TEESHIRT21 AGREEMENT AND TERMS OF USE FOR ARTIST ACCOUNT AND AFFILIATES MARKETING PROGRAM 


Teeshirt21, LLC dba Teeshirt21 Shirts (“Teeshirt21”) is a service provider that allows artists to upload their original designs to the Teeshirt21 Platform located at www.teeshirt21.com and websites from Teeshirt21 MarketNetwork and offer those designs for sale printed on t-shirts, hoodie sweatshirts, sweatshirts, and other apparel. Teeshirt21 has instituted a performance marketing program whereby individual users may sign up for a Affiliates account and obtain a unique link to market products available on the Teeshirt21 Platform. This Teeshirt21 Agreement and Terms of Use for Artist Account and/or Affiliates Marketing Program (the “Agreement”) governs the respective rights and obligations of Teeshirt21 and the Affiliates and/or Artist, as well as the accepted use of the Teeshirt21 Platform by the Affiliates and/or Artist.

1.DEFINITIONS.

1.1 “Affiliates,” “Artist,” “You” and “Your” refer to the user who signs up for an artist and/or a Affiliates account though the Teeshirt21 Platform located at www.Teeshirt21.com.
1.2 “Affiliates Link” and/or “Your Link” refer to a hyperlink containing a Affiliates’s unique identification code placed by the Affiliates on web sites, social media accounts, or other permitted methods that link back to the Teeshirt21 Platform. Links may take many forms, including but not necessarily limited to text, images, buttons, banners, and videos.
1.3 “Affiliates Site” and/or “Your Site” refer to web sites, blogs, and/or social media where a Affiliates places a Affiliates Link or any method of communication/advertising permitted by this Agreement related to Your Site.
1.4 “Commission” and “Sale Commission” refer to the earned percentage of an individual sale total charged to the Visitor, not including shipping costs, or to the earned bounty (flat rate) per individual sale that Teeshirt21 agrees to pay to an Active Affiliates for a completed sale via the Teeshirt21 Platform. A sale shall be deemed completed only when the Product is accepted by the end consumer.
1.5 “Design” and/or “Your Design” refer to the original artwork, including illustrations, graphics, vector files, renderings, and other text or images in hard copy or digital format provided by the Artist for display on the Teeshirt21 Platform or on physical or electronic products made by or for Teeshirt21.
1.6 “My Manager” refers to the section of the Teeshirt21 Platform that an Artist and/or Affiliates may access with their unique username and password combination for the purposes of managing a Affiliates Account and/or an Artist Account. A Affiliates and/or Artist must provide and edit profile information, payment preferences, Affiliates Site information, Affiliates Link information, upload and edit the Design and mockup, track product views and sales, and to address any other information Teeshirt21 determines, in its sole discretion, is required to meet the purposes of this Affiliates Agreement, through the My Manager section. Furthermore, a Affiliates’s Payments Earned and Payout history may be viewed by the Affiliates in the My Manager section. Lastly, the Royalty and Payout history may be viewed by an Artist in the My Manager section.
1.7 “Payout” refers to an aggregate of Royalties paid to an Active Artist and/or to an aggregate of Commissions paid to an Active Affiliates.
1.8 “Product” refers to any physical or electronic products, including but not necessarily limited to apparel, stickers, promotional materials, and/or anything Teeshirt21 decides, in its sole and complete discretion, to have as an option for purchase.
1.9 “Purchase Price” means the price paid by the customer, retailer, wholesaler, or merchant partner, adjusted by any promotional discounts or coupons, and shall not include shipping or other additional charges.
1.10 “Royalty” and “Royalties” refer to the percentage of an individual sale amount charged to the customer, or retailer, wholesaler, or merchant partner, not including shipping costs, that Teeshirt21 agrees to pay to an Active Artist as a licensing fee for a Design.
1.11 “Sub-Affiliates” refers to a Affiliates who has signed up for the Affiliates Marketing Program through a referral from an approved “Parent Affiliates” and who signs up under that Parent Affiliates’s referral code.
1.12 “Teeshirt21 Site,” “Site,” “Teeshirt21 Platform,” and “Platform” refers to any website(s) owned or operated by or for Teeshirt21.
1.13 “Visitor” refers to any person or user that clicks on a Link to the Teeshirt21 Platform or otherwise uses a computer or other electronic device to view the Teeshirt21 Platform.

2.REGISTRATION.

2.1 To sign up as a Affiliates or an Artist for Teeshirt21 YOU MUST BE AT LEAST EIGHTEEN (18) YEARS OF AGE, and supply a valid tax ID. A valid tax ID can include a Social Security Number for individuals or a federal tax ID for corporations or other business entities. If You are not a U.S. citizen or a representative of a U.S. business, You may be required to provide additional personal or business information for tax reporting purposes.
2.2. To remain eligible to receive Commissions, Sale Commissions, Royalties or Payouts, You must be considered an Active Affiliates or an Active Artist. “Active” shall mean that you have logged into your account at least once in the last three months.
2.3 THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE IN THE TEESHIRT21 AFFILIATES MARKETING PROGRAM: ADULT SITES; SITES THAT DISPLAY ADULT BANNERS; SITES THAT PROMOTE VIOLENCE, BIGOTRY, OR HATRED; SITES THAT PROMOTE ILLEGAL ACTIVITY. WHETHER A SITE QUALIFIES AS BEING ONE OF THE AFOREMENTIONED PROHIBITED TYPE OF SITES SHALL BE WITHIN THE SOLE AND EXCLUSIVE DISCRETION OF TEESHIRT21.
2.4 As part of the registration process, You will select a username (email) and password combination that You use to access Your account via My Manager. YOU MAY NOT USE OUR MARK, “TEESHIRT21,” “TEESHIRT21 SHIRTS,” OR ANY PART OF THE TEESHIRT21 MARK, OR ANY COMBINATION OF WORDS, LETTERS, SYMBOLS, NUMBERS, OR SPECIAL CHARACTERS IN YOUR USERNAME THAT MIGHT IDICATE YOU ARE AN EMPLOYEE, TEAM MEMBER, PARTNER, AGENT, OR DESIGNEE OF TEESHIRT21, OR WHICH MIGHT OTHERWISE CAUSE CONFUSION ABOUT YOUR RELATIONSHIP WITH TEESHIRT21. You are responsible for maintaining the confidentiality of Your username and password, and You are responsible for all usage and activity on Your Account, including use of the account by a third party whether or not you’ve authorized the third party to use Your account. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of Your account by Teeshirt21 and referral to the appropriate law enforcement agencies.

3.ACCEPTED USE.

3.1 You represent to Teeshirt21 that all information You provide in Your account is true and accurate, and any content You provide to Teeshirt21 is solely owned by You or provided by You with the express authority of the person, partnership, company, organization, or other entity You represent; that it does not infringe upon any third-party rights, including without limitation, intellectual property rights; and that it is not defamatory, libelous, unlawful, or otherwise objectionable. You shall remain solely responsible for Your content, Your Link placement, and Your site.

4.PROPRIETARY RIGHTS & INTELLECTUAL PROPERTY LICENSE.

4.1 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 Teeshirt21 Platform, by Teeshirt21, its advertisers, affiliates, or other third parties, may be and/or 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 Teeshirt21 Platform without the authorization of Teeshirt21 or the content owner. You may not publish, reproduce, copy in whole or in part, nor upload, download, post, email, sell, or otherwise distribute content available through the Teeshirt21 Platform in violation of applicable copyright and other intellectual property laws.
4.2 You retain all ownership rights to the Design submitted to the Teeshirt21 Platform. By uploading the Design to the Platform, You hereby grant to Teeshirt21 the nonexclusive, universal, transferable, sublicensable right to use, reproduce, publicly display, sell, and distribute the Design in or on Products available on the Teeshirt21 Platform for direct purchase, or available through other retailers, wholesalers, distributors, merchants, or businesses working with Teeshirt21. By uploading Designs to the Teeshirt21 platform, you specifically acknowledge and agree that these other retailers, wholesalers, distributors, merchants or businesses working with Teeshirt21 may alter the price of products in their sole discretion and that such alteration may affect the amount of Your Payout.
4.3 By uploading the Design to the Platform, You further grant to Teeshirt21 a nonexclusive, universal, transferable, sublicensable right to use, reproduce, publicly display, sell and distribute the Design in or on products in advertising, marketing, samples, and promotional materials for the purpose of promoting the Teeshirt21 Platform and Products. Without limitation, this promotion, marketing, or advertising may consist of: display of Products bearing the Design; Product or content placement bearing the Design in magazines, television shows, movies, and other media; the sale of Products bearing the Design available on the Teeshirt21 Platform through third party product feeds; and the sale of Products bearing the Design available on the Teeshirt21 Platform to other retailers, wholesalers, and distributors or businesses. By uploading Designs to the Platform, you specifically acknowledge that You are permitting Teeshirt21 to offer Products bearing the Design at a discounted price based upon any commercially reasonable basis (including, but not necessarily limited to, volume) and that such discounts may affect the amount of Your Payout.
4.4 You further grant Teeshirt21 the right to make adjustments to the scale of a Design to ensure proper sizing on Products available through the Teeshirt21 Platform. Although those uploading Designs to the Platform will on occasion ask Teeshirt21 to modify the uploaded Design(s), Teeshirt21 cannot and will not make modifications beyond adjustments for sizing as described herein under any circumstances. Any and all modifications to designs/a design, but for adjustments for sizing as described herein, must be made by the person originally uploading the subject Design(s).
4.5 You acknowledge and agree that the Teeshirt21 Platform and any software provided to You or used in connection with the Teeshirt21 Platform including, but not necessarily limited to, any APIs or other scripts containing proprietary and confidential information, is protected by applicable intellectual property and other laws.
4.6 Teeshirt21 grants You a non-exclusive, revocable, and limited license to use the available content and Teeshirt21’s tools, images, and Product mockups for the purposes of promoting the Teeshirt21 Platform on the condition that You provide appropriate attribution and a link to the Teeshirt21 Platform. Teeshirt21 reserves the right to terminate this license at any time.
4.7 The intellectual property rights in or relating to the content of any notes, messages, emails, postings, letters, ideas, suggestions, concepts, or other written materials which You submit or communicate to Teeshirt21 (excluding the Design(s) submitted by You) will automatically be deemed to the assigned, granted, and transferred by You to Teeshirt21 upon their submission or communication to Teeshirt21, and You do assign all rights therein to Teeshirt21 and agree that the same will automatically become the property of Teeshirt21 and that Teeshirt21 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 Teeshirt21 may elect in perpetuity.
4.8 Teeshirt21 grants You a revocable, non-exclusive, royalty-free license for the term of this Agreement, to access My Manager for the purposes of allowing You to market products for sale through a unique Affiliates Link to the Teeshirt21 Platform, and to track Your qualifying sales.
4.9 Teeshirt21 grants you a revocable, non-exclusive, royalty-free license for the term of this Agreement to use the images, trademarks, trade names, service marks, and logos of Teeshirt21, as provided in My Manager or via electronic mail without alteration, to be used solely for the purpose of marketing products for sale through a Link to the Teeshirt21 Platform.
4.10 Except for the rights expressly granted herein, this Agreement does not transfer any intellectual property or technology of Teeshirt21 to You, and all rights, titles, and interest in such intellectual property and technology, whether developed, licensed, or owned by Teeshirt21 shall remain with Teeshirt21. You agree not to directly or indirectly reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets of Teeshirt21.
4.11 You acknowledge that Teeshirt21 may, at any time, review the Design contemplated under this Agreement, and the content it contains for adherence to our guidelines, compliance with the terms and conditions set forth in this Agreement, and for compliance with intellectual property protections, and shall have the right, but not the obligation, in its sole discretion to remove any Design that is available on the Teeshirt21 Platform.
4.12 Teeshirt21, in its sole discretion, reserves the right to reject or remove a Design or Designs that incorporates mature content, including but not necessarily limited to Designs that contain vulgar or crude language; contain lewd or lascivious depictions or descriptions of sex acts; contain depictions or descriptions of male or female genitalia; promote hatred, racism, homophobia, xenophobia, bullying, or scorn of individuals or groups; and/or promotes violence, self-harm, self-mutilation, or suicide.

5.PLACING LINKS.

5.1 Upon approval by Teeshirt21 for acceptance into the Affiliates Marketing Program, You may post Links in accordance with this Agreement. If such Links are not dynamically updated through www.Teeshirt21.com, You are responsible for updating Your Links to the Teeshirt21 Platform when notified to do so in order to earn Sale Commissions.
5.2 You may not use the following methods to place Links: 
a. Newsgroups, unsolicited emails, ICQ, banner networks, counters, chatrooms, or guestbooks. Any Link placed must be done in such a way that it is not misleading to any potential Visitor and done with the intention of delivering valid sales.
b. GoogleAdWords, AdSense, or any other “pay-per-click” networks such as Yahoo! Or MSN to advertise directly to the Teeshirt21 Platform. You may use pay-per-click networks to advertise Your Site, then link to Teeshirt21 through your Affiliates Link, but the advertising verbiage may not include “Teeshirt21,” “Teeshirt21 Shirts,” or any other word combination that resembles or implies the Teeshirt21 company name, Teeshirt21 trademarks, Teeshirt21 service marks, or website URL.
c. Coupon, deals, or discount websites or lists, which imply that by the potential Visitor clicking on a link they will be getting a discount in some way, even if you remove all “coupon,” “discount,” or “deal” language from the listing you create.
d. Adware, Toolbars, or other “desktop” advertising software, including any and all third party advertising platforms that use a desktop application to display ads in any form.
e. Use of existing or future software products that block, alter, direct, redirect, substitute, insert, append itself to, or otherwise intercept or interfere in any manner with any click-through or other traffic-based transaction that originated from a Teeshirt21 Affiliates with the result of reducing any compensation or other payment earned by or owing to Teeshirt21 Affiliatess.
5.3 Teeshirt21 shall monitor the use of Your unique Affiliates Link and collect data related to such use for purposes including without limitation tracking completed sales, calculating Commissions and Payouts, and improving the Affiliates Program.

6.ARTIST COMPENSATION.

6.1 Provided that You are an Active Artist, as defined in Section 2.2., Teeshirt21 agrees to pay You a Royalty for each unit of Product sold bearing Your Design on the Site. Rotalty Rate For Artist is 15% on product price (not include shipping fee)
6.2 Teeshirt21 reserves the right to retain Royalties for sales of any Products of inactive Artists or which involve a Design that violates this Agreement or constitutes a breach of Your warranties or representations.
6.3 If you are registered with Teeshirt21 as both an Artist and a Merchant under the Teeshirt21 Merchant Partners Program, Teeshirt21 will not pay You a Royalty for the sale of any Products bearing Your Design that originate from Your Merchant site.
6.4 Royalties earned post to Your Account on a rolling basis and may fluctuate as credits and debits are applied. Such credits or debits may be the result of different circumstances including, but not necessarily limited to, the return of a Product; a duplicate entry/order or other clear error; a non-bona fide transaction where there is no Artist failure to comply with this Agreement; or, with respect to a sale, non-receipt of payment from, or refund of payment to, the customer, retailer, wholesaler, or merchant partner, (collectively known as a “Chargeback” or “Chargebacks,” regardless of the reasoning). Teeshirt21 may apply Chargebacks to Your account at any time Teeshirt21 determines, in its sole discretion, that applying such Chargeback/Chargebacks is warranted.
6.5 Payouts are calculated on a rolling basis and may be requested once the Payout amount exceeds USD$50.00. No Payout can be requested, and no Payout will be made, until and unless You are an Active Artist and the Payout amount meets or exceeds the USD$50.00 threshold. If Your Payout meets or exceeds the USD$50.00 threshold, payment will issue according to the payment preference You choose for such payments as indicated on My Manager for Your account. There may be a delay in payout processing and Teeshirt21 shall not be liable for any damages whatsoever for any such damages or injury based upon such delay, regardless of whether the reason for the delay is within or outside of Teeshirt21’s direct or indirect control. Payouts that may be issued, but that remain unrequested and age over 365 days, will be considered forfeited by the user and may be claimed by Teeshirt21 in Teeshirt21's sole discretion.
6.6 Payouts may be delayed or withheld entirely if You fail to provide full and accurate payment information and tax documentation, where required.
6.7 You are responsible for accurately reporting all Royalties earned and Payouts received to the appropriate governmental entities, and shall be further responsible for any and all taxes and penalties to foreign, federal, state, municipal, etc., governments.

7.ATTRIBUTION, PRODUCT DESCRIPTIONS, AND KEYWORDS.

7.1 You shall select and maintain an Artist Name to be used for attribution on the Teeshirt21 Platform.
7.2 An artist may create and edit a title, description, and keyword search terms for their Design in My Manager when uploading the necessary files and/or after the Design is live on the Teeshirt21 platform. The product description and keywords must accurately reflect the content and representations of the Design and be logically connected to the Design.
7.3 You are prohibited from creating Product titles, descriptions, and keyword search terms that are false or misleading as to Product availability, cost, promotions, discounts, savings, or charitable partnerships and planned donations; that contain any words, images, or links that infringe on the rights of third parties, including without limitation intellectual property rights; that contain any warranty language, including express or implied warranties of merchantability and fitness for a particular purpose; that contain any guarantees as to delivery, availability, product origin, product brand, customer service, customer satisfaction; or that contain any such other promises that would establish an obligation between Teeshirt21 and an end-user of the Teeshirt21 Platform.
7.4 Product titles, descriptions, and keywords may be subject to review and revision by Teeshirt21 without notice.

8.AFFILIATES COMPENSATION

8.1 Provided that You are an Active Affiliates, as defined in Section 2.2., Teeshirt21 agrees to pay You a Commission for completed sales through the Teeshirt21 Platform by Visitors who are directed to the Teeshirt21 Platform via your Affiliates Link. In order to place Links, You must first be approved as a Affiliates by Teeshirt21. Affiliates Commission Rate: 25% on product price (not include shipping fee). You understand that the Commission may be changed at any time. You are responsible for determining if the Commission for a Link You have placed has changed or been discontinued.
8.2 Commissions earned post to Your account on a rolling basis and may fluctuate with credits and debits are applied. Such credits or debits may be the result of different circumstances including, but not necessarily limited to, the return of a Product; a duplicate entry/order or other clear error; a non-bona fide transaction where there is no Affiliates failure to comply with this Agreement; or, with respect to a sale, non-receipt of payment from, or refund of payment to, the customer, retailer, wholesaler, or merchant partner, (collectively known as a “Chargeback” or “Chargebacks,” regardless of the reasoning). Teeshirt21 may apply Chargebacks to Your account at any time Teeshirt21 determines, in its sole discretion, that applying such Chargeback/Chargebacks is warranted.
8.3 Payouts are calculated on a rolling basis and may be requested once the Payout amount exceeds USD$50.00. No Payout can be requested, and no Payout will be made, until and unless You are an Active Affiliates and the Payout amount meets or exceeds the USD$50.00 threshold. If Your Payout meets or exceeds the USD$50.00 threshold, payment will issue according to the payment preference You choose for such payments as indicated on My Manager for Your account. There may be a delay in payout processing and Teeshirt21 shall not be liable for any damages whatsoever for any such damages or injury based upon such delay, regardless of whether the reason for the delay is within or outside of Teeshirt21’s direct or indirect control. Payouts that may be issued, but that remain unrequested and age over 365 days, will be considered forfeited by the user and may be claimed by Teeshirt21 in Teeshirt21's sole discretion.
8.4 You are only eligible to earn Commissions on completed sales occurring during the term of this Agreement. Teeshirt21 reserves the right to withhold final payment for a reasonable time to insure against cancellations or returns.
8.5 Payouts may be delayed or withheld entirely if you fail to provide full and accurate payment information and tax documentation, where required.
8.6 You are responsible for accurately reporting all Commissions earned and Payouts received to the appropriate government entities, and shall be further responsible for any and all taxes and penalties to foreign, federal, state, municipal, etc., governments.

9.TRACKING COOKIE.

The world of internet marketing can be a bit tricky, especially when it comes to tracking cookies. There are some common misconceptions about how tracking cookies function. To dispel the myths surrounding this complex topic, we have put together a guide detailing how the process works.
Session Cookie
First we should cover the two basic types of cookies involved in the process. The two types of cookies we will be covering in this article are “session” and “extended.” Session cookies are applied when an affiliate sends a customer to Teeshirt21 with a marketed link, containing their affiliate ID. Session cookies are active for two hours our until an item is purchased.
Extended Cookie
Teeshirt21 has a 45 day extended cookie. The extended cookie is also applied to a customer’s tracking data when they are sent here by an affiliate link. Extended cookies remain active and will refresh session cookies when customers return to the site directly.
Following the Customer
When a customer visits our website for the first time they will be assigned a tracking cookie from the affiliate who drove them to Teeshirt21. For the purpose of this article let us assume the traffic arrived from aff ?1234. This will start a two hour session cookie that will remain active until a transaction is made. If the customer leaves the page the session cookie will remain active, and if they return within two hours the session cookie will re apply. If the customer clicks on another affiliate link while the session cookie is active, they will remain set to aff ?1234.
If a product is purchased or the session cookie expires the rules change. A customer returning to our website, directly, will still have the extended cookie in their cache. As long as they reach Teeshirt21 without clicking on any outside links, the original aff, ?1234, will earn commission on anything the customer purchases. However, if the customer is surfing Facebook and finds a link to a different shirt they like and aff ?5678 drives to the customer to Teeshirt21 a new session cookie will be applied. ?5678 will now have their ID applied to the customer’s tracking data along with the 45 day extended cookie.

10.TRACKING COOKIE.

10.1 If you place Links on a website or section of a website that is covered by the Children’s Online Privacy Protection Act (COPPA), You must notify Teeshirt21 in writing (either by First Class U.S. Mail or electronic mail) or those websites or sections of those websites, and You must not use interest-based advertising to target: (a) past or current activity by users known by You to be under the age of thirteen (13) years or (b) past or current activity on sites directed at users under the age of thirteen (13) years.

10.2 You must comply with the Federal Trade Commission guidelines, rules, and laws regarding commercial advertising, including advertising by placing Affiliates Links on websites and social media sites (e.g. Facebook, MySpace, Twitter, Tumblr, Instagram). You are required to disclose the commercial nature of your Affiliates Link posts or emails by a clear and conspicuous indicator (e.g. “Affiliates Link,” or “Advertisement”) included in the post or email. You may not engage in any false advertising, and your posts must not infringe upon the rights of third parties. If you are stating that a design is to be offered only for a limited period of time, You must use My Manager to actually limit the time a design is available in conformity with your statement.

11.CAN-SPAM ACT OF 2003.

11.1 You must comply with the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the “CAN-SPAM Act”). The CAN-SPAM Act does not only apply to bulk email or targeted email marketing campaigns, but applies to “any electronic mail message the primary purpose of which is the commercial advertisement or promotion of a commercial product or service,” including email that promotes content on commercial websites.
11.2 All email messages containing an Affiliates Link must comply with the following requirements:
a. You may not use false or misleading subject lines conveying the content of the message.

b. You may not use false or misleading header information in the “From,” “To,” “Reply to,” fields or in other routing information, including the originating domain name and email address. You must accurately identify the Affiliates as the source of the commercial message.

c. You must clearly and conspicuously disclose commercial email messages as advertisements.

d. You must include a valid, physical postal address in your email containing a Affiliates Link. This can be your current street address, a post office box you’ve registered with the U.S. Postal Service, or a private mailbox you’ve registered with a commercial mail-receiving agency established under Postal Service regulations.

e. You must provide clear and conspicuous instructions whereby recipients may opt-out of receiving future email form you, and you must honor those requests within ten (10) business days. You may not charge a fee, require the recipient to give You personal information beyond an email address, or make the recipient take any step other than sending a reply email or visiting a single page on a website as a condition of honoring the opt-out request.

f. You may not sell or transfer a recipient’s email address once that recipient has requested to opt-out of future emails, except to transfer the address to a company you’ve hired specifically to help you comply with the CAN-SPAM Act.
11.3 Violations of the CAN_SPAM Act may be subject to penalties of up to $16,000.00 per individual occurrence (i.e. per email). Moreover, violations may result in the immediate termination of Your account and the withholding of Commissions generated as a result of each violation.

12.TERM & TERMINATION.

12.1 This Agreement shall be in effect from and after the moment You acknowledge that You have read and agree to the Terms and Conditions for an Artist and/or Affiliates Account and will remain so until terminated pursuant to the provisions of this Agreement.
12.2 An Artist or Affiliates may terminate their account upon giving five (5) business days’ notice in writing (either by mail or electronic mail) of the terminating party’s intent to terminate.
12.3 Teeshirt21 reserves the right, in its sole an unfettered discretion, to suspend or terminate Your Account or any part thereof and/or to suspend or terminate Your access to My Manager immediately and without prior notice for any reason including, but not necessarily limited to, inactivity of Your account, violations of this Agreement or other terms and conditions of the Teeshirt21 Platform, and/or for illegal activity of any kind.
12.4 Teeshirt21 may, in its sole and unfettered discretion, decide to discontinue providing the Teeshirt21 Platform, or any part thereof, with or without notice.
12.5 You acknowledge that Teeshirt21, in its sole discretion, may remove a Design from being offered for sale or display on the Teeshirt21 Platform and/or may exclude a Design from advertising, marketing, or promotions for any reason and at any time.
12.6 All rights herein as to a Design shall terminate upon cancellation of this Agreement, provided however You must notify us in writing if You desire Teeshirt21 to remove Designs Your uploaded to the platform. Teeshirt21 may continue to allow its other Users to use a previously active Design unless and until You send us written notice to remove them. Furthermore, upon termination, You will not accrue any more Sales Commissions or Artist Royalties and Your access to My Manager will be suspended at that time.
12.7 You agree that Teeshirt21 shall not be liable to You or any third-party for any termination or Your access to the Teeshirt21 Platform. Should you object to any terms and conditions of this Agreement or become dissatisfied with the Teeshirt21 Platform in any way, Your only recourse is to immediately discontinue use of the Teeshirt21 Platform and/or terminate Your Account.
12.8 Any termination of this Agreement shall not affect the respective rights and obligations (including, unless otherwise stated herein, payment obligations) of the parties arising before the date of termination.

13.CHANGES TO THIS AGREEMENT.

Teeshirt21 reserves the right to change, modify, add, or remove portions of this Agreement at any time and for any reason and further may add to, change, suspend, or discontinue any aspect of the art submission process or the Affiliates Program (including the Parent Affiliates portions thereof) at any time and for any reason. Any changes to this Agreement shall be effective upon posting. Though it may provide notice of any changes made, Teeshirt21 shall be under no affirmative obligation to notify You of any such changes, whether those changes are material or otherwise, and You are specifically accepting that it is Your obligation to periodically review this Agreement to determine if there have been any changes. By accessing your Affiliates or Artist Account after a change in the terms and conditions, you are specifically agreeing to be bound by the terms and conditions as modified unless You cancel Your Account within six (6) hours from the time You first access Your Account after said change(s) is/are posted.

14.SUPPORT.

Teeshirt21 will provide support for My Manager, the art submission process, and the Affiliates Program as indicated on the Teeshirt21 Platform and in accordance with the terms and conditions set forth in this Agreement.

15.EMAIL CONTACT.

Teeshirt21 reserves the right to send email to You for the purposes of informing You of applicable changes or additions to Your ability to upload and sell Products, to the Affiliates Marketing Program, or regarding any Teeshirt21-related products and/or services. You can reach us at email: sales@teeshirt21.com

16.REPRESENTATIONS AND WARRANTIES.

16.1 YOU REPRESENT AND WARRANT THAN ANY DESIGN YOU UPLOAD IS AN ORIGINAL WORK CREATED AND WHOLLY OWNED BY YOU, OR THAT YOU ARE UPLOADING THE DESIGN ON BEHALF OF AND IN COOPERATION WITH THE OWNER OF THE DESIGN, OR THAT YOU HAVE ACQUIRED THE PROPER LICENSING RIGHTS TO USE A DESIGN FOR REPRODUCTION, DISPLAY, AND DISTRIBUTION FROM THE OWNER OF SAID DESIGN AND YOU ACKNOWLEDGE THAT NEITHER TEESHIRT21 NOR ANY OTHER PARTY INVOLVED WITH THE PRODUCTION OF ANY PRODUCT INCORPORATING OR USING A DESIGN YOU UPLOAD ASSUMES THE RESPONSIBILITY FOR OBTAINING SUCH LICENSING, AND THAT TEESHIRT21’S PRODUCTION OF ANY PRODUCT DEPICTING A DESIGN YOU UPLOAD DOES NOT INDICATE THAT TEESHIRT21 APPROVES OF THE DESIGN, THAT THE DESIGN CONFORMS WITH ANY APPLICABLE LAWS, OR THAT YOU ARE ABSOLVED OF ANY LIABILITY OR HARM ARISING FROM YOUR UPLOADING AND/OR USE OF THE DESIGN.
16.2 YOU REPRESENT AND WARRANT THAT THE DESIGN DOES NOT INFRINGE ON ANY RIGHTS OF THIRD PARTIES, INCLUDING COPYRIGHTS, TRADEMARKS, SERVICE MARKS, TRADE SECRETS, PATENTS, MORAL RIGHTS, RIGHTS OF PUBLICITY, OR OTHER INTELLECTUAL PROPERTY RIGHTS, AND THAT THE DESIGN DOES NOT CONTAIN ANY SCANDALOUS, LIBELOUS, DEFAMATORY, OR OTHER UNLAWFUL CONTENT.
16.3 YOU REPRESENT AND WARRANT THAT THERE ARE NO OUTSTANDING DISPUTES IN CONNECTION WITH THE PROPERTY RIGHTS, INTELLECTUAL PROPERTY RIGHTS, OR OTHER RIGHTS IN A DESIGN OR ANY PARTS OF A DESIGN YOU UPLOAD TO THE TEESHIRT21 PLATFORM.
16.4 YOU UNDERSTAND THAT TEESHIRT21 WILL COOPERATE WITH INTELLECTUAL PROPERTY RIGHTS HOLDERS AND LAW ENFORCEMENT IN THE EVENT OF LEGAL PROCEEDINGS OR AN INVESTIGATION RELATED TO YOUR ACCOUNT AND/OR RELATED TO ANY DESIGN YOU UPLOAD TO THE TEESHIRT21 PLATFORM. YOU FURTHER UNDERSTAND THAT TEESHIRT21 WILL COMPLY A LAWFULLY ISSUED SUBPOENA TO PROVIDE USER INFORMATION AND SUCH OTHER INFORMATION INCLUDING SALES DATA AND YOU HEREBY RELEASE TEESHIRT21, ITS REPRESENTATIVES, ATTORNEYS, AGENTS, AND/OR ASSIGNS FROM ANY AND ALL LIABILITY FOR THE RELEASE OF SUCH INFORMATION. FURTHERMORE, TEESHIRT21 MAY WITHHOLD ANY AND ALL PAYMENTS DUE TO THE PERSON UPLOADING THE INFRINGING DESIGN (REGARDLESS OF WHETHER THOSE FUNDS ARE RELATED TO THE SALE OF THE INFRINGING DESIGN OR OTHERWISE) AND YOU HEREBY RELEASE TEESHIRT21, ITS REPRESENTATIVES, ATTORNEYS, AGENTS, OR ASSIGNS FROM ANY AND ALL LIABILITY FOR PERMANENTLY WITHHOLDING.
16.5 YOU UNDERSTAND THAT TEESHIRT21 HAS ADOPTED A “REPEAT INFRINGER” POLICY WHEREIN AN ACCOUNT WILL BE TERMINATED AND BANNED FROM USING, OR EVEN ACCESSING, THE TEESHIRT21 PLATFORM. IF AN ACCOUNT IS TERMINATED PURSUANT TO THE REPEAT INFRINGER POLICY, ANY AND ALL MONIES DUE AND OWING TO THE ACCOUNT HOLDER AT THE TIME OF THE DESIGNATION MAY BE WITHHELD AND YOU HEREBY RELEASE TEESHIRT21, ITS REPRESENTATIVES, ATTORNEYS, AGENTS, OR ASSIGNS FROM ANY AND ALL LIABILITY FOR PERMANENTLY WITHHOLDING..
16.6 YOU HEREBY REPRESENT AND WARRANT TO TEESHIRT21 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 IS WITHIN YOUR LEGAL CAPACITY AND POWER, HAS BEEN DULY AUTHORIZED BY ALL REQUISITE ACTION ON USER’S PART, REQUIRES THE APPROVAL OR CONSENT OF NO OTHER PERSONS, AND NEITHER VIOLATES NOR CONSTITUTES A DEFAULT UNDER THE (a) PROVISION OF ANY LAW, RULE, REGULATION, ORDER, JUDGMETN, OR DECREE TO WHICH USER IS SUBJECT OR WHICH IS BINDING UPON YOU, OR (b) THE TERMS OF ANY OTHER AGREEMETNS, DOCUMENT, OR INSTRUMENT APPLICABLE TO USER OR BINDING UPON USER; AND THAT THE ACTIONS TO BE TAKEN BY YOU UNDER THIS AGREEMENT NEITHER INFRINGE NOR VIOLATE ANY PATENT, COPYRIGHT, TRADE SECRET, TRADEMARK, OR OTHER INTELLECTUAL OR PROPRIETARY RIGHT OF ANY THIRD PARTY.

17.LIMITATION OF LIABILITY.

TEESHIRT21 OR ITS SUPPLIERS OR REAFFILIATESS OR VENDERS SHALL NOT BE LIABILE TO YOU OR ANY OTHER PERSON OR ENTITY FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE USE OR INABILITY TO USE THE TEESHIRT21 PLATFORM OR ANY INFORMATION PROVIDED ON THE TEESHIRT21 PLATFORM OR ANY OTHER HYPERLINKED WEBSITE INCLUDING, BUT NOT NECESSARILY LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF TEESHIRT21 OR A TEESHIRT21 AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES ON THE TEESHIRT21 PLATFORM OR ANY HYPERLINKED WEBSITE, BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN USCH JURISDICTIONS, TEESHIRT21’S LIABILITY IS LIMITED TO THE SMALLES AMOUNT PERMITTED BY LAW. THIS PARAGRAPH WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR LIMITED REMEDY.

18.INDEMNIFICATION.

You agree that Teeshirt21 has no responsibility or liability as a result of Your placement of Links from Your website or as to Your Design. You agree to indemnify, defend, and hold harmless Teeshirt21 and Teeshirt21’s members, managers, employees, and agents from and against any and all liability, claims, losses, damages, injuries, or expenses (including reasonable attorney’s fees) relating to the placement of Links, a breach of Your obligations under this Agreement, claims arising in tort (such as libel, slander, or defamation), or because of the infringement of any third party intellectual property rights.

19.GENERAL PROVISIONS.

19.1. You may not assign this Agreement, in whole or in part, without Teeshirt21’s prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.

19. 2. This Agreement shall be interpreted under the laws of the State of Michigan without regard to conflicts of laws provisions thereof. Any action arising under or in connection with this Agreement shall only be brought in a court of competent jurisdiction sitting in Otsego County, State of Michigan (“Permitted Courts”) and You: (a) consent to the jurisdiction of the Permitted Courts in such actions and (b) agree not to plead or claim that such litigation brought in the Permitted Courts has been brought in an inconvenient forum.

19. 3. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, intergalactic conflict, a Zombie Apocalypse, meteor strike resulting in the extinction of the human race, Armageddon, earthquakes, war (or similar), governmental action, labor conditions, acts of God or any other cause which is beyond the reasonable control of such party.

19.4. The relationship between You and Teeshirt21 shall be that of independent contractors. Neither party will be considered an agent, employee, joint venture, or partner of the other.

19.5. If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be construed as being so limited.

19.6. The headings for each section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.

19.7. You agree to be bound by any electronic affirmation, assent, or agreements transmitted through the Teeshirt21 Platform. You represent and warrant that You have the authority to agree to this Agreement. You agree that any decision or action to click on an “I agree,” “I consent,” or other similarly worded “button” or entry field using a mouse, keystroke, other computer device, or if You continue to use the Teeshirt21 Platform after being informed that such continuance of usage shall constitute Your specific agreement, shall constitute a legally binding and enforceable affirmation, assent, or agreement that is the legal equivalent of Your handwritten signature.

19.8. You acknowledge that You have read this Agreement and agree to all the terms, conditions, and provisions herein. You have had the opportunity to seek advice of independent counsel prior to undertaking the obligations contained herein, You have independently evaluated the desirability of undertaking this Agreement, and You are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.

19.9. This Agreement constitutes the entire agreement between You and Teeshirt21 and supersedes any prior understanding or representation of any kind preceding the term of this Agreement. There are no other promises, conditions, understandings, or other agreements, whether oral or written, relating to the subject matter of this Agreement.

19.10. The Privacy Policy, located here, is hereby incorporated into this Agreement by reference. You agree to abide by the terms of the Privacy Policy that directly relate to Your use of the Teeshirt21 platform and website.

 

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