor, (3) any claim based on the actual or alleged violation of any applicable law or negligence, omissions or willful misconduct of Seller or any Seller's Assistants, and (4) any claim by a third party against Forudesigns alleging that the Goods or Services, the results of such Services, or any other products or processes provided under this Order, infringe a patent, copyright, trademark, trade secret or other proprietary right of a third party, whether such are provided alone or in combination with other products, software or processes. Seller shall not settle any such suit or claim without Forudesigns's prior written approval. Seller agrees to pay or reimburse all costs that may be incurred by Forudesigns in enforcing this indemnity, including attorneys' fees. Privacy of contract by the injured person(s) shall not be a prerequisite to Seller's liability hereunder. Should Forudesigns's use, or use by its distributors, subcontractors or customers, of any Goods or Services purchased from Seller be enjoined, be threatened by injunction, or be the subject of any legal proceeding, Seller shall, at is sole cost and expense, either (a) substitute fully equivalent non-infringing Goods or Services; (b) modify the Goods or Services so that they no longer infringe but remain fully equivalent in functionality; (c) obtain for Forudesigns, its distributors, subcontractors or customers the right to continue using the Goods or Services; or (d) if none of the foregoing is possible, refund all amounts paid for the infringing Goods or Services.
Seller will acquire knowledge of Forudesigns Confidential Information (as defined below) in connection with its performance hereunder and agrees to keep such Forudesigns Confidential Information in confidence during and following termination or expiration of this Order. "Forudesigns Confidential Information" includes but is not limited to all information, whether written or oral, in any form, including without limitation, information relating to the research, development, products, methods of manufacture, trade secrets, business plans, customers, vendors, finances, personnel data, Work Product (as defined herein) and other material or information considered proprietary by Forudesigns relating to the current or anticipated business or affairs of Forudesigns which is disclosed directly or indirectly to Seller. In addition, Forudesigns Confidential Information means any third party's proprietary or confidential information disclosed to Seller in the course of providing Services or Goods to Forudesigns. Forudesigns Confidential Information does not include any information (1) which Seller lawfully knew without restriction on disclosure before Forudesigns disclosed it to Seller, (2) which is now or becomes publicly known through no wrongful act or failure to act of Seller, (3) which Seller developed independently without use of the Forudesigns Confidential Information, as evidenced by appropriate documentation, or (4) which is hereafter lawfully furnished to Seller by a third party as a matter of right and without restriction on disclosure. In addition, Seller may disclose Confidential Information which is required to be disclosed pursuant to a requirement of a government agency or law so long as Seller provides prompt notice to Forudesigns of such requirement prior to disclosure.
Seller agrees not to copy, alter or directly or indirectly disclose any Forudesigns Confidential Information except solely as necessary to provide the Goods and Services. Additionally, Seller agrees to limit its internal distribution of Forudesigns Confidential Information to Seller's Assistants who have a need to know, and to take steps to ensure that the dissemination is so limited, including the execution by Seller's Assistants of nondisclosure agreements with provisions substantially similar to those set forth herein. In no event will Seller use less than the degree of care and means that it uses to protect its own information of like kind, but in any event not less than reasonable care to prevent the unauthorized use of Forudesigns Confidential Information.
Seller further agrees not to use the Forudesigns Confidential Information except in the course of performing hereunder and will not use such Forudesigns Confidential Information for its own benefit or for the benefit of any third party. The mingling of the Forudesigns Confidential Information with information of Seller shall not affect the confidential nature or ownership of the same as stated hereunder. Seller agrees not to design or manufacture any products which incorporate Forudesigns Confidential Information. All Forudesigns Confidential Information is and shall remain the property of Forudesigns. Upon Forudesigns's written request or the termination of this Order, Seller shall return or transfer to Forudesigns all Forudesigns Confidential Information, including all Work Product, as defined herein, and all copies thereof.
15.1. Termination for Insolvency. In the event of the institution of any proceedings by or against Seller, whether voluntary or involuntary, under bankruptcy, reorganization or insolvency laws, or in the event of the appointment of a receiver or trustee or a general assignment for the benefit of creditors of Seller hereto, Forudesigns shall be entitled to terminate this Order without incurring any costs or liability to Seller. In the event of such termination, Forudesigns shall pay Seller for the portion of the Services satisfactorily performed and those conforming Goods delivered to Forudesigns through the date of termination, less appropriate offsets, including any additional costs to be incurred by Forudesigns in completing the Services.
15.2. Termination for Default. Forudesigns may, by written notification, terminate this Order in whole or part if Seller fails (a) to make delivery of the Goods or perform the Services within the time specified herein, or within any extension thereof by written change order or amendment; (b) to replace or correct defective Goods in accordance with the specifications of this Order; or (c) to perform any of the other provisions of this Order or so fails, in Forudesigns's sole opinion, to make progress as to endanger performance in accordance with its terms.
If this Order is terminated pursuant to this clause, Forudesigns may procure, upon such terms and in such manner as Forudesigns may deem appropriate, Goods similar or substantially similar to those terminated, and Seller shall be liable to Forudesigns for any excess cost occasioned Forudesigns thereby, provided that Seller shall continue the performance of this Order to the extent not terminated.
If this Order is terminated pursuant to this Section 15.2, Forudesigns, in addition to other rights provided herein or by law, may require Seller to transfer title and deliver to Forudesigns, in the manner and to the extent directed by Forudesigns: (i) any completed Goods, and (ii) such partially completed Goods and/or Services (including but not limited to materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights) as Seller has produced or acquired for the performance of this Order, and Seller shall, upon direction of Forudesigns, protect and preserve property as directed in this paragraph which is in the possession of Seller. Payment for completed Goods and Services delivered to and accepted by Forudesigns shall be in an amount agreed upon by Seller and Forudesigns (not to exceed the contract price). However, Seller's obligation hereunder to carry out Forudesigns's directions as to delivery, protection, and preservation shall not be contingent upon prior agreement as to such amount.
Forudesigns's failure to enforce any right under this clause shall not be deemed a waiver of any rights hereunder. The rights and remedies of Forudesigns under this Section 15.2 shall not be exclusive, and such rights and remedies are in addition to any other rights of remedies of Forudesigns provided by law, inequity, or under this Order.
15.3. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES OF ANY NATURE INCLUDING WITHOUT LIMITATION LOST PROFITS AND REVENUES.
If Seller breaches any terms or conditions of this Order, Forudesigns may exercise, singly or in any combination and in any order, any or all rights and remedies available to the Forudesigns at law or in equity, as well as any other rights provided for under this Order, including, without limitation, the right to, at Forudesigns's option: (1) In the case of defective or nonconforming Goods, require Seller to promptly repair or replace the Goods or any component thereof, and upon Seller's failure to or refusal to do so, to repair or replace the same at Seller's expense; (2) Refund the purchase price and cost of shipment to Forudesigns; (3) In the case of defective or nonconforming Goods, to reject any shipment or delivery or part thereof; (4) Cancel any outstanding deliveries under this Order and treat the breach by Seller as Seller's repudiation of this Order; (5) Hold Seller liable for all delays or other failures to timely deliver conforming Goods in the quantities specified herein regardless of whether such delays or failures arise or result from actions or inactions of Seller, third parties or from any other actual or proximate cause, whatever its nature and such liability shall include, without limitation, all consequential, special and contingent damages including losses sustained or anticipated to be sustained by Forudesigns as a result of Forudesigns's inability to meet its contractual obligations to third parties or to enter into contracts with third parties; and (6) In the case where conforming Goods fail to arrive at the destination and within the time specified by this Order, Forudesigns may, but need not, immediately purchase substitutes therefor and Seller shall be liable for all damages and expenses resulting from such failure; and
17. Force Majeure
Forudesigns shall not be liable for any failure to perform including failure to (1) accept performance of Services or, (2) take delivery of the Goods as provided caused by circumstances beyond its control which make such performance commercially impractical including, but not limited to, acts of God, fire, flood, acts of war, government action, accident, labor difficulties or shortage, inability to obtain materials, equipment or transportation. In the event Forudesigns is so excused, either party may terminate the Order and Forudesigns shall at its expense and risk, return any Goods received to the place of shipment.
18. Attorney's Fees
In any action to enforce this Order, the prevailing party shall be entitled to recover all court costs and expenses and reasonable attorneys' fees, in addition to any other relief to which it may be entitled.
If any provision of this Order shall be deemed to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Neither this Order nor any interest therein, except the right to receive payment from Forudesigns, may be assigned by Seller, by operation of law or otherwise, without the prior written consent of Forudesigns. No assignment of the right to receive payment shall affect Forudesigns's right of setoff against Seller nor shall such assignment be binding on Forudesigns unless and until Forudesigns receives an executed copy of the assignment and each invoice to be paid to the assignee is clearly marked to show such assignment. This Order shall bind and inure to the benefit of Forudesigns's assigns and successors, including, without limitation, any entity with which or into which Forudesigns shall merge or consolidate.
Except for Orders which may be sent by local mail, facsimile transmission, or electronically transmitted, all notices, and other communications hereunder shall be in writing, and shall be addressed to Seller or to an authorized Forudesigns representative, and shall be considered given when (a) delivered personally, (b) sent by confirmed telex or facsimile, (c) sent by commercial overnight courier with written verification receipt, or (d) three (3) days after having been sent, postage prepaid, by first class or certified mail.
22. Survival of Obligations
Any obligations and duties which by their nature extend beyond the expiration or termination of this Order shall survive the expiration or termination of this Order.
23. Entire Agreement; Modification
This Order and any attachments incorporated or referred herein constitute the complete, final and exclusive statement of the terms of the agreement between the parties and supersedes any and all other prior and contemporaneous negotiations and agreements, whether oral or written, between them relating to the subject matter hereof. This Order may not be varied, modified, altered, or amended except in writing, including a purchase order or a change order issued by Forudesigns, signed by the parties. Notwithstanding the foregoing, this Order will not supersede or take the place of any written agreement which is signed by both parties and covers the same subject matter as this Order or its related purchase orders. Forudesigns's failure to enforce at any time any of the provisions of this Order, to exercise any election or option provided herein, or to require at any time performance by Seller of any of the provisions hereof, shall in no way be construed to be a waiver of such provisions, nor in any way to affect the validity of this agreement or any part thereof, or the right of Forudesigns thereafter to enforce each and every such provision. To be binding upon Forudesigns, any modification of this Order must be in writing and signed by Forudesigns's authorized representative.
24. Compliance with Laws and Regulations
24.1. General: Seller shall comply fully with all applicable federal, state and local laws in the performance of this Order including, but not limited to, all applicable employment, tax, export control and environmental laws; including the obligation to test, label and package products in compliance with the requirements of the Fair Labor Standards Act and Consumer Products Safety Improvement Act of 2008 (as amended). Seller shall comply with the provisions of the Fair Labor Association Workplace Code of Conduct. Seller will conform to all local laws and customs regarding hiring practices, wage and working conditions. Under no circumstances will Seller involve the production of Goods and Services in an environment where underage labor is employed. Vendor will not utilize factories or production facilities that force work to be performed by unpaid laborers or those who must otherwise work against their will.
24.2. Hazardous Materials: If Goods include hazardous materials, Seller represents and warrants that Seller understands the nature of any hazards associated with the manufacture, handling and transportation of such hazardous materials.
25. Injunctive Relief: Seller acknowledges and agrees that the obligations and promises of Seller under this Order are of a unique, intellectual nature giving them particular value. Seller's breach of any of the promises contained in this Order will result in irreparable and continuing damage to Forudesigns for which there will be no adequate remedy at law and, in the event of such breach, Forudesigns will be entitled to seek injunctive relief, or a decree of specific performance.
Returning Damaged / Defective Items
In cases of damage or defect, the return process can often be expedited by providing a digital image of the damage or defect (along with a clear description of the problem) in an email to our customer support team. In many cases, action (in the form of replacement, refund or account credit) can be taken as soon as substantiation of the claim has been provided by the customer.
If the damage / defect cannot be verified over the phone or via email contact, the item may be required to return to Forudesigns for inspection before a determination can be made as to the state of the product.
We may not avoid a little COLOR DIFFERENCE caused by printing, PLEASE ATTENTION: ALL COLORS ARE SUBJECT TO THE ACTUAL PRODUCTS.
Return shipping cost
Forudesigns will provide return service or refund ONLY in cases where items have arrived in damaged condition or are confirmed by a Forudesigns representative to be defective. Otherwise, no abnormalities in our quality under the service will not provide return. Please contact Forudesigns Support at firstname.lastname@example.org for the best solution.
Under no circumstance does Forudesigns reimburse (or provide credit) for return shipping costs incurred by the customer. If the customer want to a new one because of the damage or defect, return shipping costs are the responsibility of the customer.
If a product is damaged or defective, the recipient must make arrangements with Forudesigns Support as to how the return should be handled prior to placing the items back in transit to Forudesigns.
Request an RMA (Return Merchandise Authorization)
Contact Customer Support through the online "Contact Us" form to request Return Merchandise Authorization (RMA) number. You must make this request within 3 days of receiving the shipment.
• Be sure to specify the reason for the return request in the body of your "Question," and indicate any preference for replacement (whether exchanging for an identical product or selecting an alternate style, size or color) or a refund.
• Contact us with custom service online or email to email@example.com.
• Use the Attach Documents field to proactively provide digital images of damaged or defective products.
Return Process Usually Entails
1. Print and fill out the Forudesigns Return form.
2. Include the paperwork in your returning package along with your returning items.
3. Write the RMA number conspicuously on the outside of the package to ensure proper routing upon receipt.
4. Ship the package to:
NO.9 Chifeng Road
Quanzhou City, Fujian Province, PR. China
Zip Code 362000
If you need to contact Forudesigns Customer Support, please
contact us or email us at: firstname.lastname@example.org.