Effective October 1, 2017
(a) The General Terms and Conditions of Suvenia are incorporated to this agreement by reference.
(b) This agreement governs the establishment, on-going operation, promotion, and maintenance of an online, custom merchandise interface ("store") and the use of Suvenia’s online design marketplace ("marketplace") whereby the user (the "seller") may create or market designs or products for sale using the site and service provided by Suvenia ("Suvenia").
(c) The Seller may create either a standard store or a designer store, or upload designs to Suvenia’s marketplace. Standard stores feature static products that the Seller selects (for example, by combining new or existing designs available on the Suvenia platform with blank Suvenia products like t-shirts), and which end customers cannot customize. Designer stores feature dynamic products which the Seller can create by using new or existing designs available on the Suvenia platform, and which end customers can then customize with their own text, designs, or existing designs available on the Suvenia platform. Suvenia’s marketplace allows customers to browse designs submitted by many Sellers, but which customers cannot customize. The resulting goods are the printed Suvenia products, and for the completed sales of these, the Seller receives a margin as pre-determined by the seller at the time of creating the design.
(d) Suvenia may change these terms from time to time. If Suvenia makes changes to these terms, you will be notified and asked to accept the new terms as a condition of continuing to use Suvenia's site and service. If you disagree with any amendments, you must stop using Suvenia's site and service.
(e) This agreement's terms apply retroactively to all Submitted Content that the Seller submitted to Suvenia's site and service prior to this agreement's effective date.
(a) The Seller hereby permits Suvenia 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 Seller submits, posts or displays on or through a store or the site and service. The Seller expressly consents that Suvenia may distribute Submitted Content in its own stores and the stores of Suvenia's corporate affiliates, in stores of third-party Sellers, or via any other channels of external marketplace distribution that currently exist or that may later exist (such as Jumia.com, Amazon.com, eBay, etc.), and that the Seller's sole means of compensation therefore is the margin as pre-determined by the seller at the time of creating the design. The Seller 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.
(b) Suvenia may use the Seller'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 Seller terminated this agreement. When reasonably possible, Suvenia will link all such depictions to the Seller's store.
(c) Title to intellectual property rights (for example, trademark, copyright, privacy rights, publicity rights, common law, etc.) to a print design provided by the Seller remain with the Seller.
(d) The Seller may terminate this agreement by removing Submitted Content via the Seller 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 Suvenia's site and service for several days following removal or termination, and if Submitted Content is being used by other Suvenia Sellers, removal may be delayed for up to two weeks to allow those Sellers 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 Suvenia to use or exploit Submitted Content in any way. Suvenia may remove Submitted Content, stores 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 Seller, and Suvenia is not liable to the Seller for such acts or their consequences, even if foreseeable and even if Suvenia is specifically advised of them in advance.
(a) The Seller 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 Suvenia interface, to a store, marketplace, or products (collectively "Submitted Content").
(b) The Seller guarantees that the Submitted Content was either created by the Seller or that the Seller 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. Suvenia may demand written evidence of such authorization at any time.
(c) The Seller guarantees that, to the best of the Seller'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 Seller guarantees that the Submitted Content does not violate any state or federal laws, especially laws regarding the protection of minors.
(e) If the Seller violates any agreement with Suvenia, violates Suvenia’s design policy (in Suvenia's sole discretion), or if third parties claim that Submitted Content infringes their rights, Suvenia reserves the right to remove or modify the store or Submitted Content to address the problem; to share the Seller's contact information with the complaining third party; to withhold margins from the Seller who uploaded the Submitted Content until the claim is resolved; and to use such margins to offset the costs of the violation or claim for infringement in Suvenia's sole discretion.
(f) If Suvenia believes, in its sole discretion, that Submitted Content is wrongfully used, obviously misappropriated, or likely to create any risk for Suvenia, then Suvenia reserves the right to remove, limit, or modify the Submitted Content or service provided to the Seller to address the perceived risk.
(g) The Seller must immediately inform Suvenia in writing if the Seller receives claims alleging that its Submitted Content infringes third-party rights.
Suvenia may require the Seller to provide certain information via the Seller Account (for example, name, mailing address, email address, payment information, etc.). Failure to provide complete, accurate, and up-to-date information in the Seller Account may result in the store or other Submitted Content not being published for end customers, the stopping of orders, and potentially the immediate cancelation of the store or other Submitted Content and the withholding of any existing margins until complete, accurate, and up-to-date information is provided.
(a) The Seller may receive a margin for sales of Suvenia products connected with the Seller's account. Margins vary depending on the settings that the Seller chooses in the Seller Account:
I (i) If the Seller uploads designs to a store, the Seller may set a fixed design price for each design. This design price may be earned in addition to other margins.
II (ii) If Suvenia makes other margin systems available later, these margin systems will continue to be governed by this agreement and may be supplemented with information found on Suvenia’s website.
(b) The Seller acknowledges that margins are only credited to the Seller’s account within 14 days after both (1) payment for the order is received and (2) the order is shipped. The Seller receives no credited margin, or may have a credit margin removed or offset in a later payment period, if (1) the end customer cancels the order, requests a refund within Suvenia’s return policies, or requests a replacement; (2) the customer’s payment method fails; or (3) there is a chargeback.
(c) Suvenia will pay the Seller the owed margins monthly according to the timing, account minimum, and other margin payment guidelines found on Suvenia’s website. Suvenia may, in its sole discretion, adjust the account minimum required for payment effective upon notice to the Seller. Depending on the payment methods the Seller chooses, certain processing fees may apply (for example, PayPal fees). If the Seller 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 Suvenia and the Seller, as long as no new agreement is made by Suvenia and the Seller within this period.
(d) The Seller is responsible for providing Suvenia with its current, valid payment details, including a valid Nigerian account number and Biometric Verification number or a Paypal account name, its full name as shown on a national identity document, and any other information Suvenia requests. The Seller is solely liable for any consequences of providing incorrect and out-of-date information. Suvenia has the option in its sole discretion to withhold payment of margins until the information described in this paragraph is provided, or to withhold a portion of earned margins necessary to comply with applicable tax laws.
(e) The Seller acknowledges that Suvenia may file certain documents with the FIRS in order to comply with applicable law. However, the Seller agrees that Suvenia 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 Seller's own income relating to these margins; and that Suvenia has no duty to maintain records for the Seller's benefit, including for the Seller's tax purposes.
(f) If the Seller 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 Suvenia asking for valid information, then the Seller waives all rights and claims to unpaid margins remaining in its account.
(a) Suvenia makes a white-label store site available to the Seller (for example, via a Suvenia.com URL), but the Seller may publish or embed the store on its own website. In that case, the store is published via an electronic reference ("link") provided by Suvenia, which the Seller embeds in his website and which refers to its store. The Seller must use the link and website generated by Suvenia without any changes. In particular, the Seller may not change Suvenia's advertisements, branding, terms and conditions, or other similar content.
(b) The Seller 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 Suvenia, any designs or interfaces implemented by Suvenia which the Seller uses or requests, or any rank or placement on search results generally (for example, as a result of search-engine optimization efforts by the Seller).
(a) Customers purchasing products are customers of Suvenia. This relationship between customers and Suvenia is independent of any possible relationships and contracts between the Seller and the customer who may visit other websites of the Seller. Thus, all customer orders, customer service, and related matters are governed solely by the rules, guidelines, and business practices of Suvenia.
(b) Suvenia is responsible for all processing and execution of orders. To that end, Suvenia creates order forms, books payments, processes cancellations and returns, and is solely responsible for customer service.
(c) Suvenia 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.
Suvenia may change the Store Administration system, store offerings, product offerings, guidelines, base product prices, general pricing, availability, business operations, and order processing at any time.
Suvenia facilitates all sales made in stores and provides the Seller with a summary of its sales statistics. Suvenia 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. Sellers may terminate by deactivating their stores in the Seller Account provided online by Suvenia. Suvenia may terminate this agreement effective immediately if the Seller 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 Seller via the email address provided in the Seller Account. Sections 3, 5, 6, 7, and 9 survive termination of this agreement.