Any person or entity registered to use the site at represent.com (“Site”) and supplying content for sale via the site (“Supplier”), agrees to and is bound by the following terms and conditions of this supplier agreement (“Supplier agreement”).
Contracting parties. By supplying designs for merchandise (“Content”) to the Site, you are contracting with Represent Holdings, LLC (t/a Represent), a company registered in CA, USA with its registered office at 1880 Century Park East, Suite 200, Los Angeles, CA 90067. Represent Holdings, LLC (t/a Represent) is referred to in these terms and conditions as “we”, “us”, “our” or “Represent”. You must be at least 14 years old to supply content for intended sale, though if you are under 18 years old then you will need to get permission from your parent or guardian before providing Content for sale via the Site.
Groups, Schools, Associations and Clubs. If you are registering with us as a group, school, association or club, only one member may register as a Supplier to upload content and, as that chosen member, you hereby warrant, represent and guarantee that you personally have the authority to represent and legally bind all members of your organisation. Please note that if you intend to trade as a business on Represent, you must comply with all applicable laws relating to business trading (including without limitation tax requirements where required).
Passwords. You agree to keep your supplier account password secure and confidential and to not allow anyone else to use your email address or password to access the Site. If you think someone else has obtained your account details, please let us know immediately and we will close your account as quickly as possible. You agree that you will be responsible to Represent and to others for all activity that occurs under your account.
Content For Sale. The Content that you provide to us to be made available for sale via the Site (your “Content For Sale” sold as “Products”) shall be subject to this Supplier Agreement. Represent reserves the right to make available or withdraw any items at any time in our sole discretion. Please note that Represent may offer individual items or bundles/collections of Content For Sale to Users.
Grant of Rights in Your Content. When you submit Content to the Site YOU HEREBY APPOINT REPRESENT AS A SELLER of that content AND GRANT TO US A WORLDWIDE LICENCE to use that design material in any media and, specifically, to make that material available for sale via the Site and via mobile phone networks and any other third-party platforms, media channels and/or distribution methods. For the avoidance of doubt, such grant includes (without limitation) a perpetual and irrevocable licence for Represent to allow end users (“Users”) to purchase and retain the Content For Sale. You further agree to waive your moral rights for the purposes of this licence. Where necessary, we reserve the right to cut, edit, crop or arrange your material as necessary for purposes related to the Site, and to remove the material at any time. Unless you have requested otherwise, your name and/or the name of your organisation may be published alongside your Content. If you do not want to grant these rights, please do not submit your content to the Site.
Withdrawal of Content. You may withdraw your campaign or any individual item of your Content on not less than thirty (30) days notice by emailing us at email@example.com and specifying the relevant items but please note that any orders manufactured using your Content before the expiration of such notice period will be charged to you at cost price. If there is a change of circumstance after delivery of an item to Represent which results in your knowledge or reasonable belief that you no longer have the rights necessary to authorise Represent to use such item(s), then you must notify us immediately – but please note that your liability for your Content will be unaffected.
Manufacture of Products. Please note that, in most circumstances, we may proceed with manufacture of Products when a minimum of fifty (50) orders for a Product have been accepted.
Originality. You warrant that all materials you submit to the Site are original and do not infringe the rights of any third party and that you have the right to grant the licences herein. You also warrant that the material is not obscene, offensive or defamatory to any person or brand or company/organisation or is otherwise illegal. We will be entitled at our discretion to remove or withdraw without warning any item(s) of content posted or transmitted to, from or via the Site which, in our opinion, is objectionable or does not comply with these terms and conditions in any way and we disclaim any liability for such removal.
“Borrowed” Materials. If you submit any material containing any graphics, text or any other material “borrowed” or copied or otherwise taken from any third party source (such as a website), you must tell us and provide full details at the time of uploading by emailing firstname.lastname@example.org.
Purchase Prices. Once posted on the Site, your Content for Sale will be available for purchase by Users for not less than the specific price selected by you for each specific item at the time of upload. You may select any price for your Content For Sale subject to a minimum purchase price equal to the applicable cost price displayed on the Site at the time you create the campaign (inclusive of sales tax, where applicable).
Proceeds. Represent shall pay you all of the Net Revenues received by Represent from purchases of your Content for Sale via the Site (“Supplier Proceeds”). For calculation of the Supplier Proceeds, the “Net Revenues” shall be the amount we receive from purchasers of your Product(s), less: sales tax (where applicable) and the cost price displayed on the site at the time you created the relevant campaign less 2.4% of this amount (for payment processing services). The suggested revenue displayed at the time of creating the campaign is the minimum you will receive from a campaign, but if you sell more than the target number of items, you will be offered a reduced cost price. All Supplier Proceeds shall be paid to you exclusive of any applicable tax. All sums payable to Suppliers shall be paid only to the Supplier’s registered bank account.
Payments. Payment of Supplier Proceeds shall be made to the bank account for which you provided details during or after your campaign in the payouts dashboard and selected as your preferred bank account. Please note that such Supplier Proceeds shall expire (and not be payable to you) if not paid out or collected by you within one (1) year after the close of the relevant campaign. You will be able to draw the funds from your Represent account to your bank account 8 days after the end of your first campaign. Once you have requested the payout for your first campaign, payouts for subsequent campaigns will be available 24 hours after the end of the campaign.
Accounting. Copies of relevant accounts of Represent (as they relate to Supplier and the terms hereof) shall be supplied on written request of not less than thirty (30) days, provided such right is not exercised more than once per year. Each statement shall be deemed accepted by you if not queried within one year. Represent shall not be required to provide any accounting or payment for any period in which less than one-hundred dollars (US$100) is payable and any sums payable but not paid shall be held over until the first period in which the accrued sums payable exceed such minimum amount.
Chargebacks. A chargeback occurs when purchasers of your Products contact their bank or credit card company directly to dispute a charge. A chargeback can happen for a variety of reasons, including unauthorized use of a financial instrument, double billing, or non-receipt of a product. Represent will pass on the cost of chargebacks to you if they happen within 90 days of the original transaction. Beyond 90 days, Represent will be responsible for the chargebacks unless:
Chargebacks will be deducted from the net amount you are able to withdraw to your chosen bank account after a successful campaign.
Payments to Groups, Schools, Associations or Clubs. You, as the registered Supplier, shall be solely responsible for any and all payments to other members of your organisation and to any other relevant beneficiaries.
Warranties. BY UPLOADING CONTENT FOR SALE, YOU WARRANT TO REPRESENT THAT:
Indemnity. You hereby indemnify Represent (together with its associated, subsidiary and affiliated companies) and shall hold us harmless from and against any and all liability, loss, damages, costs, legal costs and disbursements, professional and other expenses of any nature whatsoever incurred or suffered by it, arising by reason or in consequence of any breach by you of any of the warranties, representations and/or obligations set out above. You further agree to indemnify Represent (together with its associated, subsidiary and affiliated companies) for any loss or damage that may be incurred by Represent, including without limitation legal fees, arising from any misuse by you of any material or information obtained through the Site and/or arising in relation to any third party claim against Represent for infringement of intellectual property rights in the Content.
Disputes. If a dispute should arise between Represent and a purchaser involving an item (or items) of Content For Sale, Represent will seek to resolve such dispute as fairly and reasonably as possible. If we resolve such a dispute in the purchaser’s favour, however, we reserve the right in our sole discretion to remove funds from the relevant Supplier account to reimburse the purchaser for the cost of the item(s) or, where insufficient funds are available, directly refund the purchaser and invoice the Supplier for an amount equivalent to the sum we paid to the purchaser.
Liability. Supplier agrees that the liability of Represent to Supplier under this Supplier Agreement shall be limited to the lesser of: (1) the amount Supplier has actually paid to Represent for its products or services; and (2) one hundred dollars (US$100). Except as set out herein, Represent shall not be liable for any indirect or consequential loss of any kind in contract, tort or otherwise arising out of your use of this Site or in relation to the goods and/or services made available hereunder. Nothing in this Supplier Agreement shall operate to limit or exclude liability for death or personal injury caused by negligence of Represent.
Disclaimer. All services and contents of the Site are provided without any representations or warranties of any kind, either implied or express, to the fullest extent permitted by applicable laws. In addition, we do not represent or warrant that the Site or its contents will be free of defects, including without limitation viruses or other harmful elements, or that the Site will be up-to-date or available at any specific times or for any specified durations and certain items may become temporarily unavailable for technical or other reasons at any time.
Termination of this Supplier Agreement. You may terminate this Supplier Agreement at any time on ninety (90) days’ notice by sending an email (marked “Termination Notice”) to email@example.com. Represent may at any time terminate this Supplier Agreement if, in our sole discretion, we believe that you may have breached (or acted in a manner indicating that you do not intend to or are unable to comply with) any term herein, or if we are legally required to do so by law, or if continuation is likely to be no longer commercially viable. Termination of this Supplier Agreement will not release either party from any of its obligations hereunder which are intended to have a continuing effect.
No Partnership. Your use of the Site and/or its content creates no partnership, client, fiduciary or other professional relationship.
Entire Agreement. This Supplier Agreement constitutes the entire agreement between the parties on the subject matter hereof. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Supplier Agreement.
Further Assurance. You hereby agree at the request of Represent to execute all such further documents and do all such further acts as Represent may require in order to evidence the rights contemplated herein.
Severance. If any part, term, or provision of this Supplier Agreement shall be held by a court of competent jurisdiction to be illegal, unenforceable, or in conflict with any relevant law, the remaining portions or provisions shall still remain valid and continue in full force and effect.
No Waiver. No waiver, express or implied, by either party of any term or condition or of any breach by the other of any of the provisions of this Supplier Agreement shall operate as a waiver of any breach of the same or any other provision of this Supplier Agreement.
No Assignment. This Supplier Agreement is non-assignable by the Supplier who shall not delegate the performance of his or her obligations to any other person or entity without the prior written consent of Represent.
Variation. This Supplier Agreement may be varied from time to time by our posting new terms on the Site, and any such amendment will be applicable to you from the date and time such revised terms have been posted on the Site. Your continued use of the services provided by Represent constitutes agreement with and acceptance of any such amendment or other changes.
Intellectual Property Infringement. Please take carefully note of the DMCA compliance policy at DMCA NOTICES. Your account will be terminated if, in our reasonable opinion, you are determined to be a repeat infringer (or otherwise have been the subject of more than one valid copyright notice or other Take Down request which has not been successfully rebutted).
Law and Jurisdiction. This Agreement shall be governed by and will be construed in accordance with the laws of the State of New York. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the Courts of the State of New York.