This Service Agreement (the “Agreement”) apply to and govern the use of SHUFFF+ (the “Service”).
- Your relationship with Shufff
This Agreement is between Shufff Fashion Solutions Ltd. a company registered under the laws of the State of Israel (“Shufff”) and you, the party identified during the setup process (also referred to as the “Designer”)
- Accepting the Agreement
Please read this Agreement carefully. You will be deemed to have agreed to it when you register to the Service. Do not use the Service if you do not agree to this Agreement in its entirety. References to “you” or the “Designer” in this Agreement includes the legal entity on whose behalf you are acting (if you are acting on behalf of such an entity rather than in your individual capacity), and you represent that you have the authority to accept this Agreement on that entity’s behalf.
- About the Service
Shufff has developed and is the owner of a proprietary on-demand manufacturing and fulfillment platform for fashion garments (the “Platform”). The Platform interfaces with your e-commerce website (the “E-Shop”) through our designated Application Programming Interface (“API”). After you upload Platform-supported garments to your E-Shop and sync them with the Platform, and an E-Shop customer (a “Customer”) makes an online order through your E-Shop (an “Order”), the Platform submits the production order to a pre-selected manufacturer to be produced and shipped directly to the Customer – all subject to the terms of this Agreement.
- Setup process
Once registered with us, in order to use the Service, you will first be required to properly complete our setup process (“Setup”), in accordance with the forms and procedures we will provide you . The Setup process can be repeated for additional designs you wish to add to your E-Shop offerings throughout the term of this Agreement. As part of the Setup and throughout the course of this Agreement, you will provide us certain graphics, designs, prototypes, logos, labels, etc. (“Designer-Provided Materials”), in order for us to be able to perform the Service and fulfill Orders. If you fail to provide us the required Designer-Provided Materials, we will be excused from the performance of the Service, to the extent that such performance is frustrated from your failure. You retain all rights in your Designer-Provided Materials. Shufff claims no ownership rights to your Designer-Provided Materials. By providing us Designer-Provided Materials, you grant a worldwide, revocable, non-exclusive, non-transferable license, to us and other in the tiers of the manufacturing and shipping chain, to use your Designer-Provided Materials as necessary to perform the Service. You also grant us a perpetual, irrevocable, worldwide, non-exclusive, non-transferable license to photograph products manufactured based on your Designer-Provided Materials and to use such photographs on our website and in email and newsletter publications, without identifying you as the designer of the photographed products. You represent and undertake that: a. The Designer-Provided Materials do not infringe any third-party intellectual property rights, including copyright, trademark, patent, and trade secrets, or other proprietary rights, including rights of publicity or privacy; and b. Providing Shufff the Designer-Provided Materials for the purpose contemplated by this Agreement do not and will not infringe any third-party intellectual property rights, including copyright, trademark, patent, and trade secrets, or other proprietary rights, including rights of publicity or privacy.
- Using of the Platform and the Service; Restrictions and obligations on use
Subject to the terms of this Agreement, you may access and use the Service and the Platform (including the API), strictly for your own business purposes. You shall generally engage in good faith cooperation reasonably necessary to enable Shufff to provide and perform the Platform and Service. You may not modify, make derivative works of, disassemble, de-compile or reverse engineer any part of the Platform, or otherwise attempt to discover its underlying code, structure, implementation or algorithms. You may not use the Platform or Service in order to develop, or create, or permit others to develop or create, a service similar or competitive with the Platform and the Service. DESIGNER MAY NOT USE THE PLATFORM AND SERVICE FOR ANY ACTIVITY THAT CONSTITUTES, OR ENCOURAGES CONDUCT THAT WOULD CONSTITUTE, A CRIMINAL OFFENSE, GIVE RISE TO CIVIL LIABILITY OR OTHERWISE VIOLATE ANY APPLICABLE LAW. Designer assumes sole and exclusive responsibility for all acts or omissions, that the Designer or others on its behalf engage in, with respect to the Service. Designer shall notify Shufff immediately of any unauthorized use or fraudulent action with connection to the Platform or the Service, of which Designer becomes aware. Designer acknowledges that Shufff may, upon notice to the Designer, suspend the operation of the Platform, for periodic maintenance purposes.
- Contact with Customers; Fulfillment of Orders; Returns; Refunds
As a general rule, you are required to handle customer service with your Customers, and be your Customer’s point of contact on all Order-related matters, to the greatest extent possible. Please refer to our Questions and Answers page for information on production and delivery times, shipping services, custom fees, returns and refunds. The information provided there on these issues is incorporated by reference and forms a part of this Agreement. Shufff will use its commercial efforts to have the Orders fulfilled and delivered to Customers without defects or delays and to the Customer's satisfaction. However, as the Service relies on third party service providers and technology systems, Shufff does not guarantee that the performance of the Service will be error or or defect-free, or that all features within the Platform and/or the API will always be available, free from errors or omissions, malfunctions, bugs or failures, including, but not limited to, hardware failures, software failures and communication failures. It is hereby agreed by both Parties, that such incidents will not be considered a breach of this Agreement. In any event that an Order is suspended while it is handled by the Service, Shufff will contact you, advise of the reason the Order was suspended, and seek your further instructions.
In consideration of the rights granted to you under this Agreement, you will pay all applicable Fees, in accordance with the levels, revenue-shares, schemes, amounts and payment terms separately described to you in writing by Shufff. Designer will be charged through the payment methods Shufff determines from time to time, as separately described to you. All Fees payable pursuant to this Agreement are exclusive of taxes or other governmental charges, wire fees, or transaction charges. The Designer is responsible for the payment of all such applicable taxes or charges and will remit grossed-up payments, to include all such taxes, fees and transaction charges. In the event that Designer is legally obligated to collect or deduct taxes, they are entitled to fully invoice the Designer for the corresponding tax. As soon as possible following a request by Designer, the Designer will provide the taxation documentation necessary for processing the Fees. As a general rule, all Fees are non-refundable. Without derogating from any other rights and remedies available to Shufff under the applicable law, Fees overdue for more than thirty (30) days will accrue interest at the rate of one-quarter of one percent (0.25%) per month or part thereof, compounded monthly on the linked capital from the due date until the date of actual payment. The Designer agrees to reimburse for all legal costs and attorney fees Shufff incurs in the course of collecting overdue Fees. Failure to settle any overdue fee within sixty (60) calendar days of its original due date will constitute a material breach of the Agreement. If you fail to settle overdue subscription Fees within sixty (60) calendar days of their original due date, we may suspend the provision of the Service to you until you settle the overdue Fees. The Designer may not withhold or set-off any payment from any Fees due to Shufff.
- Intellectual Property of the Platform
The Platform and the API are proprietary products of Shufff or its licensors, protected under copyright laws and international copyright treaties, patent law, trade secret law and other intellectual property rights of general applicability. All rights, title and interest, including copyrights, trademarks, trade names, trade secrets and other intellectual property rights, and any goodwill associated therewith, in and to the Platform and the API and any part thereof, including computer code, graphic design, layout and the user interfaces of the Platform, and all derivatives, improvements and variations thereof, whether or not based on or resulting from Feedback, are and will remain at all times, exclusively owned by, or licensed, to Shufff. Other than the limited use rights expressly granted herein, no other right, title, interest or license in or to any of the foregoing elements regarding the Platform, are granted, sold, transferred, assigned or shared with the Designer.
- Confidentiality; Privacy
c. If Shufff is required or reasonably believes it is required, by law, to share or disclose the Customer information, provided that, to the extent legally permitted, Shufff will give the Designer prompt notice of the requirement prior to such disclosure. Shufff will use and process Customer information only for the purposes set out above and will only share Customer information with its suppliers and vendors (for instance, manufacturing and shipping providers), for those purposes. Designer represents that: a. It has obtained all consent and permissions necessary under applicable law in order to lawfully collect, process and share the Customer information with Shufff and Shufff’s providers, for the purposes set out above; and b. Its sharing of Customer information with Shufff and Shufff’s providers, for the purposes set out above does not violate applicable privacy and data protection laws. Subject to the foregoing, Shufff will take precautions to maintain the confidentiality of the Customer information and the Designer-Provided Materials, in a manner no less protective than Shufff uses to protect its own assets, but in no event less than reasonable care. Shufff and its affiliates in the Shufff corporate group will not use or disclose Customer information and the Designer-Provided Materials except as described in this Agreement or otherwise subject to the express, prior, written permission of the Designer. Personnel of Shufff and Shufff's service providers, may have access to Customer information and the Designer-Provided Materials on a strict 'need to know' basis, subject to the terms herein. Designer acknowledges that all technical and non-technical information and materials regarding the Platform or the Service, as well the details of this engagement and its performance, all constitute proprietary confidential information of Shufff. The Designer will treat all such information as confidential in a manner no less protective than it uses to protect its own similar assets, but in no event less than reasonable care. The Designer will not disclose such information, or have them disclosed, directly or indirectly to any third party without Shufff’s prior written consent.
- Term and termination
Either Party may terminate this Agreement, for any reason, upon sending the other party a 30-day prior written notice. Either party may terminate this Agreement: a. immediately upon written notice to the other party, if the other party materially breaches or fails to perform any material term hereof or fails to perform any material term hereof; b. upon a fifteen (15) day, prior, written notice of breach, to the other party, if the other party non-materially breaches this Agreement, and failed to cure the breach, within the prior notice period. Upon termination of this Agreement for any reason whatsoever, the Designer must cease any and all use of the Platform and the API. In the event that this Agreement is terminated, orders placed prior to the effective date of termination of this Agreement will be fulfilled pursuant to the terms of this Agreement. Termination of this Agreement by Shufff will be, in addition to, and not in lieu of, any equitable or other remedies available to the aggrieved Party. Any provision of this Agreement, that by its nature ought to survive the termination of this Agreement, including sections 9, 10, 13, 14 – 16 will so survive and continue to bind in full force and effect following such termination.
- Disclaimer of Warranty
THE PLATFORM AND THE SERVICE ARE PROVIDED TO THE DESIGNER “AS IS”. SHUFFF DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE PLATFORM, THE SERVICE, THE PRODUCTS, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, COMPLETENESS OR CORRECTNESS OF THE PRODUCTS, EXPECTED BUSINESS OR INCOME. WITHOUT LIMITING THE FOREGOING, SHUFFF SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES THAT THE PLATFORM, THE SERVICE, OR THE PRODUCTS WILL MEET THE DESIGNER’S OR CUSTOMERS' REQUIREMENTS OR FULFILL ITS NEEDS. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING STATEMENTS REGARDING CAPACITY OR SUITABILITY FOR USE OR PERFORMANCE OF THE PLATFORM OR THE SERVICE, WHETHER MADE BY SHUFFF’S EMPLOYEES OR OTHERWISE, SHALL BE DEEMED TO BE A WARRANTY BY SHUFFF FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF SHUFFF WHATSOEVER.
- LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHUFFF AND ITS AFFILIATES CORPORATE GROUP COMPANIES, INCLUDING THEIR EMPLOYEES, DIRECTORS, SHAREHOLDERS, ADVISORS, AND ANYONE ACTING ON THEIR BEHALF, WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, STATUTORY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGE OR LOSS (INCLUDING LOSS OF PROFIT AND LOSS OF DATA), COSTS, EXPENSES AND PAYMENTS, EITHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR IN ANY OTHER FORM OR THEORY OF LIABILITY, ARISING FROM, OR IN CONNECTION, WITH THIS AGREEMENT, THE PLATFORM, THE SERVICE OR THE PRODUCTS, INCLUDING ANY USE OF, OR THE INABILITY TO USE THE PLATFORM; ANY DAMAGE TO THE PRODUCTS; OR INABILITY TO PROPERLY PROCESS CUSTOMER ORDERS; OR ANY OTHER FAILURE, ERROR, DEFECTS OR BREAKDOWN IN THE PERFORMANCE OF THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AND AGGREGATED LIABILITY OF SHUFFF AND ITS EMPLOYEES, DIRECTORS, SHAREHOLDERS, ADVISORS, AND ANYONE ACTING ON THEIR BEHALF, TO THE DESIGNER FOR ANY AND ALL DAMAGES WHATSOEVER ARISING FROM, OR IN CONNECTION, WITH THIS AGREEMENT, THE PLATFORM OR THE SERVICE, SHALL BE LIMITED TO THE FEES THAT THE DESIGNER ACTUALLY PAID TO SHUFFF DURING THE 12 MONTHS PRECEDING THE EVENT PURPORTEDLY GIVING RISE TO THE DAMAGE.
Designer agrees to indemnify and hold harmless Shufff and its directors, officers, employees, and vendors, upon Shufff’s request and at Designer’s expense, from, and against, any damages, loss, costs, expenses and payments, including reasonable attorney’s fees and legal expenses, arising from any breach of any provision or representation herein.
- Governing Law and Venue
Regardless of the Designer’s jurisdiction of incorporation, the jurisdiction where the Designer engages in business or where the Designer or Customers access or use the Platform from, this Agreement and the Designer’s use of the Platform and the Service will be exclusively governed by and construed in accordance with the laws of the State of Israel, excluding any otherwise applicable rules of conflict of laws. Any dispute, controversy or claim which may arise out of or in connection with this Agreement or the Service, shall be submitted to the sole and exclusive jurisdiction of Tel-Aviv Courts. Subject to the following paragraph, the Designer and Shufff, each hereby expressly consent to the exclusive personal jurisdiction and venue of such courts, and waive any objections related thereto including objections on the grounds of improper venue, lack of personal jurisdiction or forum non conveniens. Notwithstanding the foregoing, (a) Shufff may lodge a claim against the Designer pursuant to the indemnity clause above, in any court adjudicating a third party claim against Shufff, and (b) nothing herein shall limit either party’s right to seek emergency injunctive relief in any court with competent jurisdiction.
Interpretation. The term “including”, means including, but not limited to, and without limitation, to the generality of the preceding phrase. All examples in the Agreement and all "i.e." and "such as" notations, indicate an illustration, by way of example only, of the preceding phrase, without limiting its generality. Assignment. The Designer may not assign the Agreement without Shufff’s prior written consent, which shall not be unreasonably withheld. Any purported assignment without Shufff’s prior written consent is void. Shufff may assign and delegate this Agreement in its entirety, including all right, duties, liabilities, performance and obligations herein, upon notice to the Designer and without obtaining the Designer’s specific consent, to a third-party, upon a merger, acquisition, change of control or the sale of all or substantially all of Shufff’s equity or assets. By virtue of such assignment, the assignee assumes Shufff’s stead, including all right, duties, liabilities, performance and obligations, and Shufff shall be irrevocably released from the same. Subcontracting. Shufff may subcontract or delegate the performance of its obligations under the Agreement, the exercise of its rights under the Agreement, or the provision of the Service (or any part thereof), to any third party of its choosing, provided however, that Shufff remains liable to the Designer for the performance of its obligations under the Agreement. Complete Terms and Severability. This Agreement constitutes the entire and complete agreement between the Designer and Shufff concerning the subject matter herein. This Agreement supersedes all prior oral or written statements, understandings, negotiations and representations with respect to the subject matter herein. If any provision of this Agreement is held invalid or unenforceable, that provision shall be construed in a manner consistent with the applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions will remain in full force and effect. This Agreement may be modified or amended only in writing, signed by the duly authorized representatives of both parties. No waiver. Neither party will, by mere lapse of time, without giving express notice thereof, be deemed to have waived any breach, by the other party, of any terms or provisions of this Agreement. The waiver, by either party, of any such breach, will not be construed as a waiver of subsequent breaches or as a continuing waiver of such breach. Relationship of the parties. The relationship between the parties hereto is strictly that of independent contractors, and neither party is an agent, partner, joint venturer or employee of the other.