User AgreementAll visitors (“user”, “you”, “your”) to the Pod Hut website at www.podhut.com (“the website”) are entering a binding legal agreement on the following terms (the “agreement”) when using the website. The agreement is between the user and either or both of Pod Hut LLC or Pod Hut Inc. and use of this website indicates continued acceptance of this agreement.
EligibilityOur services are available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. Our services are not available to persons under 16 years of age.
Amendment to this agreementWe may amend the terms of this agreement from time to time, and we will let you know about these changes either by sending you an email to the email address you have registered with Pod Hut or by displaying information about the changes on our home page, or both. Either way, your continuing use of the website will be taken to be acceptance of the new terms.
Our servicePod Hut provides a range of services (the “Pod Hut service”) which, amongst other things, enable you to publish, sell, discuss and purchase art; interact with other members; and receive the benefits of Pod Hut’s facilitation of product fulfilment, including payment processing, customer services, third party product manufacturing. In addition, Pod Hut will arrange for the deliver of the physical product to your customer. The digital content on the website (“your content”) may be information, text, data, graphics,images, photographs, sound, video, music or any other material posted online by users. Any content that you upload into the portfolio section of your account is described as your “art”.Your art may be viewed by all users of the website once you elect to publish it. You may order a physical product based on your own art or you may offer your art for sale as part of the sale of a physical product. If you or a customer decide to place an order, then Pod Hut will forward your instructions to third parties who will manufacture and ship the physical product in the form specified by you or the customer (“the product”).
PasswordsYou are responsible for actions made on the website using your password, including any products purchased or sold and any content displayed or messages sent, even if these actions were not approved or contemplated by you. You are solely responsible for any loss caused by any use of your password by you, or any other person. You agree that you will not disclose your password to any other person and you will not keep your password where it can be copied or used by anyone other than you. If you suspect someone else knows your password, you must change it immediately.
Putting content on the Pod Hut siteYou keep the copyright in any content you submit or upload to the website. In order to receive the Pod Hut services you grant Pod Hut a non-exclusive royalty free license to use and archive the content in accordance with or as reasonably contemplated by this agreement. When you submit or upload content on the website you represent and warrant that:
- you own all copyright in the content, or if you are not the owner, that you have permission to use the content, and that you have all of the rights required to display, reproduce and sell the content;
- the content you upload will not infringe the intellectual property rights or other rights of any person or entity, including copyright, moral rights, trade mark, patent or rights of privacy or publicity;
- your use of the website will comply with all applicable law, rules and regulations;
- the content does not contain material that defames or vilifies any person, people, races, religion or religious group and is not obscene, pornographic, indecent, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory or otherwise objectionable;
- the content does not include malicious code, including but not limited to viruses, trojan horses, worms, time bombs, cancelbots, or any other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data, or personal information; and
- the content is not misleading and deceptive and does not offer or disseminate fraudulent goods, services, schemes, or promotions.
Offering your art for sale on a physical productAny member may offer their art for sale on a physical product on the website by appointing Pod Hut to facilitate the transaction on the terms set out in the Services Agreement in Appendix A. By agreeing to the terms of this user agreement you expressly agree to the terms of the Services Agreement in Appendix A, which will apply from the date on which you offer your first art for sale on a physical product and your continued use of the website will constitute ongoing agreement to the terms therein as updated from time to time.
Purchasing a Product on Pod HutUsers can purchase products on the Pod Hut website using a valid credit card or the PayPal system. You do not have to be a member to purchase a product. The price you pay is fixed at the time of ordering. You may not cancel an order once it has been submitted. It is the customer’s responsibility to ensure the product delivery address is correct. Pod Hut takes no responsibility for any product a customer does not receive because of errors in the delivery address given to us. We do not warrant, endorse, make representations about or recommend any content or art offered or provided by any member.
Paying you after your product is soldPayment terms are explained in the Services Agreement.
DeliveryDelivery will be facilitated pursuant to the customer’s instructions by postal or courier service and will be paid for by the customer at the price indicated at the time of purchase. Pod Hut will charge shipping charges to the customer which will vary depending upon the size and price of the product.
Damaged GoodsIf a product is delivered to a customer, whether in electronic or printed format, that is electronically or physically damaged in some way (for example, a file does not download, a framed print has cracked, or there are loose or torn pages in a book) Pod Hut will happily contact the manufacturer or seller to issue a replacement copy of the product after receiving reasonable proof of that damage. If you receive a damaged product, then you must email Pod Hut customer service within 14 days of receipt to tell us about the nature of the damage and to arrange for a new product to be sent to you at no cost to you. We may require you to return the product as a condition to arranging for a new product or other remedy. You will bear the direct cost of returning the product. In addition to the damaged goods policy described above, Pod Hut may in its discretion offer other remedies for customers who wish to return products. Any such remedies will be published in the Help Centre section of the Pod Hut website. Please be aware that publishing to the website is creator-controlled and we do not screen all of the content on our website. It is the customer’s responsibility to verify the quality of the content (including but not limited to misspelled words, grammatical errors, formatting, design or overall appearance) before ordering a product. This damaged goods policy does not apply to content, only to the physical product.
Excess InventoryYou grant Pod Hut permission to dispose of any inventory that becomes excess as a result of refund, reprint, fraud, product sampling or promotional activities, in any manner we see fit.
Reporting inappropriate content to Pod HutPod Hut does not manually screen content before it is displayed on the website so occasionally members may inadvertently or deliberately submit and display content that breaches this agreement. Inappropriate content includes, but is not limited to, content that infringes the copyright or other intellectual property rights of any person or company, or that defames or vilifies any person, people, races, religion or religious group, is obscene, pornographic, indecent, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory or otherwise objectionable. Pod Hut reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content. Please help us by letting us know straight away about any inappropriate, or potentially inappropriate, content you see on the website. You can do this by clicking the “Inappropriate Content” link that will be displayed beside each piece of art. If you believe your copyright or other intellectual property rights are being infringed, you are able to make a formal complaint by using the processes described in our policy here
Specific warningsYou must ensure that your access to this website and the Pod Hut service is not illegal or prohibited by laws that apply to you. You must take your own precautions to ensure that the process that you employ for accessing this website and the Pod Hut service does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage own computer system. We do not accept responsibility for any interference or damage to any computer system that arises in connection with your use of this website or any linked website. We do not accept liability for any losses arising directly or indirectly from a failure to provide the Pod Hut service, corruption to or loss of data, errors or interruptions, any suspension or discontinuance of the Pod Hut service, or any transmissions by others in contravention of the registered members’ obligations as set out in this agreement. You acknowledge that we may not be able to confirm the identity of other registered members or prevent them acting under false pretenses or in a manner that infringes the rights of any person.
Intellectual Property Rights and licenseBy submitting listings to Pod Hut, you grant Pod Hut a non-exclusive, worldwide, royalty-free, sublicense able and transferable license to use, reproduce, distribute, prepare derivative works of and display the content of such listings in connection with Pod Hut’s (and its successors’ and affiliates’) services and business in facilitating the sale of your product, including without limitation for promoting and redistributing part or all of the Pod Hut site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Pod Hut site a non-exclusive license to access your content through the site, and to use, reproduce, distribute, and display such content as permitted through the functionality of the site and under this User Agreement. The above licenses terminate within a commercially reasonable time after you remove or delete your listings from the Pod Hut site. The above licenses granted by you in user comments you submit, are perpetual and irrevocable. All intellectual property rights in this website and the Pod Hut service (including the software and systems underlying the Pod Hut service, and text, graphics, logos, icons, sound recordings and software) are owned by or licensed to us. Other than for the purposes of, and subject to the conditions prescribed under relevant Copyright and Trade Mark legislation throughout the world, and except as expressly authorized by this agreement, you may not in any form or by any means:
- use, adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from any part of this website; or
- commercialize any information, products or services obtained from any part of this website,
ReviewsThis website incorporates a user review tool that enables you to review the services provided by Pod Hut, or review your art or your products offered for sale. This review tool is the intellectual property of a company called ‘Yotpo’ (not Pod Hut). If you use the Yotpo Review Tool then you agree to be bound by the Yotpo terms of service applying to ‘End Users’ located at www.yotpo.com/terms-of-service Without limiting the Yotpo terms of service referred to above, you agree the following in relation to use of the Yotpo Review Tool:
- you may only use the Review Tool for your own personal use (i.e. non-commercial use);
- you acknowledge that the Review Tool is Yotpo’s intellectual property – not yours;
- in respect of any reviews or other content you contribute through your use of the Review Tool, you grant Yotpo and Pod Hut the perpetual right to use that content;
- if the concept of ‘moral rights’ (or analogous rights) in relation to content applies in your country, then you agree to waive those rights, to the extent permitted by local laws;
- you provide your explicit consent to receive post-sale emails sent by Pod Hut (via Yotpo), containing reminders to submit service reviews to the Review Tool and containing recommendations and links to third party goods and/or services, as required by applicable law; and
Linked websitesThis website may contain links to other websites (“linked websites”). Those links are provided for convenience only and may not remain current or be maintained. We are not responsible for the content or privacy practices associated with linked websites. Our links with linked websites should not be construed as an endorsement, approval or recommendation by us of the owners or operators of those linked websites, or of any information, graphics, materials, products or services referred to or contained on those linked websites, unless and to the extent stipulated to the contrary.
DisclaimerWe do not represent or guarantee that the Pod Hut service or this website, or any other website that is accessible using a hyperlink from this website will be free from errors or viruses. We do not represent or guarantee that access to the Pod Hut service or these websites will be uninterrupted. You acknowledge that the Pod Hut service or this website may be affected by outages, faults or delays. Such outages, faults or delays may be caused by factors, including technical difficulties with the performance or operation of our or another person’s software, equipment or systems, traffic or technical difficulties with the Internet or infrastructure failures. We do not warrant that any members’ uploads to this website will be protected against loss, or misuse or alteration by third parties. We do not warrant that all uploaded content will be available on our website. If we elect in our sole discretion to make available content on our website, we do not warrant that it will be available within a certain time frame. We do not accept responsibility for any loss or damage, however caused (including through negligence), that you may directly or indirectly suffer in connection with your use of this website or any linked website, nor do we accept any responsibility for any such loss arising out of your use of or reliance on information contained on or accessed through this website. To the extent permitted by law, any condition or warranty that would otherwise be implied into these terms and conditions is hereby excluded. Where legislation implies any condition or warranty, and that legislation prohibits us from excluding or modifying the application of, or our liability under, any such condition or warranty, that condition or warranty will be deemed included but our liability will be limited for a breach of that condition or warranty to one or more of the following, which we may offer as a gesture of goodwill:
- if the breach relates to goods:
- the replacement of the goods or the supply of equivalent goods;
- the repair of such goods;
- the payment of the cost of replacing the goods or of acquiring equivalent goods; or
- the payment of the cost of having the goods repaired; and
- if the breach relates to services:
- the supplying of the services again; or
- the payment of the cost of having the services supplied again
IndemnityYou agree to indemnify, defend and hold us, our officers, directors, employees, agents and representatives harmless, as well as, all third parties printing, manufacturing and/or otherwise fulfilling the products you are selling via the website, their officers, directors, employees, agents and representatives harmless, from and against any and all claims, damages, losses, liabilities, costs (including reasonable legal fees) or other expenses that arise directly or indirectly out of or from:
- your breach of any clause of this agreement;
- any allegation that any materials that you submit to us or transmit to the website infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or
- your activities in connection with the website.
Security of informationNo data transmission over the Internet can be guaranteed as totally secure. We strive to protect such information, however we do not warrant and cannot ensure the security of any information that you transmit to us. Accordingly, any information that you transmit to us is transmitted at your own risk.
Termination of accessAccess to this website may be terminated at any time by us without notice. Our disclaimer will nevertheless survive any such termination.
Dispute ResolutionThis User Agreement and all disputes relating to this User Agreement, or relating to your use of any part of the Pod Hut service, will be exclusively resolved under confidential binding arbitration held in San Francisco, California. All disputes will be resolved in accordance with the Rules of JAMS, applying California law, without regard to conflicts of law principles. You and Pod Hut agree to submit to the personal and exclusive jurisdiction of the Federal and California State courts in San Francisco County for purposes of enforcing any arbitration award. Notwithstanding the foregoing, Pod Hut may seek injunctive or other equitable relief, from a court of competent jurisdiction. You and Pod Hut agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. You and Pod Hut agree that any cause of action arising out of or related to the Pod Hut site (including but not limited to any services provided or made available therein) or this Agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. If you have a dispute with one or more users or sellers, you release Pod Hut (and Pod Hut’s officers, directors, agents, subsidiaries, joint ventures and employees) from claims demands and damages (actual and consequential) of every kind of nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code Section 1542 which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor”.
GeneralWe accept no liability for any failure to comply with this agreement where such failure is due to circumstances beyond our reasonable control. If we waive any rights available to us under this agreement on one occasion, this does not mean that those rights will automatically be waived on any other occasion. If any of the terms of this agreement are held to be invalid, unenforceable or illegal for any reason, the remaining terms and conditions shall nevertheless continue in full force. You may close your account at any time by logging into your account, clicking on the hyperlink titled ‘Cancel Account’, which appears at the following address: https://podhut.com/account/settings, and by clicking on the button titled ‘Yes, I’m serious – really, really cancel my account’ that appears on the subsequent web page. This service may contain translations powered by Google. Google disclaims all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties of merchantability, fitness for a particular purpose and noninfringement.
APPENDIX A – Services AgreementYou wish to use Pod Hut’s services to facilitate marketing and sale of your art on a physical product and to arrange for manufacture of the physical product (“your product”) once an order has been made through www.podhut.com (“the website”). Pod Hut will provide these services on the terms set out in this Services Agreement. Additionally, Pod Hut will provide for delivery of such products to the customer.
1. Services1.1 Pod Hut, acting as independent contractor under your instructions in relation to the performance of marketplace services, will market to and obtain orders from customers for the purchase of your products over the website and on instruction from you. Pod Hut will arrange for third parties to fulfil those orders by facilitating payment for and manufacture of your products (“Services”). Pod Hut will then arrange for the delivery of your products as per the customer’s instructions. Whilst Pod Hut’s capacity is one of independent contractor in relation to the Services, it acts your agent specifically in relation to the sales transaction between you and the customer who buys your product – see further clause 5.2 below. 1.2 Pod Hut will provide the Services pursuant to this agreement until termination in accordance with its terms. 1.3 You agree that Pod Hut is free to act in any capacity for any other person interested in promoting, marketing and obtaining orders from members of the public for the purchase of their arts over the website, including any art that is the same as, or similar to, your products.
2. License and standing instructions2.1 You grant Pod Hut a non-exclusive royalty free license to use your intellectual property relating to your products for the purpose of enabling us to carry out the Services. 2.2 You hereby instruct Pod Hut to facilitate the sale of your product which includes payment, processing and arranging for manufacturing your product (s) in respect of the orders placed by the customers via the website and Pod Hut will facilitate such payment, and manufacturing in accordance with reasonable business practices unless you otherwise instruct prior to the placement of that order by a customer.
3. Sale of your products3.1 The retail price charged to customers who purchase your product is made up of the manufacturing fee charged by the third party manufacturer, Pod Hut’s fee for hosting the marketplace and facilitating the transaction (the manufacturing fee and Pod Hut’s fee are referred to collectively, and inclusive of tax, as the “base amount”), your creator margin (“your margin”), and any relevant sales tax (such as Sales Tax, GST, VAT, etc) that Pod Hut and / or you (as the case may be) are liable to account for to the appropriate tax authorities. Shipping charges will also be added to the retail price. When making each individual work available for sale you are able to select any percentage mark-up you wish, greater than or equal to zero, above the base amount but below the automated upper limit (subject to change from time to time). The percentage mark-up selected by you on the website for each of your products is used to calculate the dollar value of your margin for each sale. 3.2 You may change the percentage mark-up on top of the base amount at any time by changing your selection on the website. We may change the base amount at any time without specific notice to you and this will affect the dollar value of your margin, which is calculated as a percentage of the base amount (e.g. if we increase our base amount, your margin will also increase). The retail price will not change on an individual sale after a customer has submitted an order to the website. 3.3 Pod Hut will send you an email to the email address you registered in your account to notify you when an order has been placed for your products. 3.4 You agree that Pod Hut makes no representation that it will be able to procure an order for your products, whether at the retail price or at all, nor that you will obtain any benefit by entering into this Services Agreement. 3.5 All items purchased from the website are manufactured pursuant to arrangements with third party suppliers under your instructions. This means that title and risk for loss for such items pass from you to the customer/purchaser without passing through us prior to the goods being delivered to the customer under the customer’s instructions.
4. Payment terms4.1 You authorize Pod Hut to collect, hold and distribute the retail price (“sale proceeds”) from customers on the terms set out in this clause 4. Pod Hut will also charge the customer for the shipping which will be retained by us and not affect the amount to be distributed to you. 4.2 You authorize Pod Hut to deduct the base amount (which includes Pod Hut’s margin for facilitation services, including tax where applicable) from the sales proceeds for your products before distributing your margin (which will include tax where applicable). 4.3 We will pay your margin in accordance with the payment method you select on the website. This will usually take place between the 15th and 20th days of the month. 4.4 We may set payment amount threshold amounts in relation to a month or other time period – and where the payment amount does not exceed any applicable threshold for the relevant period, Pod Hut may elect to postpone your payment until the threshold is exceeded. 4.5 It is your responsibility to ensure Pod Hut has current details of your postal address and bank account details. Pod Hut will not be liable for any loss suffered by you if you provide us with incorrect details in relation to the payment method. If we are unable to pay you because you have given us incorrect details or your details are out of date, we will hold your margin for up to 12 months from the payment date. If you have not notified Pod Hut of any amendment to the payment method details in that time your margin proceeds will be forfeited to Pod Hut or donated to a charity of our choice.
5. Taxation responsibility5.1 Except as required otherwise by applicable Federal or State Taxation Laws or Regulations:
- (a) Each party is responsible for their own taxes associated with each transaction and will account for any taxes imposed by governments or governing authorities, and related accounting or audit requirements arising out of, as a result of, incidental to, or in connection with obligations under this Services Agreement. We recommend that you consult with your tax advisor as to the application of taxes for you, as the seller of the merchandise. This may include Sales Tax, VAT, GST and other transactional taxes;
- (b) Pod Hut will not collect or pay taxes on your behalf as Pod Hut is merely acting as an agent in facilitating the sale of your product to the customers. As stated in clause 4.2 of this Agreement, the amounts distributed to you will be deemed to be inclusive of any taxes, if applicable. You will at all times be solely responsible for reporting and remitting any tax liabilities arising out of the sale of your products together with any potential interest or penalties that any tax authority may levy as a result of non-compliance. If you are registered for VAT in the EU, Pod Hut may, upon your request, provide you with a VAT invoice for any charges levied by us; and
- (c) all tax-related reporting responsibilities by you to relevant tax authorities are entirely your responsibility.