We are Makeship Ltd (“Makeship”), registered office at 422 Richards St, Suite 170, Vancouver, BC., V6B 2Z4, Canada (“we” and “Makeship”).
Makeship runs pre-sale-based campaigns through our makeship.com online sales platform (“Platform”), featuring custom designed, creator-branded products. These Terms of Service (“Terms”) will apply when you (“you”, “Creator”) enter into an agreement with us to run a marketing campaign (“Campaign”) for a product to be designed and developed featuring your branding (“Product”) on the Platform (“Campaign Agreement”).
1. Starting a Campaign: Each Makeship Campaign applies to one Product, and a Campaign Agreement can cover one or more Campaigns. We will send you a Campaign Agreement specifying the Product(s) for the Campaign(s), the Minimum Order Quantity, Retail Price, and other details. Some Products can be paired with a Makeship-developed product (“Paired Product”), such as a Makeship bracelet which is sold with Creator charms. You may also choose to offer digital production design art (“Product Art”) for sale with your Product.
Our contract with you starts once we receive your signed Campaign Agreement, which will be governed by and form part of these Terms.
2. Running the Campaign: Each Campaign will run for a Campaign Period starting on a mutually agreed date. We will work with you to prepare designs for your Product and any Product Art (Designs) for your approval. The design and approval process will follow Makeship’s standard procedures for that Product category.
After approval, we will make the Products, along with any Paired Products or Product Art available for sale on the Platform for the Campaign Period. Your Products will be made available for pre-purchase by customers for the Retail Price (excluding any applicable sales tax and shipping). Any Paired Products or Product Art will be made available at our standard retail prices.
After the Campaign Period, if the Minimum Order Quantity for your Product was reached (a “Successful Campaign”), we will manufacture and ship all Products and Paired Products and Product Art to customers who ordered them. If there remains excess stock of Product thereafter (for example due to a returned item), we may use it for our internal purposes such as quality assurance etc.
If the Campaign was not a Successful Campaign, we will refund all customers and we will not proceed with manufacturing and delivery of the Products or Product Art.
3. Promotional Activities: Before and during a Campaign Period, you agree to cooperate with your designated Makeship Campaign manager and use your best efforts to market the Campaign and the Products.
4. Your Payments: If your Campaign was a Successful Campaign, we will pay you the percentage of Net Sales as specified in the Campaign Agreement received for your Products. “Retail Net Sales” is defined as the total gross sales in respect of your Products and any Product Art sold, less any promotional discounts (applied only with your approval) and refunds. Payment will be made within 30 days of receiving your payment identity verification after the Campaign ends. For the avoidance of doubt, Creator is not entitled to any proceeds from any Paired Products sold during the Campaign.
5. Campaign Rights: Whenever we and you agree to run a Campaign, you appoint us as the seller of the Product(s) to be the subject of the Campaign and grant us for the necessary term a worldwide, non-exclusive licence to use any of your intellectual property as necessary for the purposes of that Campaign, i.e. to design, manufacture, advertise, sell and distribute the Products.
6. Materials: You warrant that all material you contribute to any Designs and/or Products is original, does not infringe any third-party rights, is not obscene, defamatory or illegal, and you have all licenses or permissions necessary.
7. Rights in Designs etc.: You acknowledge ownership and rights in any Designs made pursuant to a Campaign Agreement remain with us, however neither you nor we shall use these for any purposes other than to perform the Agreement without the other’s consent. You acknowledge that all Paired Products along with all associated intellectual property are owned by Makeship, and that nothing in these Terms grants you the right to use, sell, modify or otherwise deal with any Paired Products, other than as expressly set out in these Terms. Makeship remains free at all times to sell, manufacture, modify, use, or otherwise deal with Paired Products as it sees fit.
8. Promotion of relationship: You give us permission to advertise that we’ve worked with you (this includes using your intellectual property, e.g. posting a logo, publishing materials from a Campaign, etc.).
9. Indemnity: You indemnify and hold harmless us and our affiliates against any losses, damages, claims, or liabilities arising out of (i) your breach of any of the provisions of these Terms; (ii) any misuse by you of the Platform and/or (iii) any claim relating to material you contribute to any Design or Product.
10. Liability: To the extent allowable by law, our liability to you under these Terms is limited to the total amount actually paid to you under these Terms, and we are not liable for any indirect or consequential loss of any kind in contract, tort or otherwise arising out of these Terms.
11. Disclaimer: All services and contents of the Platform are provided without any representations or warranties of any kind, either implied or express, to the fullest extent permitted by applicable laws.
12. Confidentiality: You agree to keep all sensitive and confidential financial, product, business or commercial information and communications you obtain in connection with these Terms and any Campaign confidential and not disclose them unless disclosure is required by an authority, a court/tribunal, or to obtain professional advice (if in doubt, ask!).
13. Termination: We may immediately terminate these Terms or a Campaign for your actual or anticipated breach of these Terms, or if in our reasonable opinion there arises a matter concerning you or an associate of yours, which causes or may cause reputational risk to us. Termination of these Terms for any reason will not release either party from any obligations which are intended to have a continuing effect, which for the avoidance of doubt include clauses 6, 7, 8, 9, 10 and 12 of these Terms, but do not include any obligation to run any Campaigns which have been agreed to in a Campaign Form but which have not yet commenced.
14. General: A. We and you are contractors only. B. These Terms constitute the entire agreement between you and us; prior statements or representations are excluded. C. A Party shall not be liable for any failure of or delay in the performance of these Terms due to force majeure. D. You may not assign your obligations without our consent. E. Variation of these Terms is only possible in writing. F. The laws of British Columbia, Canada, apply to these Terms; the parties submit to the exclusive jurisdiction of the Courts of British Columbia, Canada. G. If any provisions(s) of these Terms are held to be unenforceable, they may be severed from these Terms.