NEATOPOD PRINTING FULFILLMENT AND DROP SHIP PROGRAM AGREEMENT
This NeatoPOD Printing Fulfillment and Drop Ship Program Agreement ("Agreement") contains the terms and conditions that govern your participation in our printing fulfillment and drop ship program.
"NeatoPOD", "Neatorama", and us/our mean Neatorama, Inc. "User" means you, the applicant to this program or as legal authorized representative of a group.
By uploading your artwork, you are affirming that you understand and agree to the following terms and conditions.
1. TERM
This Agreement is effective on the date that User registers an account at NeatoPOD.com and continues until terminated in writing by User or Neatorama.
2. OWNERSHIP
User retains all right and title to the artwork at all times.
3. LICENSE TO USE ARTWORK
User grants Neatorama worldwide, non-exclusive license:
a) to produce, print and ship User artwork per User's direction or order
b) to modify, adapt, change or otherwise User's artwork (e.g. to change the color or size for printing)
4. DROP SHIP ORDER
User sells their artwork on their own site (or on marketplaces such as Etsy and eBay) directly to customers. After the customer places an order, User place a drop ship order for Neatorama to print and fulfill the order by directly shipping the order to the customer.
The prices for the NeatoPOD Printing Fulfillment and Drop Ship Program are outlined on NeatoPOD.com. User is responsible for determining the final sale price (including shipping and handling costs) to his or her customer. Neatorama makes no guarantee that the User will make any profit in selling directly to customers.
5. DROP SHIP CREDIT
To place a drop ship order, User must first purchase Drop Ship Credit using either credit card or Paypal. The amount of each order will be deducted from the Drop Ship Credit amount's balance. If the amount of the order is larger than the available balance, then User will be prompted to reload the balance prior to placing the order.
Drop Ship Credit is non-refundable but does not expire.
6. DROP SHIP SHIPPING AND HANDLING FEES AND PROCESSING TIME
The shipping and handling fee for each drop ship order is calculated by weight and destination of the order, as well as the service level and courier selected (i.e. standard shipping costs less but it is slower than expedited shipping).
User is responsible for the accuracy of the shipping information as well as package loss, regardless of tracking availability.
Neatorama will process and ship drop ship orders within the processing time displayed during the time of order, with possible delays. Neatorama will alert Users if undue delay is warranted due to printing volume and inventory levels.
7. REFERRAL PROGRAM
NeatoPOD.com has a referral program that lets User refer others to use our service. If that referred person joined, User will get Drop Ship Credit for every garment the referred person orders for a set period. The amount of credit and the referral period is outlined in NeatoPOD.com.
The credit earned in the referral program is not convertible to cash but does not expire.
8. REFUND AND EXCHANGE POLICY
All drop ship orders are final. Neatorama will provide refund and exchange only on printing errors.
9. REPRESENTATIONS AND WARRANTIES
User represents and warrants that:
a) User has the full right and power to enter into and perform this Agreement and grant Neatorama all rights to print and process User's artwork as outlined above.
b) User has obtained all necessary third-party consent, rights, licenses and permission (including, but not limited to, consents and permissions from owners of any elements that are used in User's artwork).
c) User's artwork does not and will not infringe on any rights of any third party, including any trademark, copyright, patent, trade secret, right of privacy or publicity or moral rights of any third party.
d) All information that User has provided is true and complete
e) User's artwork does not and will not violate any law, statute, ordinance or regulation.
f) If User or any member of User's group is a minor, User hereby warrants that User has the legal right to execute this Agreement on behalf of the minor User and guarantee that such person's performance of the terms to this Agreement.
These warranties shall survive any termination of this Agreement.
10. TERMINATION
Neatorama or User may terminate this Agreement in writing at anytime with or without cause. Upon termination of this Agreement for any reason, Neatorama will fulfill orders of User artwork placed before the termination of the Agreement.
11. INDEMNITY
User agrees to indemnify, defend and hold Neatorama, our subsidiary and affiliated entities, our officers, directors, employees, agents, and representatives harmless from and against any and all claims, damages, losses, liabilities, costs (including legal fees) or other expenses that arise directly or indirectly out of or from:
a) User's use of Neatorama and NeatoPOD Site(s).
b) User breach of any clause of this Agreement.
c) any allegation that any materials you submit or transmit to us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party.
12. LIMITATION OF LIABILITY
Neatorama is not liable for indirect, special or consequential damages (or any loss of revenue, profits or data) arising in connection with this Agreement, even if we have been advised of the possibility of such damages. Further, our aggregate liability with respect to this Agreement and the NeatoPOD Printing Fulfillment and Drop Ship Program will not exceed the Drop Ship Order total under this Agreement.
13. DISCLAIMER
Neatorama makes no express or implied warranties or representations with respect to the NeatoPOD Printing Fulfillment and Drop Ship Program or any products sold through the NeatoPOD Printing Fulfillment and Drop Ship Program including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing or trade usage. In addition, Neatorama makes no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
14. NO LIABILITY FOR THIRD PARTY USE
Neatorama disclaims all responsibility and liability for any third-party use of User's artwork and other materials made available on our website(s) pursuant to the terms of this Agreement. User shall be solely responsible for seeking relief for any unauthorized use of User's artwork and other materials by a third-party, and not from Neatorama. User will not hold Neatorama responsible or liable for such unauthorized use.
15. RELATIONSHIP OF PARTIES
Neatorama and User are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the two parties. Neither Neatorama nor the Users shall have any authority to assume or create any obligation or liability, either express or implied, on behalf of the other.
16. ASSIGNMENT
User may not assign or transfer this Agreement or any interest herein, nor shall the same be assignable by operation of law, without Neatorama's prior written consent.
17. MODIFICATIONS
Neatorama may modify any of the terms and conditions in this Agreement at any time and in our sole discretion by posting the revised Agreement.
18. ENTIRE AGREEMENT
The provisions contained in this Agreement constitute the entire agreement between the parties with respect to the subject matter of this agreement, and no statement or inducement with respect to such subject matter by any party which is not contained in this agreement shall be valid or binding between the parties.
19. SEVERABILITY
If any provision of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
20. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the Laws of the State of Oregon.
21. ARBITRATION
The parties agree that any claim or dispute between them shall be resolved by binding arbitration in the State of Oregon in the City of Tualatin.