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Designer License Agreement

Effective as of:

The following term of the Designer License Agreement (“Agreement”) is applicable towards content creators of Printcious called Designers (“Designer”) that post for sale any Design (“Design”) to be displayed to be offered for sale on Printcious website, mobile site or apps owned or operated by Printcious.

None of the provisions of this Agreement shall be deemed to constitute a partnership or agency between you and Printcious. This Agreement shall be construed in accordance with the applicable laws of Malaysia.

Design is defined as all digital images including but not limited to photographs, drawings, text, sketches, digital illustrations or product specifications that you publish on Printcious or on physical or electronic products made by or for Printcious.

This Agreement contains the terms and conditions under which Printcious offers the “Designer Licence Agreement” or “DLA” as defined below.

This Agreement also includes by reference all the Terms and Condition (“TNC”) which applies to all Designers.

The use of the DLA constitutes your agreement to and full understanding of this Agreement. Printcious reserves the right to modify the terms of this Agreement in its sole discretion through posting on the Printcious DLA page.

In any event that this Agreement conflicts with the TNC, this Agreement shall govern. If any modification of the Agreement is unacceptable to you, your only recourse is to cease use of the Online Service. Your continued use of the Online Service effective posted date of the DLA updates constitute as a binding acceptance of the changes.

Online Services (“Online Service”) is defined as the online platform in which Printcious provides which includes but not limited to premium products, programs, promotion, coupons, discounts, market data, special pricing structures, shops, fan portals, the Printcious Marketplace, and E-Commerce Services and any other similar royalty or fee-based services and programs provided by Printcious. Fees and Royalties related to each form of the Online Service.

Use of any of the Online Services constitutes as your agreement and acceptance of being a Printcious Designer and is bounded to the respective terms and conditions of this DLA and any one of the Online Service agreement and acceptance of any terms connected thereto. Printcious reserves the right to terminate or modify and or all of the Online Services at its discretion.

1. Agreement

1.1. Designer License Agreement.

This Agreement provides the terms and conditions under which you license your Content and Printcious provides its service allowing you to create, product, market, and sell Products in three ways:

  1. Through your Shops

  2. In the Printcious Marketplace and

  3. Through the E-Commerce Services.

1.2. Terms and Condition

If you become a Designer and therefore agree to the DLA, you will also be bound by the TNC, which is incorporated into this Agreement by this reference.

2. Designer Obligations

2.1. General

You must use the DLA through the action of common sense and respect for the rights of Printcious and its third parties and in accordance with applicable Malaysian law and regulation. Printcious reserves the right to reject any or all content in its sole discretion without prior notice or reason.

2.2. Content

When you open an Account, you will be solely and exclusively responsible for ensuring your Account for its contents or materials that you submit to Printcious for use with your Products (“Content”), and any websites linked to your Account pages must comply with the terms and conditions of this Agreement and all applicable laws, regulations and rules. All content must also apply to the TAC. Printcious has no obligation to monitor transactions or communications made through its Website, but does reserves the right in its sole and absolute discretion to cancel any transaction, remove and or limit access to any Content from the Website at any time without prior notice as well as without any liability to you or any third party.

Printcious may remove Content from your account if;

  1. You account has been inactive for 12 period of months or more or,

  2. There are no sales associated with your Content over the period of 12 months or more.

2.3. Prohibited Content

You may not publish Content, produce, market or sell any Product that does not comply with the TAC as specified by Printcious in its sole and absolute discretion. You may not produce, design, market or sell Products with Content that Printcious believes that are but not limited to;

  1. infringes the rights of a third party, without limitation copyrights, trademarks, patents, trade secrets, and rights of privacy and publicity

  2. Is defamatory

  3. Is obscene or pornographic or;

  4. Violates applicable law, rule or regulation including but not limited to exploiting images or the likeness of minors.

If you violate these terms of Content or the obligation under this section your Products, Shops or Account are subject to termination as stated in Section 6 and or suspension and you may be liable for any and or all consequences resulting from such violation including but not limited to liability for monetary damages to third parties.

2.4. Copying content

If Printcious discovers that you have attempted to use a Design that has been made by a different person, entity and or Printcious Designer without consent of the rightful owner, or you otherwise alter a Design to mask its origin, you will be liable for any and or all claims with respect to such action including but not limited to remitting any royalties earned by the rightful owner. Printcious will not be legally liable to any legal issues that might arise from any form of plagiarism done from the designer part. Your account will be subject to termination in sole discretion and Printcious will make an indemnification claim against you as stated in Section 7. Printcious also reserves the right to reverse all Royalties made or to be made to you as stated in Section 5.3.

3. Marketing and Advertising your Products and Shops

3.1. Marketing of your Products and Shops

Printcious reserves the right, but is not obligated to promote your Products, Shops and or Content in any and all sales and marketing channels. To market your own Shops or Products, you will do so in accordance of this Agreement and the DLA.

3.2. No Spamming

You will not publish or send irrelevant or inappropriate messages to a large number of recipients (“Spam”) to market or sell Products. You may not spam in attempt or deliberately alter the results of the Printcious directory or search engine with false, inaccurate, misleading or unnecessary repetitive information.

3.3. Links

Printcious prohibits you from “linking” your shops to any third parties or websites that contains Content that violates Printcious agreements or policies or that competes with Printcious

3.4. Tags and Description

When publishing a Design for sale, you will be asked to provide information such as but not limited to title, description, tags and categories of your Design. You will put your best efforts to provide accurate, non-misleading information about your Designs and you agree not to submit unrelated information in regards to your Design for any purpose.

If and when Printcious decides that the information provided by the Designer is misleading, inaccurate and or violates the rights of a third party, Printcious will in its sole discretion delete such information and or of said Design entirely.

3.5. Customer Information

Printcious may provide you customer information if relevant to you. You will not disclose this information to a third party or use it for any other purpose outside the use of Printcious Products or Shops. You may only disclose necessary information if required for production or sales purposes to third parties or your internal record keeping.

4. Licensing your Content to Printcious

By submitting Designs to the Site or creating Designs with Printcious design tools, you grant the following licenses to Printcious; A royalty-free, nonexclusive, worldwide, transferable, sublicense right to use in all media and sales channels existing now or created in the future to reproduce, publically display, sell and distribute the Design in or on Products in advertising, marketing, samples, and promotional materials for the purpose of promoting the Site and Products. Advertising and marketing includes but not limited to;

  1. Display of your products through Printcious Website, affiliate, feeds, API and distribution partners

  2. Promotional “streams” of audio/video/photographic Content on the Website

  3. Products or Design placement in magazines, television shows, movies and other media

  4. The sale of Product available on the site through third party product feeds.

You will also grant Printcious the right to modify your Design as necessary to prepare your Design for use in a particular Product category and other manufacturing purposes. If you agree to have your Design under the “customisable” option, you also agree that Printcious and its customers to the Site (“Users”) may make changes to the Design for ordering and creating purposes.

Printcious will also sublicense the right that you grant in this Section in accordance with the provision of the Online Services and the sale of your Products. In connection with providing the Online Services, you also grant Printcious the right to;

  1. Automatically add your content to additional base products distributed by Printcious or its partners, available in the Printcious Marketplace and or the E-commerce Services

  2. And in order to improve the printing quality, display parameters or other enhancements in presentation of the Products. Including but not limited to cleaning up image artifacting, sizing, adjusting colours for printing purposes and adjusting design placement.

This section only gives Printcious the non-exclusive right to use your Content for the purpose stated herein and does not give Printcious ownership of your Content and or the intellectual property rights contained therein. You remain solely and wholly responsible for your uploaded Content in Printcious.

5. Royalty and Fees

5.1. Fees and Royalty

Printcious will pay you a royalty for all sales to the public of Products that incorporates your Content (“Royalty”) at the rates provided by Printcious stated here. Printcious will not pay you a royalty for all sales that you have bought of your Design, Content and Product. Royalty rates that you have selected is from a scale of the minimum royalty rate to the maximum royalty rate (“Your Royalty Rate”). You may adjust Your Royalty Rate at any time and Printcious will take into account the changes and take into effect periodically. Printcious will change the purchase price of your Product to reflect Your Royalty Rate.

5.2. Payment Threshold

If your current earnings of royalty has not met RM50 (“Payment Threshold”), the amount of Royalty will not be paid to you. Instead, Printcious will accrue your Royalties until such time it become equal or greater to the Payment Threshold. Printcious will make a payment to you by check, wire or electronic transfer for the amount of such royalties no later than 60 days after the end of the month to which the accrued Royalties has met or exceeded the Payment Threshold.

5.3. Ineligible Sales

Printcious will not pay your Royalties if you;

  1. Fail to provide Printcious with accurate and complete tax identification or information

  2. Funds that remain outstanding and unclaimed for more than 12 months

  3. Royalties made though Content that violates this Agreement

You hearby expressly agree that you waive all right, title and interest in any or all royalty payments accrued in your account. If Printcious discovers that any of your Designs have violated a third parties' copyright, Printcious reserves the right to reverse all Royalties for said Designs weather due or paid.

5.4. Tax information

As a Designer you must provide your taxpayer identification number accurately to Printcious. Failure to do so will result in Printcious withholding your accrued Royalty until you present an accurate taxpayer identification number. Printcious is not responsible to determine what, if any, taxes applied 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 Printcious is not responsible for determining if taxes are applicable to your transactions, or for collecting, reporting or remitting any taxes that arise from any payments made to you through Printcious according to the DLA. Your tax obligation is exclusive to you and you do not hold Printcious responsible for maintaining any and all records that may be required for your tax purposes. You acknowledge that Printcious may and will not keep records of information related to your Account for more than three years old.

6. Termination

6.1. Printcious Termination

In its sole discretion, Printcious may:

  1. Suspend, limit or terminate your use of the DLA

  2. Suspend, limit or terminate your Account

  3. Remove any Shops, Products or Content from Printcious Site, servers or directory, and or;

  4. Block your IP address or otherwise prohibit you from opening any new Shops or access to use Printcious Online Services

6.2. Account Termination

Designers under the DLA may terminate their Account at any time through the Account Termination Form.

6.3. Effect of Termination

If and when you or Printcious decides to terminate your Account, Printcious is not liable to you or any third parties including but not limited to;

  1. Deletion of Content or other materials relating to your use of the DLA

  2. Termination of access to your past Shops, create, produce, market or sell Products

If and when Printcious terminates your Account, you are obligated to immediately remove all existing links to the Site from websites you operate and immediately cease your representation of the Designer under the DLA.

7. Indemnification

By contributing Content as a Participant, you are bounded by the TAC and the DLA. You then hearby fully indemnify, defend and hold Printcious (and Printcious' officers, directors, agents, subsidiaries, joint ventures, partners and employees) from but not limited to claims, demands, and damages (actual or consequential) in any kind of nature, known and unknown, arising out of or in any way connected with such disputes. Printcious will withhold or revoke any or all prizes and any winning titles that maybe due to you in connection with this indemnification obligation.

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