These Merchant Terms and Conditions (the “MerchantTerms”) govern your use of the feature of the Web site (the “Site”) owned and/or operated by Manic Merch LLC (“Manic Merch”) which allows you to create, produce, market, distribute and sell branded products (“Products”) and any and all associated services provided by Manic Merch in connection with such use (collectively, the “Merchant Service”). Please read these Merchant Terms carefully. These Merchant Terms constitute a binding agreement between you and Manic Merch regarding your use of the Merchant Service. By using the Merchant Service, you agree to be bound by these Merchant Terms, the Manic Merch Terms of Service and the Manic Merch Privacy Policy Privacy. If you do not agree to any provision of these agreements, you may not use the Merchant Service. In the event of a conflict between the Terms of Service and these Merchant Terms, these Merchant Terms will govern.

  1. Merchant Terms Changes

    Manic Merch may, in its sole and absolute discretion, change these Merchant Terms from time to time, including, without limitation, changing the fees or charges to use the Merchant Service. Manic Merch will post a copy of the Merchant Terms as changed on the Site at Terms and Conditions. Your continued use of the Merchant Service constitutes your agreement to abide by the Merchant Terms as changed. If you object to any such changes, your sole recourse shall be to cease using the Merchant Service.

  2. Merchant Account

    In order to use the Merchant Service, you must create an account with Manic Merch and provide Manic Merch with contact, payment and tax identification information. Your decision to provide that information is purely optional. If you elect to provide that information, you agree to provide information that is true and accurate, and to update such information if it changes. If you elect to not provide that information, or if the information you provide is not complete, current, true and accurate, you may not be able to use some or all of the Merchant Service, including, without limitation, selling Products and receiving any “Revenue Share” (defined below) due hereunder. You may also be required to choose a username and password. Your username and password will be your identity for purposes of interacting with Manic Merch and third parties through the Site. You shall use your account, username and password solely in accordance with these Merchant Terms and the Terms of Service. You are solely responsible for maintaining the security of your username and password and any activity that occurs under your account. You will promptly notify Manic Merch via e-mail, if you learn of or suspect any loss, theft or unauthorized use of your account, username or password.

  3. Your Content

    The Merchant Service enables you to submit content to the Site (“Content”) for the purpose of designing, producing, marketing and selling your Products on the Merchant Service. By providing Manic Merch with Content, you hereby grant to Manic Merch and its affiliates, licensees, successors and assigns a non-exclusive, worldwide, perpetual, fully paid, royalty free (except as otherwise specified herein), transferable, sub-licensable license and right in and by any manner, means and media now known or hereafter devised to reproduce, copy, display, publicly perform, edit, modify, create derivative works of, transmit, produce, market, distribute and otherwise use and reuse your Content, in whole or in part, and any associated logos, trademarks and trade names, for the purpose of creating, producing, marketing, distributing and selling your Products on and through the Site and to improve the Merchant Service. You acknowledge and agree that you have no expectation of compensation, except with respect to any Revenue Share payable hereunder, or confidentiality of any nature with respect to any Content. Manic Merch reserves the right to display advertisements in connection with your Products and to use your Content to advertise and promote your Products, the Merchant Service and Manic Merch.

    You agree that you are solely responsible for all Content you transmit on or through the Merchant Service.

    You represent and warrant that:

    • a. you own all rights (including, without limitation, copyrights, trademarks and trade dress) in your Content or, alternatively, you have acquired all necessary rights and permissions (including, without limitation, copyrights and rights of publicity) to enable you to grant to Manic Merch and its affiliates, licensees, successors and assigns the rights in your Content described herein;
    • b. your Content does not violate or infringe the contractual, personal proprietary or other rights of any person or entity, including, without limitation, intellectual property rights, privacy rights, publicity rights, or any other legal or moral rights of any third party;
    • c. you have paid or satisfied and will pay or satisfy in full all license fees, clearance fees, royalties, and any other financial or third party obligations of any kind, arising from any use, sale or commercial exploitation of your Content, and neither Manic Merch nor any of its affiliates, licensees, successors or assigns will be responsible for such obligations;
    • d. you have obtained permission from each person (including consent from parents or guardians for any individual under the applicable age of majority) and have all the necessary approvals and consents to use such Content for the purposes contemplated herein;
    • e. your Content and use of the Merchant Service do not violate any local, state, national, or international law or regulation; and
    • f. your Content does not contain any material that is abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, hateful, or racially, ethnically, or otherwise objectionable.

    You agree to keep all records necessary to establish that your Content does not violate any of the foregoing representations and warranties and to make such records available to Manic Merch upon Manic Merch’s request.

    You acknowledge that Manic Merch does not necessarily pre-screen Content prior to your use of the Merchant Service and Manic Merch has no obligation to review your Content, but Manic Merch may pre-screen or review your Content at any time for any reason, including, without limitation, for compliance with these Merchant Terms. Manic Merch shall have the right to refuse any Content that, in its sole discretion, violates or may violate these Merchant Terms or is otherwise objectionable, and, if you have commenced your use of the Merchant Service, Manic Merch is under no obligation to continue to provide the Merchant Service for your use in connection with such Content.

  4. Prohibited Activities

    You agree that you are solely responsible for your use of the Merchant Service and all activity occurring under your account, including, without limitation, all of your activities in connection with the creation, production, marketing, distribution and sale of your Products.

    Prohibited activities include, without limitation, the following:

    • a. violating or authorizing or promoting the violation of any local, state, national, or international law or regulation, including, without limitation, the federal CAN-SPAM Act, or any provision of these Merchant Terms or the Manic Merch Terms of Service [terms], including, without limitation, linking to third party Web sites which contain content in violation thereof;
    • b. transmitting or authorizing the transmission of any unsolicited, unauthorized, false or misleading advertising or promotional materials, including, without limitation, junk mail or spam;
    • c. engaging in, authorizing or promoting any activity which abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, hateful, or racially, ethnically, or otherwise objectionable;
    • d. collecting, using or disclosing the data of Manic Merch customers in violation of the Privacy Policy [Privacy],including, without limitation, collecting personal information (e.g., account names or e-mail addresses) of users of the Merchant Service through automated means or otherwise;
    • e. impersonating any person or entity, including, without limitation, a Manic Merch representative, or otherwise misrepresenting your affiliation with a person or entity; and
    • f. otherwise engaging in any of the prohibited activities described in the Manic Merch Terms of Service [terms].
  5. Revenue Share and Fees

    In certain instances and as specified on the Site, you may be entitled to receive a share of revenue (“Revenue Share”) derived from the sale of your Products through the Merchant Service. It is your responsibility, and not Manic Merch’s, to determine the amount of taxes applicable to any such Revenue Share payments, to collect, report and remit such amount to the appropriate tax authority, and to maintain any and all records which may be required for your related tax purposes. In such instances where a Revenue Share is involved with the sale of your Products, the amount of Revenue Share may vary depending on the fulfillment method and channel selected by customers and any associated fees and charges. Revenue Share structures, including any applicable fees and charges, are set forth on the Product Fulfillment Pricing Policy Privacy, as may be modified from time to time.

  6. Indemnity

    You agree to indemnify, defend and hold harmless Manic Merch and its affiliates and any of their officers, employees, directors, shareholders, agents, partners, licensors, successors and assigns (the “Manic Merch Parties”) from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees and costs) that such parties may incur as a result of or arising from (a) any information (including, without limitation, your Content, or any other content) you provide to Manic Merch; (b) your use of the Merchant Service and the use of the Merchant Service under your account; (c) your violation of these Merchant Terms; or (d) your violation of any rights of any other person or entity, including, without limitation, any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. Manic Merch reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Manic Merch in asserting any available defenses.

  7. Termination of Service

    Manic Merch may terminate or suspend any and all Merchant Service and access to the Site immediately, without prior notice or liability, if you breach any provision of these Merchant Terms or the Manic Merch Terms of Service [Terms]. In the event of any such termination, the indemnification provisions set forth above shall survive and Manic Merch’s sole obligation to you shall be to pay the Royalty due to you, if any, prior to termination, subject to all of Manic Merch’s rights and remedies against you, including, without limitation, the right to offset and reduce any such Royalty amounts by any amounts covered by your indemnification obligations under these Merchant Terms and the Manic Merch Terms of Service [Privacy].

  8. General Provisions

    These Terms of Service shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any conflict of laws rules or provisions. Any and all disputes between you and Manic Merch will be subject to binding and final arbitration in accordance with the arbitration provisions set forth in the Manic Merch Terms of Service [terms]. If any provision of these Merchant Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Merchant Terms and shall not affect the validity and enforceability of any remaining provisions. The failure of Manic Merch to enforce any right or provision of these Merchant Terms will not be deemed a waiver of such right or provision. These Merchant Terms, together with the Manic Merch Terms of Service [terms] and the Manic Merch Privacy Policy [Privacy] and any other policies, rules or guidelines posted in connection with the Merchant Service, constitute the entire and exclusive agreement between Manic Merch and you regarding the Merchant Service, and the foregoing supersedes and replaces any prior agreements between Manic Merch and you regarding the Merchant Service.

Effective Date: 3/15/2016

These Merchant Terms and Conditions (the “MerchantTerms”) govern your use of the feature of the Web site (the “Site”) owned and/or operated by Manic Merch LLC (“Manic Merch”) which allows you to create, produce, market, distribute and sell branded products (“Products”) and any and all associated services provided by Manic Merch in connection with such use (collectively, the “Merchant Service”). Please read these Merchant Terms carefully. These Merchant Terms constitute a binding agreement between you and Manic Merch regarding your use of the Merchant Service. By using the Merchant Service, you agree to be bound by these Merchant Terms, the Manic Merch Terms of Service and the Manic Merch Privacy Policy Privacy. If you do not agree to any provision of these agreements, you may not use the Merchant Service. In the event of a conflict between the Terms of Service and these Merchant Terms, these Merchant Terms will govern.

  1. Merchant Terms Changes

    Manic Merch may, in its sole and absolute discretion, change these Merchant Terms from time to time, including, without limitation, changing the fees or charges to use the Merchant Service. Manic Merch will post a copy of the Merchant Terms as changed on the Site at Terms and Conditions. Your continued use of the Merchant Service constitutes your agreement to abide by the Merchant Terms as changed. If you object to any such changes, your sole recourse shall be to cease using the Merchant Service.

  2. Merchant Account

    In order to use the Merchant Service, you must create an account with Manic Merch and provide Manic Merch with contact, payment and tax identification information. Your decision to provide that information is purely optional. If you elect to provide that information, you agree to provide information that is true and accurate, and to update such information if it changes. If you elect to not provide that information, or if the information you provide is not complete, current, true and accurate, you may not be able to use some or all of the Merchant Service, including, without limitation, selling Products and receiving any “Revenue Share” (defined below) due hereunder. You may also be required to choose a username and password. Your username and password will be your identity for purposes of interacting with Manic Merch and third parties through the Site. You shall use your account, username and password solely in accordance with these Merchant Terms and the Terms of Service. You are solely responsible for maintaining the security of your username and password and any activity that occurs under your account. You will promptly notify Manic Merch via e-mail, if you learn of or suspect any loss, theft or unauthorized use of your account, username or password.

  3. Your Content

    The Merchant Service enables you to submit content to the Site (“Content”) for the purpose of designing, producing, marketing and selling your Products on the Merchant Service. By providing Manic Merch with Content, you hereby grant to Manic Merch and its affiliates, licensees, successors and assigns a non-exclusive, worldwide, perpetual, fully paid, royalty free (except as otherwise specified herein), transferable, sub-licensable license and right in and by any manner, means and media now known or hereafter devised to reproduce, copy, display, publicly perform, edit, modify, create derivative works of, transmit, produce, market, distribute and otherwise use and reuse your Content, in whole or in part, and any associated logos, trademarks and trade names, for the purpose of creating, producing, marketing, distributing and selling your Products on and through the Site and to improve the Merchant Service. You acknowledge and agree that you have no expectation of compensation, except with respect to any Revenue Share payable hereunder, or confidentiality of any nature with respect to any Content. Manic Merch reserves the right to display advertisements in connection with your Products and to use your Content to advertise and promote your Products, the Merchant Service and Manic Merch.

    You agree that you are solely responsible for all Content you transmit on or through the Merchant Service.

    You represent and warrant that:

    • a. you own all rights (including, without limitation, copyrights, trademarks and trade dress) in your Content or, alternatively, you have acquired all necessary rights and permissions (including, without limitation, copyrights and rights of publicity) to enable you to grant to Manic Merch and its affiliates, licensees, successors and assigns the rights in your Content described herein;
    • b. your Content does not violate or infringe the contractual, personal proprietary or other rights of any person or entity, including, without limitation, intellectual property rights, privacy rights, publicity rights, or any other legal or moral rights of any third party;
    • c. you have paid or satisfied and will pay or satisfy in full all license fees, clearance fees, royalties, and any other financial or third party obligations of any kind, arising from any use, sale or commercial exploitation of your Content, and neither Manic Merch nor any of its affiliates, licensees, successors or assigns will be responsible for such obligations;
    • d. you have obtained permission from each person (including consent from parents or guardians for any individual under the applicable age of majority) and have all the necessary approvals and consents to use such Content for the purposes contemplated herein;
    • e. your Content and use of the Merchant Service do not violate any local, state, national, or international law or regulation; and
    • f. your Content does not contain any material that is abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, hateful, or racially, ethnically, or otherwise objectionable.

    You agree to keep all records necessary to establish that your Content does not violate any of the foregoing representations and warranties and to make such records available to Manic Merch upon Manic Merch’s request.

    You acknowledge that Manic Merch does not necessarily pre-screen Content prior to your use of the Merchant Service and Manic Merch has no obligation to review your Content, but Manic Merch may pre-screen or review your Content at any time for any reason, including, without limitation, for compliance with these Merchant Terms. Manic Merch shall have the right to refuse any Content that, in its sole discretion, violates or may violate these Merchant Terms or is otherwise objectionable, and, if you have commenced your use of the Merchant Service, Manic Merch is under no obligation to continue to provide the Merchant Service for your use in connection with such Content.

  4. Prohibited Activities

    You agree that you are solely responsible for your use of the Merchant Service and all activity occurring under your account, including, without limitation, all of your activities in connection with the creation, production, marketing, distribution and sale of your Products.

    Prohibited activities include, without limitation, the following:

    • a. violating or authorizing or promoting the violation of any local, state, national, or international law or regulation, including, without limitation, the federal CAN-SPAM Act, or any provision of these Merchant Terms or the Manic Merch Terms of Service [terms], including, without limitation, linking to third party Web sites which contain content in violation thereof;
    • b. transmitting or authorizing the transmission of any unsolicited, unauthorized, false or misleading advertising or promotional materials, including, without limitation, junk mail or spam;
    • c. engaging in, authorizing or promoting any activity which abusive, harassing, tortious, defamatory, vulgar, pornographic, obscene, libelous, hateful, or racially, ethnically, or otherwise objectionable;
    • d. collecting, using or disclosing the data of Manic Merch customers in violation of the Privacy Policy [Privacy],including, without limitation, collecting personal information (e.g., account names or e-mail addresses) of users of the Merchant Service through automated means or otherwise;
    • e. impersonating any person or entity, including, without limitation, a Manic Merch representative, or otherwise misrepresenting your affiliation with a person or entity; and
    • f. otherwise engaging in any of the prohibited activities described in the Manic Merch Terms of Service [terms].
  5. Revenue Share and Fees

    In certain instances and as specified on the Site, you may be entitled to receive a share of revenue (“Revenue Share”) derived from the sale of your Products through the Merchant Service. It is your responsibility, and not Manic Merch’s, to determine the amount of taxes applicable to any such Revenue Share payments, to collect, report and remit such amount to the appropriate tax authority, and to maintain any and all records which may be required for your related tax purposes. In such instances where a Revenue Share is involved with the sale of your Products, the amount of Revenue Share may vary depending on the fulfillment method and channel selected by customers and any associated fees and charges. Revenue Share structures, including any applicable fees and charges, are set forth on the Product Fulfillment Pricing Policy Privacy, as may be modified from time to time.

  6. Indemnity

    You agree to indemnify, defend and hold harmless Manic Merch and its affiliates and any of their officers, employees, directors, shareholders, agents, partners, licensors, successors and assigns (the “Manic Merch Parties”) from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees and costs) that such parties may incur as a result of or arising from (a) any information (including, without limitation, your Content, or any other content) you provide to Manic Merch; (b) your use of the Merchant Service and the use of the Merchant Service under your account; (c) your violation of these Merchant Terms; or (d) your violation of any rights of any other person or entity, including, without limitation, any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. Manic Merch reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Manic Merch in asserting any available defenses.

  7. Termination of Service

    Manic Merch may terminate or suspend any and all Merchant Service and access to the Site immediately, without prior notice or liability, if you breach any provision of these Merchant Terms or the Manic Merch Terms of Service [Terms]. In the event of any such termination, the indemnification provisions set forth above shall survive and Manic Merch’s sole obligation to you shall be to pay the Royalty due to you, if any, prior to termination, subject to all of Manic Merch’s rights and remedies against you, including, without limitation, the right to offset and reduce any such Royalty amounts by any amounts covered by your indemnification obligations under these Merchant Terms and the Manic Merch Terms of Service [Privacy].

  8. General Provisions

    These Terms of Service shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any conflict of laws rules or provisions. Any and all disputes between you and Manic Merch will be subject to binding and final arbitration in accordance with the arbitration provisions set forth in the Manic Merch Terms of Service [terms]. If any provision of these Merchant Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Merchant Terms and shall not affect the validity and enforceability of any remaining provisions. The failure of Manic Merch to enforce any right or provision of these Merchant Terms will not be deemed a waiver of such right or provision. These Merchant Terms, together with the Manic Merch Terms of Service [terms] and the Manic Merch Privacy Policy [Privacy] and any other policies, rules or guidelines posted in connection with the Merchant Service, constitute the entire and exclusive agreement between Manic Merch and you regarding the Merchant Service, and the foregoing supersedes and replaces any prior agreements between Manic Merch and you regarding the Merchant Service.

Effective Date: 3/15/2016