Important Legal Notice
Please read these terms and conditions carefully. By accessing or using this website or other services provided via our website, you agree to be bound by these terms and conditions and all terms incorporated by reference. If you do not agree to all of the terms and conditions of these terms and conditions in their entirety, do not use any Femmely provided service, including this website.
General terms and conditions
Acceptance: This Agreement establishes the terms, conditions, rights, and responsibilities applicable to your use of the Website. To use the Website, you must accept this Agreement.
Amendments/Modifications: We may change this Agreement at any time, for any reason. We will notify you of changes by e-mail from us and we will post the revised Agreement on the Website for thirty (30) days before the new version takes effect. If you don’t agree with the new version, you must terminate your Account before the new version’s effective date.
Age and Capacity Requirements: No one under the age of 18 may use the Website, and use by individuals under the ages of 13 must be supervised by a parent or guardian who is bound by this Agreement. By using the Website, you represent and warrant that you meet the age requirements and are able to enter into legally-binding contracts.
Breach: Your breach of this Agreement results in the automatic termination of the rights and licenses granted to you under this Agreement.
Opening an Account: An account ("Account") is required to use the Website. You must provide complete and accurate contact, payment, and tax identification information, and select a password, to open an Account.
Maintenance: You must keep all Account information current, and your failure to do so means you will not receive Payments for any Products you sell through the Services.
You are responsible for keeping your password confidential, and for any and all use of your password and Account (including unauthorized use). You must immediately notify us if you think your password has been stolen or if there has been any actual or attempted access involving your Account, to which you did not consent.
suspend, limit your access to, or terminate your Account(s) for any reason, or no reason, including, but not limited to:
lack of Account activity for twelve (12) consecutive months; or
Repeated infringement of the intellectual property rights of Femmely or third parties.
remove any or all of your Content and/or Products from the Website, our servers, and/or directories; and
ban you from use of the Website by any available means, including blocking your IP address.
Your Rights: You may close your Account by completing the online account termination form.
Your Obligations: On termination of your Account, you must immediately remove all links to the Website and stop representing yourself as a user of our Services.
Our Rights: We may, with or without notice:
Termination Fees: If you use our Services and earn any Payments, and your Account is terminated (by you or by us), we will charge you an (amount in figures) processing fee (“Processing Fee”) and will deduct that amount from any final Payment sent to you. If your Account contains less than the Processing Fee, we will keep the entire Account balance and you will not receive any Payment.
Waiver: Any Payment which is outstanding and unclaimed for twelve (12) months or more after it is made to you becomes our sole property to retain or otherwise dispose of as we deem fit, without liability to you or anyone else.
III. Rights and Licenses
www.femmely.com Intellectual Property: We own all intellectual property and other rights, title, and interest in and to the Website, service, and the Services including, but not limited to, the Femmely trademark, the Website copyrights, and technologies used to provide the Services. You do not have, and will not acquire, any right, title or interest in or to any of our intellectual property except as specifically detailed in this Agreement. You have a limited, non-exclusive, revocable license to access and use the Website in accordance with this Agreement.
Your Intellectual Property: You own all intellectual property and other rights, title, and interest in and to any content that you upload to the Website. You are solely responsible for your Content, and we do not have, and will not acquire, any right, title, or interest in or to your Content except as specifically detailed in this Agreement. By uploading any Content to the Website, you grant us the following rights and licenses:
For services: a royalty-free, worldwide, transferable, exclusive, sub-licensable right and license to use your Content in all media, existing now or created in the future, as we deem necessary to enable you to use the Services. Our right to sublicense is limited to the use of third parties to provide the Services, process your order, and/or produce and ship your Products.
For the Services: a royalty-bearing, worldwide, transferable, non-exclusive, sub-licensable right and license to use your Content in all media and sales channels, existing now or created in the future, as we deem necessary to provide the Services including, but not limited to:
allowing you to design, market, make available for sale, sell, produce and distribute Products bearing your Content;
promoting, marketing, and advertising your Content and/or Products by displaying them on the Website, marketing them through distribution partners, and featuring them in magazines, television shows, and movies;
modifying your Content for purposes of improving the printing quality, display-ability, or enhancing its appearance on your Products by cleaning up JPG artifacting, resizing to fit dimensions of the blank products that you have chosen to apply your Content to, adjusting colors for different printers and Products, and adjusting placement on Products.
For the CP Admin Auto-Populate Feature: a royalty-free, worldwide, transferable, exclusive, sub-licensable right and license to use your Content in all media, existing now or created in the future, as we deem necessary to enable you to use the Services. Our right to sublicense is limited to the use of third-parties to provide the Services, process your order, and/or produce and ship your Products.
Submissions: You grant us the perpetual, non-exclusive, sub-licensable right to use any questions, comments, suggestions, ideas, message board postings, web forms, contest entries, communications or any and all other materials or information that you submit to us ("Submissions") for marketing and other promotional purposes, and waive any claim arising from or relating to use of your Submissions.
Payment: You will be paid either a Royalty or a Commission (collectively "Payment" or "Payments") for all Products sold using the Services.
For Products you sell through the Marketplace and/or Shops, you will receive Payment in the form of a "Royalty" or "Royalties".
Timing of Payments: As you sell Products, Royalties and/or Commissions will accumulate in your Account. You will be paid by PayPal (unless another method of payment is selected in the Payee Information section of your Account) once your Account balance reaches your designated payment threshold. Payments will be automatically pushed to you within sixty (60) days after the last day of the month during which your Account balance reaches the threshold.
Content Usage Policy: You are responsible for uploading your Content according to the Website upload instructions. All Content must comply with the Content Usage Policy
We reserve the right but do not assume the obligation, to determine whether Content complies with the Website upload instructions, the Content Usage Policy, and this Agreement. We may remove Content that appears to be non-compliant, and withhold Payment for any Products sold bearing Content that appears to be non-compliant.
Costs of Creation: You are responsible for the cost of creating your Content.
Use of the Website
Your use of the Website must be in accordance with this Agreement, and must comply with all applicable laws, rules and regulations.
You may not cause any harm to, or otherwise interfere with, the Website and/or Services by (but not limited to):
introducing viruses or using programs or technology intended to disrupt or damage software or hardware;
modifying, creating derivative works from, reverse engineering, decompiling or disassembling any technology;
interfering with or disrupting the access of any user, host or network via any means including, but not limited to, overloading, flooding, spamming, scripting Content creation, or linking to coupon sites;
creating an undue burden on the Website;
collecting email addresses or other information using the Website;
impersonating another person or entity;
using meta tags, search terms, key terms, etc. containing the word “Femmely” or our other trademarks;
helping or encouraging any third party to engage in activity prohibited by this Agreement;
Purchasing, registering, or bidding on any keywords, search terms or other identifiers including the term (or variations of) "Femmely" (i.e. "www.femmely.com", "femmely.com", etc.) for use in any search engine, portal, sponsored advertising service or other search or referral service.
You may not use "spam," "blast-faxes" or recorded telephone messages to promote, market or sell your Content and/or Products. You may not spam or attempt to deliberately subvert the results of our directory or search engine with false, misleading, or unnecessarily repetitive information.
VII. Representations and Warranties
Mutual Representations and Warranties: You represent and warrant to us, and we represent and warrant to you, that: (1) each of us has the full power and authority to enter into and perform this Agreement; (2) the execution of this Agreement and performance of our obligations will not breach, and does not conflict with, any other agreement or arrangement by which we are respectively bound; and (3) each of us understands and agrees that this Agreement is a legal, valid, and binding obligation enforceable by law according to its terms and conditions.
Your Representations and Warranties: You represent and warrant that:
your use of the Website does not infringe the rights of any third-party including, but not limited to, copyrights, trademarks, patents, trade secrets, and rights of privacy and publicity;
your use of the Website does not violate any applicable laws, regulations and rules including, without limitation, exploitation of the images or likeness of minors;
there are no pending or threatened lawsuits, claims, or demands involving, arising from or relating to your Content; and
your use of the Website is and will at all times remain in full compliance with this Agreement.
VIII. Disclaimers and Exclusions
Modification of the Website, and/or the Services: We may modify, change, suspend or discontinue any aspect of the Website, and/or the Services at any time, with or without notice, without liability to you or anyone else.
We are not obligated to monitor the transactions or communications made through the Website. However, we reserve the right to cancel any transaction, or remove or limit access to any Content, Products, or all or part of the Website at any time with or without notice and without any liability to you or any third party.
Disclaimer of warranties: The website, services and the services are provided "as is" and "as available". We neither represent nor warrant that the website, services and/or the services or its or their use:
will be uninterrupted;
will be free of inaccuracies or errors;
will meet your requirements; or
will operate in the configuration or with the hardware or software you use
We make no representations or warranties other than as expressly made in this agreement, and hereby disclaim any and all implied warranties including, but not limited to, fitness for a particular purpose, merchantability and non-infringement.
Limitation of Liability
We May Use Third-Party Services: We may use third-parties to provide certain services accessible through the Website, and will not be liable to you for their acts or omissions
Limitation of liability: We will not be liable to you or anyone else for any consequential, incidental, indirect, punitive or special damages (including damages relating to lost profits, lost data or loss of goodwill) arising out of, relating to or connected with your use of the website, under any theory of liability, and even if advised of the possibility of such damages. Our aggregate liability in connection with this agreement will in all events be limited to the greater of (amount) or the invoiced amount paid to us for the products giving rise to such liability. 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, our liability to you is limited to the fullest extent permitted by law.
You specifically acknowledge and agree that we will not be liable for the illegal, offensive or defamatory conduct of others, including any such conduct by you, and that you bear all risk and liability associated with your content.
Release: You hereby release www.femmely.com and its owners, officers, directors, managers, representatives, successors, assigns, agents, subsidiaries, shareholders, employees and business partners from any and all claims, demands and damages of every kind and nature, known and unknown, arising out of, relating to, or in any way connected with your use of the website, and/or the services. If you are a resident of Texas, you waive Texas civil code § 1542 which states "a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
You hereby agree to indemnify and hold www.femmely.com and its owners, shareholders, directors, officers, managers, employees, representatives, agents, subsidiaries, successors, business partners and assigns (the "Releasees") harmless from and against any and all damages, losses, costs or expenses (including, without limitation, attorneys' fees and costs at trial and on appeal) incurred in connection with any third-party suit, claim, demand or action brought against any of the Releasees arising from or relating to your use of the Website, the Services, your Content, or your breach of this Agreement (individually and collectively a “Claim”). Femmely has the right to control the defense, settlement, and resolution of any Claim, at your sole cost and expense. In no event may you settle or otherwise resolve any Claim without our express written permission. We may withhold any and all Payments due to you in enforcing your indemnification obligations.
Arbitration and Dispute Resolution
Notices: All notices under this Agreement must be in writing and delivered as follows:
If to Femmely: firstname.lastname@example.org
Notices must be made, and will be considered received, as follows: (i) by mail, seven (7) business days after deposit in a mailbox, (ii) by overnight courier, on the date receipt is confirmed by the courier service, or (iii) by electronic mail, upon receipt of a "read receipt".You or we may update the address for Notices set forth in this section by electronic e-mail, upon receipt of a "read receipt".
Assignment and Transferability: You may not assign or otherwise transfer this Agreement.
Dispute Resolution by Binding Arbitration: Please read this "dispute resolution by binding arbitration" provision carefully, because it requires you to arbitrate disputes with www.femmely.com and it limits the manner in which you can seek relief.
This provision precludes you from bringing any class, collective, or representative action against www.femmely.com. It also precludes you from participating in or recovering relief under any current or future class, collective, or representative action against www.femmely.com by someone else. In addition, arbitration precludes you from suing in court or from having a jury trial. Whether to agree to arbitration is an important decision. It is your decision to make and you should not rely solely on the information provided in this agreement, as it is not intended to contain a complete explanation of the consequences of arbitration. You should take reasonable steps to conduct further research and to consult with an attorney regarding the consequences of your decision. You may opt out of this arbitration provision by following the instructions below.