StreamMerch is provided by Spreadshirt, Inc.
(a) The General Terms and
Conditions of Spreadshirt, Inc. are incorporated to this agreement by
(b) This agreement governs the establishment, on-going operation, promotion, and maintenance of an online, custom merchandise interface ("shop") and the use of Spreadshirt’s online design marketplace ("marketplace") whereby the user (the "Partner") may create or market designs or products for sale using the site and service provided by Spreadshirt, Inc. ("Spreadshirt").
(c) The Partner may create either a standard shop or a designer shop, or upload designs to Spreadshirt’s marketplace. Standard shops feature static products that the Partner selects (for example, by combining new or existing designs available on the Spreadshirt platform with blank Spreadshirt products like t-shirts), and which end customers cannot customize. Designer shops feature dynamic products which the Partner can create by using new or existing designs available on the Spreadshirt platform, and which end customers can then customize with their own text, designs, or existing designs available on the Spreadshirt platform. Spreadshirt’s marketplace allows customers to browse designs submitted by many Partners, but which customers cannot customize. The resulting goods are the printed Spreadshirt products, and for the completed sales of these, the Partner receives a commission according to the terms of Section 5 of this agreement.
(d) Spreadshirt may change these terms from time to time. If Spreadshirt makes changes to these terms, you will be notified and asked to accept the new terms as a condition of continuing to use Spreadshirt's site and service. If you disagree with any amendments, you must stop using Spreadshirt's site and service.
(e) This agreement's terms apply retroactively to all Submitted Content that the Partner submitted to Spreadshirt's site and service prior to this agreement's effective date.
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(a) The Partner hereby permits Spreadshirt to reproduce, adapt, modify, translate,
publish, publicly perform, publicly display, sell, and distribute any and all
Submitted Content and designs (including associated information such as tags) that
the Partner submits, posts or displays on or through a shop or the site and
service. The Partner expressly consents that Spreadshirt may distribute Submitted
Content in its own shops and the shops of Spreadshirt's corporate affiliates, in
shops of third-party Partners, or via any other channels of external marketplace
distribution that currently exist or that may later exist (such as Amazon.com,
eBay, etc.), and that the Partner's sole means of compensation therefor is a
commission according to Section 5 below. The Partner acknowledges that external
marketplace distribution may place additional restrictions on pricing,
advertising, intellectual property rights, and other matters, subject to the terms
and conditions of those third-party distribution channels. The Partner may be able
to restrict Spreadshirt's use of Submitted Content, including external marketplace
distribution, by selecting various options within the user settings area provided
by Spreadshirt ("Partner Account").
(b) Spreadshirt may use the Partner's Submitted Content for advertising purposes in any and all media now existing or later arising, including for up to six months after the termination of this agreement if these advertisements already existed or were in development before the Partner terminated this agreement. When reasonably possible, Spreadshirt will link all such depictions to the Partner's shop.
(c) Title to intellectual property rights (for example, trademark, copyright, privacy rights, publicity rights, common law, etc.) to a print design provided by the Partner remain with the Partner.
(d) The Partner may terminate this agreement by removing Submitted Content via the Partner Account, or by terminating this agreement according to its terms. If either party terminates this agreement, any products that have already been ordered prior to termination and that would be affected by such a termination will continue to be fulfilled. Due to technical and practical limitations, Submitted Content may remain on Spreadshirt's site and service for several days following removal or termination, and if Submitted Content is being used by other Spreadshirt Partners, removal may be delayed for up to two weeks to allow those Partners to make other arrangements for the soon-to-be missing content.
(e) Nothing in this agreement is to be construed to impose a duty upon Spreadshirt to use or exploit Submitted Content in any way. Spreadshirt may remove Submitted Content, shops or parts thereof, or any other functionality of the site and service at any time in its sole discretion for any reason or no reason, with or without notice to the Partner, and Spreadshirt is not liable to the Partner for such acts or their consequences, even if foreseeable and even if Spreadshirt is specifically advised of them in advance.
(a) The Partner is solely responsible for the content (e.g., URLs, print designs,
images, slogans, background images, text, tags, descriptions, etc.) uploaded, or
otherwise added through the Spreadshirt interface, to a shop, marketplace, or
products (collectively "Submitted Content").
(b) The Partner guarantees that the Submitted Content was either created by the Partner or that the Partner is otherwise the owner or authorized licensee of all necessary rights in and to the Submitted Content (for example, trademark, copyright, privacy rights, publicity rights, common law, etc.), necessary to effect the intent of this agreement. Spreadshirt may demand written evidence of such authorization at any time.
(c) The Partner guarantees that, to the best of the Partner's knowledge, no Submitted Content infringes the rights of any third parties (for example, trademark, copyright, privacy rights, publicity rights, common law, etc.).
(d) The Partner guarantees that the Submitted Content does not violate any state or federal laws, especially laws regarding the protection of minors.
(e) If the Partner violates any agreement with Spreadshirt, violates Spreadshirt's Ethical Guidelines (in Spreadshirt's sole discretion), or if third parties claim that Submitted Content infringes their rights, Spreadshirt reserves the right to remove or modify the shop or Submitted Content to address the problem; to share the Partner's contact information with the complaining third party; to withhold commissions from the Partner who uploaded the Submitted Content until the claim is resolved; and to use such commissions to offset the costs of the violation or claim for infringement in Spreadshirt's sole discretion.
(f) If Spreadshirt believes, in its sole discretion, that Submitted Content is wrongfully used, obviously misappropriated, or likely to create any risk for Spreadshirt, then Spreadshirt reserves the right to remove, limit, or modify the Submitted Content or service provided to the Partner to address the perceived risk.
(g) The Partner must immediately inform Spreadshirt in writing if the Partner receives claims alleging that its Submitted Content infringes third-party rights.
Spreadshirt may require the Partner to provide certain information via the Partner Account (for example, name, mailing address, email address, payment information, etc.). Failure to provide complete, accurate, and up-to-date information in the Partner Account may result in the shop or other Submitted Content not being published for end customers, the stopping of orders, and potentially the immediate cancelation of the shop or other Submitted Content and the withholding of any existing commissions until complete, accurate, and up-to-date information is provided.
(a) The Partner may receive a commission for sales of Spreadshirt products connected with the Partner's account. Commissions vary depending on the settings that the Partner chooses in the Partner Account:
(b) The Partner acknowledges that commissions are only credited to the Partner’s
account within 14 days after both (1) payment for the order is received and (2)
the order is shipped. The Partner receives no credited commission, or may have a
credit commission removed or offset in a later payment period, if (1) the end
customer cancels the order, requests a refund within Spreadshirt’s return
policies, or requests a replacement; (2) the customer’s payment method fails; or
(3) there is a chargeback.
(c) Spreadshirt will pay the Partner the owed commissions monthly according to the timing, account minimum, and other commission payment guidelines found on Spreadshirt’s website. The minimum balance required for payment depends upon the currency the Partner selects in the Partner Account. If the exchange rate of the US Dollar changes relative to other supported currencies (according to exchange rates published by the Federal Reserve), Spreadshirt may, in its sole discretion, adjust the account minimum required for payment effective upon notice to the Partner. Depending on the payment methods the Partner chooses, certain processing fees may apply (for example, PayPal fees). If the Partner closes its account carrying less than the minimum payout balance, that remaining amount will be paid within six months after the cancellation of all agreements between Spreadshirt and the Partner, as long as no new agreement is made by Spreadshirt and the Partner within this period. Other applicable commission payment guidelines can be found here.
(d) The Partner is responsible for providing Spreadshirt with its current, valid payment details, including a valid United States tax identification number, its full name as shown on the Partner's income tax return, and any other information Spreadshirt requests (and which information matches information on file with the IRS). The Partner is solely liable for any consequences of providing incorrect and out-of-date information. Spreadshirt has the option in its sole discretion to withhold payment of commissions until the information described in this paragraph is provided, or to withhold a portion of earned commissions necessary to comply with applicable tax laws (for example, IRS backup withholding rules). Depending upon applicable law, Partners who lack United States taxpayer identification numbers may be able to present documentation to remove the tax withholding from their payments, or to secure payment of commissions again, but Spreadshirt does not guarantee that this option will be available to any Partner.
(e) The Partner acknowledges that Spreadshirt may file certain documents with the IRS in order to comply with applicable law (for example, a form 1099 reporting the income of the Partner from earned commissions). However, the Partner agrees that Spreadshirt is not liable for the consequences of any such filing; is in no way responsible for collecting, reporting, or remitting any taxes arising from or relating to the Partner's own income relating to these commissions; and that Spreadshirt has no duty to maintain records for the Partner's benefit, including for the Partner's tax purposes.
(f) If the Partner fails to provide valid information described in paragraph 5(d) above, and does not respond to requests for valid information within a one-year period starting from the first message sent by Spreadshirt asking for valid information, then the Partner waives all rights and claims to unpaid commissions remaining in its account.
(a) Volume Commission Definition. Within a given Accounting Period, the
Partner can earn a credit towards an extra Volume Commission in addition to the
existing ordinary affiliate commission owed according to Section 5(a)(ii). The
Volume Commission for a given Accounting Period equals the Volume Commission
Percentage set out in the table below under Section 6(d) multiplied by the Net
Product Revenue of Qualified Products ordered through the Shops of the Partner in
that Accounting Period. “Net Product Revenue” means the product-type retail price
(basic price) for the unprinted Spreadshirt product plus retail printing price,
deducted by (1) any discounts which apply to these price components (if discounts
apply to the order of the Qualified Product, such discounts apply pro rata to the
price for the unprinted Spreadshirt product plus printing price; absolute nominal
discounts apply in the proportion of the individual product prices (plus printing)
to the sum of all product prices (plus printing) in the order) and (2) VAT, or
other duties which apply to the price for the unprinted Spreadshirt product plus
printing price; possible VAT deductions are subject to the tax evaluation of sale
and delivery of the respective Spreadshirt product and the applicable VAT
--> (b) Conditions. The Volume Commission is only available and owed for orders of Qualified Products made in a Shop (or Shops, if they belong to a single Partner ID).
(c) Accounting Period Definition. For purposes of calculating the number of Qualified Products ordered through the Shop(s) of the Partner, the relevant Accounting Periods is a calendar month.
(d) Volume Commission Percentage Calculation. Each Accounting Period, Spreadshirt calculates the Volume Commission Percentage as follows:
|Qualified Products ordered through the Shop(s) of The Partner (inclusive)||Volume Commission Percentage|
|4001 and above||40,0 %|
(i) Qualified Products Definition. For purposes of calculating the number
of Qualified Products ordered within a specific Accounting Period, Qualified
Products only include those ordered products for which, at the latest after 14
days after the close of the respective Volume Commission Accounting Period, (1)
payment for the ordered Spreadshirt product is received at Spreadshirt, (2) the
ordered Spreadshirt product is shipped and (3) the ordered Spreadshirt product has
not been returned to Spreadshirt in accordance with applicable law or
Spreadshirt’s return policy.
(ii) Accounting and Payment Rules. The Volume Commission will be credited to The Partner after calculating the Volume Commission Percentage. Crediting and payment of the Volume Commission will take place according to the rules in Section 5.
(a) Spreadshirt makes a white-label shop site available to the Partner (for
example, via a spreadshirt.com URL), but the Partner may publish or embed the shop
on its own website. In that case, the shop is published via an electronic
reference ("link") provided by Spreadshirt, which the Partner embeds in his
website and which refers to its shop. The Partner must use the link and website
generated by Spreadshirt without any changes. In particular, the Partner may not
change Spreadshirt's advertisements, branding, terms and conditions, or other
(b) The Partner agrees that it does not have and will not earn, through use of the site and service, any ownership, interest, or other rights in the URLs provided by Spreadshirt, any designs or interfaces implemented by Spreadshirt which the Partner uses or requests, or any rank or placement on search results generally (for example, as a result of search-engine optimization efforts by the Partner).
(a) Customers purchasing products are customers of Spreadshirt. This relationship
between customers and Spreadshirt is independent of any possible relationships and
contracts between the Partner and the customer who may visit other websites of the
Partner. Thus, all customer orders, customer service, and related matters are
governed solely by the rules, guidelines, and business practices of
(b) Spreadshirt is responsible for all processing and execution of orders. To that end, Spreadshirt creates order forms, books payments, processes cancellations and returns, and is solely responsible for customer service.
(c) Spreadshirt may reject any orders which do not meet its requirements, and may reject orders from customers who are known for not being credit-worthy or show as being a credit risk.
Spreadshirt may change the Shop Administration system, shop offerings, product offerings, guidelines, base product prices, general pricing, availability, business operations, and order processing at any time.
Spreadshirt facilitates all sales made in shops and provides the Partner with a summary of its sales statistics. Spreadshirt may modify the form and content of this information at any time in its sole discretion.
This agreement continues indefinitely until it is terminated by either party. Partners may terminate by deactivating their shops in the Partner Account provided online by Spreadshirt. Spreadshirt may terminate this agreement effective immediately if the Partner violates any term, or the spirit of any term, of this agreement and may also terminate at any time, for any reason or no reason, effective immediately, by notifying the Partner via the email address provided in the Partner Account. Sections 3, 6(b), 5, 7, 8, and 10 survive termination of this agreement.