Seller Services Agreement

Print-on-Demand Services Agreement

This is an agreement (the “Agreement”) between the individual or entity (“you”) that receives or uses any of the Print Services (as defined below) and OP3N, LLC. If you receive or use any Services, you accept and agree to be bound by this Agreement and represent that you have the authority to bind yourself or the entity you represent to this Agreement.

1. Relation of Agreements

This Agreement includes the terms set forth here as well as all terms, rules and policies that we make available for participating in the Print Services, defined below. This Agreement also incorporates the OP3N Terms of Service, and to the extent there is any conflict between this Agreement and the Terms of Service, this Agreement controls with respect to the Print Services.

2. Our Services

“Print Services” means any software that OP3N makes available to you under this Agreement for use in connection with your license of Content to OP3N for OP3N’s sale of Products. “Products” are any products you submit to have made, sold, distributed, or promoted through the Print Services. “Content” means all content you deliver to us relating to a Product, including product information, media, art, logos, trademarks, trade names, models, design specifications, product instructions and notices, and other similar materials. We have sole discretion to determine all features and operations of the Print Services and to change the Print Services from time to time. You acknowledge that we have no obligation to make, have made, offer for sale, distribute, or promote any Product, to permit you to use any Print Services, or to continue any of the foregoing once begun.

3. Representations and Warranties.

You represent, warrant and covenant that:

1. You are at least the legal age of majority and that you are able to form a legally binding contract.

2. If you are a business or other legal entity, then: (a) you are duly organized, validly existing and in good standing under the Laws of the country in which your business is registered and that you are registering for the Print Services within such country; (b) you have all requisite right, power, and authority to enter into this Agreement, perform your obligations, and grant the rights, licenses, and authorizations in this Agreement; (c) any information provided or made available by you or your affiliates to us is at all times accurate and complete; and (d) the individual applicant entering into this Agreement on the legal entity’s behalf represents that he or she has all necessary legal authority to bind the legal entity to this Agreement.

3. Before providing us with any Content, you will have obtained the rights necessary for the exercise of all rights granted under this Agreement, and you will be solely responsible for and will pay any licensors or co-owners any royalties or other monies due to them related to such Content; and

4. None of the following will violate any Law; require us to obtain any license, authorization, or other permission from any governmental agency or other third party; contain any defamatory material; or violate or infringe any intellectual property, proprietary, or other rights of any person or entity (including contractual rights, copyrights, trademarks, patents, trade dress, trade secret, common law rights, rights of publicity, or privacy, or moral rights): (i) the exercise of any rights granted under this Agreement; (ii) your Content or the production, sale, distribution, or promotion of the Content or Products as authorized in this Agreement; or (iii) any marketing, advertising, or promotion by you or on your behalf in connection with any Content or Products.

4. Our License to You

OP3N grants you a limited, revocable, non-exclusive, royalty-free, non-transferable, non-sub-licensable license to use the Print Services solely for the purposes of developing, testing, and promoting your Content. We may modify or discontinue (including by ceasing our distribution of or support for) any or all of the Print Services at any time without notice.

5. Reservation of Our Rights

You may use the Print Services only as expressly authorized under this Agreement, and only through the interfaces and functionality we designate. You must comply with all instructions and requirements in any guidelines or other documentation that we provide, including any usage limits or quotas.

Except as expressly permitted under Section 3, you will not: (a) incorporate or compile any portion of the Print Services into your Products or other digital or physical products; (b) distribute, sub-license, resell, lease, transfer, or otherwise provide access to any portion of the Print Services to any third party; or (c) modify or create derivative works of the Print Services. You will not circumvent or disable any copy protection, security, or other controls in the Print Services or use the Print Services in a way intended to avoid incurring any applicable fees or exceeding usage limits or quotas. You will not reverse engineer, disassemble or decompile the Print Services (except to the extent applicable law doesn’t allow this restriction). You will not use the Print Services with any software or other materials that are subject to licenses or restrictions (e.g., open source software licenses) that, when combined with the Print Services, would require you or us to disclose, license, distribute or otherwise make all or any part of such Print Services available to anyone. You will not remove, modify, or obscure any copyright, patent, trademark or other proprietary or attribution notices on or in any Print Services. You will not direct, encourage, or assist any other party to take any action prohibited by this Agreement.

All licenses granted to you in this Agreement are conditional on your continued compliance with this Agreement and any other agreements you have entered into with OP3N and will immediately and automatically terminate if you do not comply with any term of such agreements.

The Print Services are the intellectual property of OP3N. Except for the rights explicitly granted to you in this Agreement, all right, title and interest in and to the Print Services are reserved and retained by us.

6. Compliance with Laws

You will comply with all applicable laws, rules, regulations, orders, and other requirements of governmental agencies (together, “Laws”) in your use of the Print Services and in the development and distribution of your Products that use any Print Services. Without limiting the foregoing, you will comply with all export, re-export, and import Laws of the United States and other countries that may apply to the Print Services, and will not transfer, or encourage, assist, or authorize the transfer of, the Print Services to a prohibited country or otherwise in violation of any applicable Laws. You will not engage in any activity using or related to the Print Services, including the development or distribution of your Products, that (a) infringes, violates, or misappropriates our rights or the rights of any third party, or (b) interferes with, damages, or uses in any unauthorized manner the hardware, software, networks, technologies, or other properties or services of ours or of any end user or other third party.

7. Agreement Changes

We reserve the right to change this Agreement at any time in our discretion. We will give you notice of the changes by posting an updated version of this Agreement online. Changes to this Agreement will be effective as of the date we post them, unless we specify a different effective date when we make a particular change. You are responsible for checking for Agreement updates. Your continued use of Print Services after changes to this Agreement take effect will constitute your acceptance of the changes. If you do not agree to a change, you must stop using the Print Services and terminate this Agreement.

8. Term and Termination

The term of this Agreement (the “Term”) will begin on the date you click to accept it and will continue until you or we terminate it. We are entitled to terminate this Agreement and access to your account at our discretion with or without advance notice to you. You are entitled to terminate this Agreement at any time by giving us at least 30 days advance written notice. We may also suspend your participation in the Print Services at our discretion with or without notice to you. We are not obligated to return copies of any Content or other materials that you provide and may continue to use Content in the production and sale of merchandise without compensation due to you. The following provisions of this Agreement will survive termination of this Agreement: Sections 3, 5, 10, 11, 13 through 22, all your representations and warranties in this Agreement, and any other provisions that, by their nature, are intended to survive.

9. Content Policies

All Content submitted to OP3N in relation to the Print Services must adhere to our content policies, which prohibit the following content. This list is not exhaustive, and the content policies may change over time.

1. Illegal or Infringing Content

• Content that does not comply with federal, state, or local laws in the geographies in which your listings are available.

• Content incorporating intellectual property (such as trademarks, copyrights, or the name or likeness of others) that you do not have the right to use.

2. Offensive or Controversial Content

• Content that promotes, incites or glorifies hatred, violence, racial, sexual or religious intolerance or promotes organizations with such views.

• Content that graphically portrays violence or victims of violence.

• Content depicting children or characters resembling children in a sexually suggestive manner.

• Youth sized products that contain adult content, profanity and/or sexual references.

• Content related to human tragedies and natural disasters.

• Content that is misleading or deceptive with risk to cause harm.

• Content using profanity to attack a group or individual.

• Content that promotes illegal activity.

• Sexually obscene content.

• Inflammatory content.

3. Other Content Not Allowed

• Solicitations for customer reviews.

• Content giving the impression sales proceeds will be donated to other organizations or used for charity.

• Content that references product, fulfillment, or delivery attributes.

• Other content that might lead to a poor customer experience.

OP3N reserves the right to determine the appropriateness of listings on its site, and may remove any listing at any time. If you supply content in violation of these content policies, we may take corrective actions, such as immediately suspending or terminating your privileges, removing listings, terminating the business relationship, or permanently withholding payments.

10. Publicity

Unless you have received our express written permission, you will not otherwise use any trademark, service mark, commercial symbol, or other proprietary right of ours, issue press releases or other publicity relating to us or this Agreement, or refer to us in promotional materials.

11. Royalties

You earn a royalty on every product sold or 20% of the list price, not including sales taxes or shipping costs. Your royalty is based on your product's purchase price, less any applicable tax, and less OP3N's costs. OP3N costs include materials, production, fulfillment, customer service, returns, exchanges, and resources required to detect and prevent fraud. A royalty is due only for sales for which we have received final payment from or on behalf of an end user. If a Product is purchased using a credit card or bank account deduction mechanism, final payment will be deemed to have occurred when the applicable credit card company or bank has fully settled the payment for the applicable purchase. A royalty is due only on the sale by OP3N of a Product.

12. Sales and Pricing

OP3N will be the seller of record for the Products. OP3N has sole discretion to determine price, availability, distribution channels, and terms of sale for the Products. We are responsible for and have sole discretion related to processing payments, collecting payments, addressing requests for refunds, and providing customer service related to our obligations, and we will have sole ownership and control of all sales and other data we obtain from customers in connection with the Print Services.

For every Product, you will provide the following information: "Product Information" includes the Required Product Information and any other information and content related to your Content and/or to you, such as all metadata, graphics, artwork, images, trademarks, trade names, logos, and other descriptive or identifying information and materials associated with you or a particular Product. You are responsible for providing accurate Product Information, and will not make any false, inaccurate, or misleading claims or statements regarding any Content or Product or otherwise mislead customers regarding any Content or Product. If any Product Information is inaccurate or needs to be updated or modified, you will promptly provide us with corrections, updates, or modifications.

13. Payment

Subject to the terms of this paragraph, we will pay you royalties approximately 30 days after the end of the calendar month in which the final payment for the applicable sale is made. We will make available to you a report detailing sales of Products and corresponding Royalties. All payments will be made via PayPal or other method of our choosing. You must create a PayPal account to receive royalty payments. We are entitled to accrue and withhold payments, without interest, until the total amounts due to you (net of any tax withholding or deduction, as further described below) exceed the minimum payment thresholds. If you do not provide information requested by us to assist in the payment to you and our legal responsibilities arising from the payment, we may withhold payments, without interest, until you do so.

You may not maintain any action or proceeding against us with respect to any report or payment unless you commence that action or suit within 6 months after the date the report or payment was due.

If we pay you a royalty on a sale and later issue a refund or credit to the customer for such sale (or receive a chargeback related to the sale), we may offset the amount of the royalty we previously paid you against future royalties or other amounts that would otherwise be payable to you under this Agreement, or require you to remit that amount to us. For any amounts that we determine you owe us, we may (a) charge any payment instrument you provide to us; (b) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you; (c) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt; (d) reverse any credits to your accounts; or (e) collect payment or reimbursement from you by any other lawful means.

If we determine that your actions or performance may result in returns, chargebacks, claims, disputes, violations of this Agreement, or other risks to OP3N or third parties, then we may in our sole discretion withhold any payments to you for as long as we determine any related risks to OP3N or third parties persist. If we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or if you are unable to demonstrate that you have all necessary rights to the Content you provide us for a Product, then we may in our sole discretion permanently withhold royalties to you for any Products. If after we have terminated your Print Services account you open a new Print Services account without our express permission, we will not owe you any royalties under the new Print Services account.

14. Taxes

OP3N is responsible for collecting and remitting any taxes imposed on its sales of Products to customers. You are responsible for any income or other taxes due and payable resulting from any OP3N payment to you. Accordingly, unless otherwise stated, the amounts due to you hereunder are inclusive of any taxes that may apply to such payments. OP3N maintains the right, however, to deduct or withhold any applicable taxes that we may be legally obligated to deduct or withhold from amounts due from OP3N or its affiliates, and the amounts due, as reduced by such deductions or withholdings, will constitute full payment to you. You will provide OP3N with any forms, documents, or other certifications as may be requested by OP3N to satisfy any information reporting or tax obligations with respect to this Agreement.

15. Your License to Us

You hereby grant OP3N an exclusive, perpetual, irrevocable, royalty-free, worldwide, right and license to make, have made, sell, import, reproduce, distribute, create derivative works of, and use the Content for purposes of designing, distributing, and producing Products. You hereby grant OP3N an exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, distribute, reformat, modify, create derivative works of, promote, advertise, transmit, publicly display, and publicly perform the Content, in all forms of media, for the marketing, sale, and distribution of the Products and in connection with the Print Services. In addition, we may exercise any ancillary rights relating to your Content that are reasonably necessary to effect the intent of the grants of rights contained in this Agreement. We may also sublicense our rights in Content under this Agreement to third parties operating products or services that allow for the discovery or purchase of Products. Nothing in this Agreement restricts us from exercising any right available to us under applicable law or any separate license.

Subject to the rights granted in this Agreement and our ownership of the Print Services, as between you and us, you retain all right, title and interest in and to Content that you submit to us. Subject to your rights in such Content, we retain all right, title and interest in and to the Print Services and all technology, content, information, services, trademarks and other intellectual property used in connection with it. Without limiting the foregoing, each of us recognizes that any uses of the other’s brand features in connection with this Agreement, and goodwill associated with such uses, will inure solely to the party owning such brand features. If you provide suggestions, ideas, or other feedback to us about the Print Services, we will be free to exercise all rights in such feedback without restriction and without compensating you.

16. Marketing to Children

You will not link to, or encourage, authorize, or direct others to link to, any online location where Products are available for sale from any website, application, or other service that is directed to children within the meaning of the Children’s Online Privacy Protection Act or any successor or similar law.

17. Withdrawal

You will immediately notify us if you unexpectedly lose the rights required under this Agreement or become aware of a third party claim related to these rights. Notwithstanding any withdrawal, we may fulfill any customer orders placed prior to the withdrawal. Any withdrawal does not limit our, or any third party’s, right to sell used Products.

18. Your Account

You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer. We may provide the ability for you to grant additional users access to your account under separate usernames and passwords. You agree that you are responsible for all activities that occur under your account or password, including all activities that occur under any username you grant access to your account. You will ensure that all users granted access to your account comply with this Agreement. If you make changes to your settings or user permissions within the OP3N Services, it may take some time for our system to process the change and you acknowledge that those changes may not take effect immediately.

19. Communications

You acknowledge that we will communicate with you primarily via email, SMS, or by posting notices on the OP3N Services. You agree that all agreements, notices, disclosures and any other communications that we provide to you electronically satisfy any legal requirements that such communications be in writing. To the maximum extent permitted by applicable law, OP3N may monitor any electronic communications you make in connection with the Print Services and may disclose such information in the event it has a good faith reason to believe it is necessary for purposes of ensuring your compliance with this Agreement, and protecting the rights, property, and interests of OP3N or any third party.

20. DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY

THE PRINT SERVICES AND ANY PRINT SERVICES MATERIALS ARE PROVIDED “AS IS.” WE WILL IN NO EVENT BE LIABLE FOR ANY LOSS OF DATA OR CONTENT, LOSS OF PROFITS, COST OF COVER OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR RELIANCE DAMAGES ARISING FROM OR IN RELATION TO THIS AGREEMENT, OR FOR ANY EQUITABLE REMEDY OF DISGORGEMENT OR OTHERWISE, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, EVEN IF OP3N HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IN NO EVENT WILL OUR LIABILITY HEREUNDER EXCEED THE AMOUNT OF ROYALTIES (AS DEFINED IN THE DISTRIBUTION SCHEDULE) DUE AND PAYABLE TO YOU UNDER THIS AGREEMENT FOR THE TWELVE-MONTH PERIOD PRECEDING SUCH CLAIM. WE SPECIFICALLY DISCLAIM, WITH RESPECT TO ALL SERVICES, SOFTWARE, CONTENT OR PRODUCTS PROVIDED BY OR ON BEHALF OF US IN CONNECTION WITH THIS AGREEMENT OR THE PRINT SERVICES OR PRINT SERVICES MATERIALS, ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE AND AGREE THAT WE CANNOT ENSURE THAT CONTENT SUBMITTED BY OR ON BEHALF OF YOU WILL BE PROTECTED FROM THEFT OR MISUSE, AND WE WILL HAVE NO LIABILITY ARISING FROM A FAILURE OF ANY SECURITY TECHNOLOGY OR PROCEDURE.

21. Indemnification

You release us and will indemnify, defend and hold us (including any respective officers, directors, employees, contractors and assigns) harmless from and against any loss, expense, claim, liability, damage, action or cause of action (including reasonable attorneys’ fees) that arises out of any claim relating to your content or products or your breach or non-compliance with this Agreement (each, a “Claim”). You will not consent to the entry of a judgment or settle a Claim without our prior written consent, which may not be unreasonably withheld. You will use counsel reasonably satisfactory to us to defend each Claim. If we reasonably determine that a Claim might adversely affect us, we may take control of the defense at our expense (and without limiting your indemnification obligations). Your obligations under this Section 21 are independent of your other obligations under this Agreement.

22. Copyright; Trademarks

All content included on the OP3N Services, such as text, graphics, logos, button icons, images, video clips, digital downloads, data compilations, and software, is the property of OP3N or its content suppliers and protected by United States and international copyright laws. The compilation of all content on the OP3N Services is the exclusive property of OP3N and protected by U.S. and international copyright laws. All software used on the OP3N Services is the property of OP3N or its software suppliers and protected by United States and international copyright laws. OP3N, OP3N.world, the OP3N app, and other graphics, logos, page headers, button icons, scripts, and service names are trademarks, registered trademarks or trade dress of OP3N in the U.S. and/or other countries. OP3N's trademarks and trade dress may not be used in connection with any product or service that is not OP3N's, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits the Print Services or OP3N. All other trademarks not owned by OP3N that appear on the OP3N Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by OP3N.