Campaign Manager Agreement
Effective Date: July 1, 2015
This Campaign Manager Agreement ("Agreement") contains the terms and conditions under which Logo Sportswear Inc. and Tfund.com ("Tfund") offers the "Campaign Manager Service" (defined below). This Agreement also incorporates by reference all of the terms and condition of the Terms of Service ("TOS") which shall apply to all Campaign Managers. Use of the Campaign Manager Service constitutes your agreement to and acceptance of this Agreement. Tfund reserves the right to add, delete and/or modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on the Tfund Website. In the event of any conflict between this Agreement and TOS, this Agreement shall govern. In the event of substantive changes to the terms of this Agreement, you may be notified by email. If any modification is unacceptable to you, your only recourse is to not use the Campaign Manager Service. Your continued use of the Campaign Manager Service following posting of a change notice or new agreement on the Tfund Website will constitute binding acceptance of the changes.
The Campaign Manager Service empowers individuals and organizations to run one or many fundraisers by creating, promoting and selling designs on Products using our e-commerce tools ("Campaign Manager Service" and each a "Campaign"). The designs and ideas are created by the users of the Campaign Manager Service, and are not affiliated with Tfund.
1.1. Campaign Manager Service. This Agreement provides the terms and conditions under which Tfund provides its service that allows you to create, produce, market and sell Products on Tfund.
1.2. Tfund Terms of Service. If you become a user of our Campaign Manager Service, you will continue to be bound by all of the terms and conditions of Tfund's Terms of Service, which are incorporated into this Agreement by this reference. For Clarity the Campaign Manager Service is deemed part of the "Tfund Service". All initially-capitalized terms not defined in this Agreement are defined in the Terms of Service, and any disputes you may have relating to your use of the Campaign Manager Service will be subject to confidential binding arbitration in accordance with Section 13 of the Terms of Service. If the terms of this Agreement conflict with the Terms of Service, this Agreement will govern and be given precedence.
2. Registration and Account Security
2.1 Creating an account. Only Campaign Manager account holder has the right to use the Campaign Manager Service. To become an Account holder, you must open a Campaign Manager Account ("Account"), with Tfund through its online registration process.
2.2 Contact Information. You must provide Tfund with accurate and complete contact, payment and tax identification information when you open an Account. You must immediately notify Tfund if any of this information changes. If you do not provide Tfund with complete, accurate and updated contact, payment and tax identification information, you may not be eligible to sell Products for a profit.
2.3 Account Security. You will need to select a password if you open an Account. You will be solely and exclusively responsible for keeping your password confidential and all use of your password and Account, including without limitation, any use by any unauthorized third party. You must notify Tfund immediately if you believe your password has been or may be obtained or used by any unauthorized person or entity. In addition, you must notify Tfund immediately if you become aware of any other breach or attempted breach of the security of your Account or the Tfund Service.
3. Your Obligations
3.1 General. You must use the Campaign Manager Service in a manner that demonstrates common sense and respect for the rights of Tfund and third parties and in accordance with all applicable laws and regulations.
3.2 Your Content.
(a) If you open an Account, you will be solely and exclusively responsible for ensuring that your Account, any content or materials that you submit to Tfund for use with your Products ("Content"), and any websites linked to your Account pages, comply with the terms and conditions of this Agreement and all applicable laws, regulations and rules. All Content must comply with the Content Usage Policy. While Tfund has no obligation to monitor the transactions or communications made through its Website, it reserves the right, in its sole and absolute discretion, to cancel any transaction or remove or limit access to any Content from the Website at any time without notice and without liability to you or any third party.
(b) Tfund may remove Content from your Account if: 1) your Account has been inactive, as determined by Tfund in its dole discretion, and there are no sales associated with your Account for a period of twelve (12) months or more; or 2) there are no sales associated with the Content for a period of twelve (12) months or more. Any Campaign may be suspended, halted, terminated at any time in the sole discretion of Tfund, including without limitation for questionable content, user complaints, infringement or other issues.
(c) To the extent you use Content from the CafePress Inc. Website www.cafepress.com, you understand that your use of such Content does not constitute ownership of or license to such Content for any purposes whatsoever, other than as specifically described on this affiliates site Tfund. Such Content shall remain the sole property of its owners. As such, Tfund reserves the right to remove such Content at any time for any reason and to terminate any Campaign for such Content for any reason.
3.4 Prohibited Content.
(a) You may not design, produce, market or sell any Product that does not comply with the Content Usage Policy, as determined by Tfund in its sole and absolute discretion. For example, but without limitation, you may not design, produce, market or sell a Product that Tfund believes: (i) infringes the rights of a third party, including without limitation, copyrights, trademarks, patents, trade secrets and rights of privacy any publicity; (ii) is defamatory; (iii) is obscene or pornographic; or (iv) violates any applicable law, rule regulation, including without limitation, by exploiting the images or the likeness of minors. To the extent you violate the Content Usage Policy or your obligations under this Section 3, your Account is subject to termination and you may be liable for any and all consequences resulting from such violation of this Agreement, including without limitation liability for monetary damages to third parties.
(b) Other than specifically referenced in Section 3.2(c) above, to the extent Tfund discovers that you have attempted to pass off as your own Content provided by another user of the Campaign Manager Service on the Website, or you otherwise modify such users' Content to mask its origin, you will be liable for any and all claims with respect to such action, including without limitations remitting any payments earned to the other users, and your Account will be subject to termination in our sole discretion.
3.5 Storage. Tfund has the right to, in its sole and absolute discretion, limit the size of any content uploaded onto the Campaign Manager Service. Tfund has the right to limit, in its sole and absolute discretion, server space that will be allotted for each user. You agree Tfund has no liability for the deletion or failure to store any of your content in the Campaign Manager Service.
4. Licensing Your Content to Tfund
In uploading any of your Content to the Website, you grant to Tfund a royalty-free, worldwide, transferable, non-exclusive, right and license in such Content, in all media existing now or created in the future: (i) to permit you to use the Campaign Manager Service to design, products, market and sell Products, and (ii) to promote, market and advertise your Products, your shops or the Tfund Service generally. Without limitation, this promotion, marketing, or advertising may consist of: (i) display of your Products, and (ii) Product or Content placement in magazines, television, shows, movies, and other media. Tfund may sublicense the rights that you grant it in this Section 4. This Section 4 only gives Tfund the right to use your Content for the purposes stated above, and does not give Tfund any ownership of or title in or to any of your Content.
5. Product Creation
5.1 Delivery of Content. You will upload or ship to Tfund all Content that you want to use with the Campaign Manager Service in accordance with the applicable instructions on the Website. You must also upload or ship all other Content required to package and market any of your Products, such as cover artworks, titles and complete and accurate credits. Tfund may, in its sole and exclusive discretion, determine whether any Content complies with such instructions and is satisfactory for use with the Campaign Manager Service.
5.2 Approvals and Consents. You must have all necessary approvals and consents to use all Content, and, if requested by Tfund, you must deliver copies of those approvals and consents to Tfund.
5.3 Costs of Creation. You will be solely responsible for the creation of the electronic and digital Content that you upload or ship to Tfund, and will pay all costs associated with its creation and copies thereof, including without limitation: (i) any royalties or other compensation due to third parties; (ii) payments required by any agreement between you and any labor organizations (such as unions or guilds); (iii) all studio, tape, editing, mixing, re-mixing, mastering and engineering costs; and (iv) all costs of travel, per diems, facilities, equipment and the like. You hereby indemnify and hold harmless Tfund and its officers, directors and employees from any third party claims associated with a failure to meet your obligations under this Agreement.
5.4 Third Party Royalties. You must pay all royalties or similar payments that are or may become due to any third party, such as payments under licenses for third-party material in your Content, other than for Content as described in Section 3.2(c). For examples, you must pay all royalties due to the owners of any intellectual property that you do not own used in your Content. For Content utilized in a Campaign derived as set forth in Section 3.2(c), appropriate royalties to the CafePress Content Ownders shall be deducted from Net Revenues and paid to the Content Owners directly by CafePress.
5.5 Unions and Guilds. You acknowledge that Tfund is not currently a party to any collective bargaining agreement with any union or guild and that you are solely responsible for complying with any applicable union or guild rules, including without limitation, those relation to payments.
6. Marketing and Advertising Your Products and Campaign
6.1 Marketing of Your Products and Campaign. Tfund reserves the right, but has not obligation, to promote your Campaign or Products, for example, featuring them in Tfund newsletters or on the Website, referring users to your fundraisers, or describing your Products or shops in communications with third parties. If you market or promote your shops or Products, you must do so in accordance with this Agreement and the Content Usage Policy.
6.2 No Spam. You may not use "spam", "blast faxes" or recorded telephone messages to market or sell Products. You may not spam or attempt to deliberately subvert the results of the Tfund directory, search engine or service with false, misleading, or unnecessarily repetitive information.
6.3 Links. Tfund, in its sole discretion, may prohibit you from "linking" your Product to any websites that contain content that, if used on the Tfund website, would violate any of Tfund's agreements or policies.
6.4 Customer Information. Tfund may, from time to time, provide you with information relating to Customers that purchase Products from your shops. You may only use or disclose this information to a third party for your internal record keeping. You may not disclose any of this information to a third party or use it for any other purposes.
6.5 Charitable Solicitations. You understand and agree that Tfund is not responsible for any federal, state or local regulatory, tax or other legal compliance obligations with the respect to the "donations" solicited nor the sales of products in connection with our service, which shall be your sole responsibility. Tfund hereby disclaims that it has done any review whatsoever of the content of our user's programs nor the groups organizations deemed by any user to benefit from such sales of products. You hereby indemnify and hold harmless Tfund and any of its officers, directors or affiliates, from any and all liability that may stem from applicable law related to taxes, charitable solicitation regulations or other similar compliance with law.
7. Royalty and Fees
7.1 Tax Information. If you choose to sell Products and be a Campaign Manager, you must provide your taxpayer identification number to Tfund. Failure to provide an accurate taxpayer identification number may result in Tfund withholding your payment until you provide an accurate tax identification number. It is your responsibility to determine what, if any, taxes apply to the payments you receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. You hereby agree that Tfund is not responsible for determining whether taxes apply to your transactions, or for collecting, reporting or remitting any taxes arising from any payments made to you for Products sold through the Tfund service. It is solely your obligation to maintain any and all records that may be required for your tax purposes. Tfund is not responsible for, and may delete, information associated with your Account that is more than three years old.
7.2 Payment Terms. Campaign Manager payments are calculated based on the markup you select for each shirt and the quantity of t-shirts sold in a Campaign beyond the costs of production of the Products (and in the case of Content derived purusant to Section 3.2(a) net of royalties due and payable to the Content Owner) ("Net Revenues"). Tfund will make a payment to you (by check, wire or electronic transfer) for the amount of such Net Revenues no later than 60 days after the end of a Campaign and after orders have been processed and shipped. If you have provided an undeliverable mailing address and two or more consecutive payments have been returned to Tfund as undeliverable, we may stop sending future payments to you until you provide a deliverable mailing address. The definition of Net Revenues, shall include standard and customary deductions for returns and refunds or other chargebacks and are exclusive of sales taxes, shipping and handling.
7.3 Waiver of Accrued Payments. If: you (i) fail to provide Tfund with accurate and complete contact and tax identification information; and (ii) the funds remain outstanding for more than 12 months, you hereby expressly agree that you waive all right, title and interest in or to any royalty payments accrued in your account and that all such accrued payments shall be the sole property of Tfund without any liability to you or any third party.
7.4 Termination Fees. If you or Tfund terminate your Account, and you have less than $25 in accrued but unpaid royalties then outstanding, Tfund may charge you a $10 processing fee when sending you your final payment to cover its administrative costs.
As you are also bound by the Terms of Service in using the Campaign Manager Service, you hereby indemnify, defend and hold harmless Tfund, its officers, directors and employees harmless for any Claim arising out of, relating to, or connected with your alleged breach of the Terms of Service in using the Campaign Manager Service in accordance with Section 10 of the Terms of Service, including without limitation, your violation of our Content Usage Policy. You may be liable for monetary damages incurred by Tfund in connection with your violation of any part of this Agreement. You also indemnify, defend and hold Tfund, its officers, directors and employees harmless based on any Claim alleging facts that, if true, would constitute a breach of this Agreement. Tfund may withhold any royalties that may be due to you in connection with this indemnification obligation.
9.1 Tfund Termination. In its sole discretion, with or without notice to you, Tfund may: (i) suspend, limit your access to or terminate any Campaign or your use of the Campaign Manager Service for any reason or no reason; (ii) suspend, limit your access to or terminate your Account for any reason or no reason; (iii) remove any of your shops from Tfund's servers and directories; and/or (iv) block your IP address or otherwise prohibit you from opening any new shops or Accounts.
9.2 Account Termination. If you are a user of our Campaign Manager Service, you may terminate your Account for any reason at any time by completing the online account termination form
9.3 Effect of Termination. If you or Tfund suspend or terminate your Account, Tfund may, without being liable to you or any third party: (i) delete any Content or other materials relating to your use of the Campaign Manager Service; and (ii) not allow you to access your shops or create, produce, market or sell Products. If you or Tfund terminate your Account, you must immediately remove all links to the Website from any websites you operate and cease representing yourself as a user of our Campaign Manager Service.
9.4 Survival. The following Sections will survive termination of your Account: 1, 3, 4, 5.2 through 5.5, 6.4, 7, 8, and 9.