We are Makeship Ltd (“Makeship”), registered office at 422 Richards St, Suite 170, Vancouver, BC., V6B 2Z4, Canada (“we” and “Makeship”).
Makeship runs limited-edition, pre-sale campaigns through our makeship.com online platform (“Platform”), featuring custom designed, creator-branded products (“Product”).
Individual campaigns (“Campaign”) are started and managed on Makeship’s Creator Portal. By creating an account on the Creator Portal and starting an individual campaign, you, the account holder (“you”, “Creator”) agree that you have read and consent to these Terms of Service (“Terms”).
1. Creating an Account: In order to access the Creator Portal, you were first required to create a user account. You warrant that all information provided in setting up your account is accurate.
2. Starting a Campaign: Each Campaign applies to one Product. Once we’ve agreed on the details of the Product and Campaign, we’ll create a Campaign panel on your Creator Portal which you can review and accept. Each Campaign panel will normally include details such as:
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 (“Production Design Art”) for sale with your Product.
Once you click the “Start Campaign” button, you commit to starting the Campaign as set out in the Campaign panel.
3. Running the Campaign: Campaigns are made up of four steps: Design, Launch, Make, and Ship
Design – At the design stage, we will work with you to prepare designs and sample(s) for your Product and any Production Design Art (“Designs”) for your approval. The design and approval process will follow our standard procedures for that Product category.
Launch – Once you have approved the design, we will launch the Campaign. Each Campaign will run for a Campaign period, usually 3-4 weeks, starting on a mutually agreed date. We will make the Products available for pre-sale on our Platform, on our standard customer terms of sale, for the Retail Price (excluding any applicable sales tax and shipping). Any Paired Products or Production Design Art will also be available at our standard retail prices.
After the Campaign period, if the MOQ for your Product was reached (a “successful Campaign”), we will proceed to the “Make” stage. If not, we will refund all customers and we will not proceed to manufacturing.
Make – At this stage, after a successful Campaign, we will manufacture enough Products to meet all pre-sales orders. Manufacturing lead times may vary but are generally within 2-3 months of the Campaign finishing. Digital products such as Production Design Art are generally made available within 1-2 weeks.
Ship – After manufacturing is complete, we will ship all orders to customers who ordered them. We will be responsible for all customer service, including processing customer queries and returns. If there remains excess stock of Product after this stage (for example due to a returned item), we may use that stock for our internal purposes such as quality assurance etc.
4. Promoting the Campaign: 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.
5. Your Payments: If your Campaign was successful, we will pay you the percentage of Net Retail Sales received for your Products from the Campaign, as specified in the Campaign panel. “Net Retail Sales” is defined as the total gross sales in respect of your Products and any Production Design Art sold, less any promotional discounts (applied only with your approval) and refunds. Payment will be made within 30 days after the Campaign ends. For the avoidance of doubt, Creator is not entitled to any proceeds from any Paired Products sold during the Campaign.
6. 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 such intellectual property as is strictly necessary for the purposes of that Campaign, i.e. to design, manufacture, advertise, sell and distribute the Products.
7. 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.
8. Rights in Designs etc.: You acknowledge ownership and rights in any Designs developed pursuant to a Campaign remain with us, however neither you nor we shall use these, nor permit them to be used, for any purposes other than to perform the Agreement without the other’s consent.
In respect of any material you provide that contributes to any Products, all pre-existing ownership and associated rights, including all intellectual property rights, remain with the existing rightholder and nothing in these Terms shall alter or restrict those rights.
You acknowledge that all Paired Products and any Makeship base products (such as our backpack product) 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 these 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 or its base products as it sees fit.
9. 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.).
10. 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 obligations, representations or warranties in 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.
11. Liability: To the extent allowable by law, (i) our liability to you under these Terms is limited to the total amount actually paid or payable to you under these Terms, and (ii) we are not liable for any indirect or consequential loss of any kind in contract, tort or otherwise arising out of these Terms.
12. 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.
13. Confidentiality: Each party agrees to keep all sensitive and confidential financial, product, business or commercial information and communications they 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.
14. 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 7, 8, 9, 10, 11, 13, and 15 of these Terms, but do not include any obligation to run any Campaigns which have been agreed to but which have not yet launched.
15. 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 under these Terms without our written consent. E. Variation of these Terms is only possible by both parties agreeing 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.