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User Agreement

Introduction

The Havensscope website located at Havensscope.com is an online marketplace (the “Marketplace”) where independent artists (“Sellers”, “you” or “your”, as the context requires) upload their art, design products displaying their art, and offer those products for sale to their customers or their potential customers (“Customers”, “you” or “your”, as the context requires). This online community is about celebrating creativity, and we encourage all those visiting, browsing, using or otherwise accessing the Marketplace or using our Services, including Sellers and their Customers (collectively, “Users”, “you” or “your”, as the context requires), to be involved in every aspect of the community – by uploading and displaying art, designing products, offering them for sale to their Customers, browsing art, purchasing products, giving feedback and writing reviews, interacting with Customers, participating in forums, and teaming up with other members of the community to engage in meaningful discussions and to collaborate on projects.

Most importantly, to ensure this online destination for creativity is available for all, it is essential that everyone respects the intellectual property rights of others, including copyrights, trademark rights and publicity rights. Sellers may only upload their original creations and only offer products for sale that display their original creations. If you are uploading or using something that you didn’t create yourself, then you must have permission from the applicable rights holder who owns that content. Respecting the intellectual property rights and other rights of everyone is an essential principle of the Marketplace.

Also, displaying your art on the Marketplace puts it out there for the world to see. You need to be aware that publishing your Content in this way comes with important legal responsibilities. It is your responsibility to make sure you are not violating anyone’s rights or breaking any laws by using the Marketplace, including by publishing your Content, offering your Products for sale and otherwise using or accessing the services, including hosting and facilitation services, that Havensscope provides in connection with the Marketplace (“Services” or “Havensscope Services”).

If you are a Customer of a Seller, please be aware that Havensscope does not prescreen or review all the images and text that users upload or otherwise generate on the Marketplace (“User-generated Content”, ”UGC” or “Content”) or the Products offered for sale by Sellers. While Havensscope does not permit unlawful or unauthorized content on the Marketplace, Havensscope cannot guarantee that all of the Content or Products that Sellers may display or offer complies with this Agreement or the law. Sellers are responsible for their Content and for possessing the applicable rights to the Products they offer, and they are in the best position to respond to inquiries regarding their Content and their Products. Also, if you are just browsing others’ artwork and Product offerings, please respect the intellectual property rights of others and don’t steal their art or anyone else’s. All Users should respect each other and respect the art you find here, and if you do so, you will help make this community a creative, inspiring and enjoyable place.

It is important you read all the terms and conditions in this Agreement, because using the Marketplace means that you accept them all. If you do not agree with all of these terms and conditions or any of our other policies, including but not limited to, our IP & Publicity Rights Policy, our Community Guidelines, our Privacy Policy, and our Services Agreement if you are a Seller (all of which are incorporated by reference in this Agreement), you may not use the Marketplace or any of the Services.

IN PARTICULAR, PLEASE CAREFULLY READ THE BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER BELOW, AS IT AFFECTS HOW DISPUTES ARE RESOLVED BETWEEN YOU AND Havensscope.

Legal Agreement

All Users are entering a binding legal agreement on the following terms (the “Agreement”). The Agreement is between the User and, as applicable, Havensscope ( ), “we”, “us”, and “our” refer to either Havensscope, Heavensscope affiliated or havensscope Inc.  as the context requires) and your use of the Marketplace indicates your acceptance of this Agreement.

Eligibility

The Services are available only to, and may only be used by, persons who can form legally binding contracts under applicable law. The Services are not available to persons under 16 years of age.

Amendments to this Agreement

We may amend the terms of this Agreement and our policies from time to time in our sole discretion. We will make reasonable efforts to notify you of material changes either by sending you an email to the email address you have registered with Havensscope/or by displaying on our Marketplace information about modifications to this Agreement. Either way, your continued use of the Marketplace will constitute ongoing agreement to the terms in this Agreement as updated from time to time.

The Services

The Services, include, but are not limited to, providing a website that facilitates Sellers’ upload and publication of their Content on the Marketplace and their design, sale, offer for sale, distribution, marketing, advertising, and promotion of products that display their Content (“Products”) to their Customers and other Users; offering tools for Users’ discussions and interaction with other Users, including communications between Sellers and their Customers; Customers’ and potential Customers’ ability to view, browse, and purchase Products from Sellers; and enabling Users’ ability to receive the benefits of the Marketplace facilitation services, including the facilitation of the following: customer service interactions between Sellers and their Customers, payment processing by third parties, Sellers’ marketing and promotional activities on the Marketplace and offsite, and the distribution and manufacturing of Sellers’ Products by third parties. If a Customer decides to place an order for a Seller’s Product, then based on the Seller’s and Customer’s instructions, the Marketplace will forward the order information to independent third-party fulfillers (“Fulfillers”) who will manufacture and ship the Product in the form specified by Seller and their Customer.

Content on the Marketplace 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 may be described as your “art”, “works”, “artworks” or “listings”. Your Content may be viewed by all Users of the Marketplace once you elect to publish.

Members

Any User can become a registered User (“Member”) of the Marketplace by setting up a password-protected account. Users are required to select a username and password when registering to become a Member, and Users must become a Member before placing any of their Content on the Marketplace, including writing any comments in forums or reviews. At any time, Havensscope may prohibit or restrict Member accounts and usernames, if Havensscope decides in its sole discretion, that such account, Content or username is inappropriate or otherwise unsuitable for the Marketplace. Content posted by disabled accounts may not be available for public view and associated Products will not be discoverable, viewable or available for sale to Customers, and Users agree that havensscope is not responsible for any loss that you or others may directly or indirectly suffer in connection with the disabling of your or others’ accounts.

To help us verify your identity and to protect the security of your account and to comply with the law, you may be requested to provide current and accurate information about yourself (such as your name, address, date of birth, a copy of your government-issued identification and other documents that may be legally required). We may also request that you send us additional documents or information to help verify your identity. It is prohibited to use false information or impersonate another person through your account. You agree and acknowledge that if you do not provide the information or documents requested that your account may be terminated or suspended and any of your Seller earnings associated with your account may be delayed or withheld.

Any information you choose to publish in the public section of your profile may be viewed, distributed or linked to within the Marketplace and on the platforms of third parties, such as offsite marketing platforms if you choose to advertise your Products on offsite platforms. We care about your privacy and you can read our Privacy Policy if you would like to know more about how your personal information is handled.

In the unfortunate event that a Member dies or becomes permanently incapacitated, we will take reasonable steps to work with their successors and assigns. However, for verification purposes, we may request certain information and documents from such deceased or incapacitated Member’s successors, assigns, or their legal representatives, including but not limited to, a death certificate, proof of succession, and/or power of attorney.

Passwords

You are responsible for actions made on the Marketplace using your account, 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.

User Representations and Warranties

When you upload your Content to the Marketplace you represent and warrant all of the following:

you own all applicable rights in the Content, including but not limited to intellectual property rights and publicity rights or, if you are not the owner, that you have permission from the owner to display, reproduce, distribute, make, and sell and otherwise use the Content and Products in connection with the Marketplace;

the Content and Products will not infringe the intellectual property rights or other rights of any person or entity, including copyright, moral rights, trademark, patent or rights of privacy or publicity;

your use of the Marketplace and the Content will comply with our IP & Publicity Rights Policy;

your use of the Marketplace will comply with the law;

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;

your use of the Marketplace and the Content will comply with our Community Guidelines;

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 or deceptive and does not offer or disseminate fraudulent goods, services, schemes, or promotions, and the Content does not promote Products for uses and to consumers for which the Products are not intended.

Havensscope reserves the right to review and, in its sole discretion, to disable or terminate your account and to remove from the Marketplace or disable or limit or access to any of your Content or Products, if we believe in our sole discretion that you or your Content breached or is likely to breach this Agreement or an agreement with an applicable third party, violates the law, our IP & Publicity Rights Policy, our Community Guidelines or any of our policies, or for any other reason.

You acknowledge and agree to your indemnity obligations with respect to any direct or indirect damage to Havensscope or third parties arising from your breach or alleged breach of this Agreement or any of your representations or warranties, as provided for in the “Indemnity” sections of this Agreement and the Services Agreement.

Procedure for Making Claims of Intellectual Property Infringement

​​Havensscope respects the intellectual property rights of others, and we require that all Users do the same. If you believe that Content on the Marketplace has been used in a way that constitutes an infringement or violation of your rights, and you are the rights holder or the rights holder’s legal representative, please immediately notify Havensscope designated agent for complaints by sending a Notice and Takedown Request. For all other intellectual property-related correspondence, you can reach us at havensscopeca@gmail.com. More information on intellectual property matters can be found in our IP & Publicity Rights Policy.

Offering Products for Sale that are Printed with your Content

Sellers may use the Services to design physical products and product previews bearing their Content and offer the products for sale on the Marketplace on the terms set out in the Services Agreement in Appendix A to this Agreement (the “Services Agreement”). By agreeing to the terms of this Agreement, you expressly agree to the terms of the Services Agreement, which will apply from the date on which you offer your first Product for sale on the Marketplace, and your continued use of the Marketplace will constitute ongoing agreement to the terms in this Agreement and the Services Agreement as updated from time to time.

All Sellers grant Havensscopecope permission to facilitate the sustainable disposal of any returned Product, including but not limited to, as a result of refund, reprint, or product sampling.

Seller Promotion Facilitation Services

Havensscope facilitates Sellers’ promotion and marketing of products displaying their Content by providing the Services, including tools for them to create publicly-viewable Product listing pages and offer their Products to their Customers. Your Customers can find your Products via a Marketplace-wide search tool and/or through third-party online and social media channels. If you choose to include your Products in offsite marketing, Havensscope is under no obligation to facilitate your aforementioned promotion and marketing activities, and you acknowledge that such activities are not controlled by Havensscope and are dependent upon actions of third parties independent to Havensscope, such as the functionality of third-party marketing platforms and the browsing behavior of third-party users of those platforms. You or havensscope may exclude your Products from offsite marketing at any time for any reason in your or havensscopes’s ole discretion.

Receiving Payment after your Product is Sold

Payment terms for Sellers are explained in the Services Agreement.

Purchasing a Product on the Marketplace

Customers can purchase products from Sellers on the Marketplace by using a valid credit card or a third-party payment processor. You do not have to be a Member to purchase a product. The retail price you pay is determined by the Seller and is fixed at the time of ordering.

Customers may not cancel an order once it has been submitted. It is your responsibility as the Seller’s Customer to ensure your Product delivery address is correct. Havensscope, the Sellers, and any other third parties take no responsibility for any Product you do not receive – or receive late – in connection with the delivery address you provide to the Marketplace, including but not limited to errors in the address you provide.

We do not warrant, endorse, make representations about or recommend any Content, artwork, images, or text hosted on the Marketplace or Products offered for sale on the Marketplace by Sellers. Sellers’ Content may parody, reference or otherwise be inspired by popular brands or public individuals but may not be endorsed or licensed by any brand or individual, and Havensscope makes no representations or warranties regarding endorsement, affiliation or licensing status. Sellers are responsible for the Content they upload and the Products they sell, including the securing of any necessary third-party rights or licenses.

Delivery

Delivery of Products will be facilitated pursuant to the Customer’s instructions by postal or courier service and will be paid for by the Customer at the amount that is indicated at the time of purchase. Shipping charges will be applied to the order, which will vary depending upon multiple factors, like location and the size and price of the product.

Damaged Products and Returns

If a Product is delivered to you, the Customer, but it is damaged in some way, the applicable third parties who participated in the Product order will be notified, so that they may issue a Product replacement. As a condition to receiving any remedy for a damaged Product, you may be required to submit reasonable proof of such damage in the form of a photo of the damaged Product or the return of the damaged Product itself to the Marketplace. You will bear any cost of returning such Product. If you receive a damaged Product, then you must email Marketplace customer service within fourteen (14) days of receipt to report the nature of the damage and to request a new product to be sent to you at no cost to you. In addition to the damaged goods policy described above, other remedies may be available for Customers who wish to return Products, which will be published in the Help Centre.

Please be aware that Content on the Marketplace is created and controlled by the Sellers, and the Sellers design the Products and the Product previews. As such, the Content and the Products are the Seller’s responsibility. Havensscope does not prescreen or review all of the Content published to our Marketplace or the Products offered for sale by Sellers, and Havensscope cannot guarantee that the Content or Products displayed or offered by Sellers comply with this Agreement or the law. Sellers are responsible for their Content and for possessing the applicable rights to the Products they offer, and they are in the best position to respond to inquiries regarding their Content and their Products. Before you order a Product from the applicable Seller, you, as the Customer, are responsible for verifying it is the Product you want, including but not limited to, the quality of the Content, the image printed on the Product, misspelled words, grammatical errors, formatting, overall design and appearance, licensing status, source or origin of goods, affiliation, or overall appearance. If you require further information to verify the Product is what you want, you may contact the Seller directly which can be done at the Seller’s shop page, or through some other means provided by the Seller, such as their media pages.

Reporting Inappropriate Content

Havensscope does not prescreen all of the Content published to our Marketplace or the Products offered for sale by Sellers, and Havensscope cannot guarantee that Users will not display or offer for sale Inappropriate Content.

Inappropriate Content includes, but is not limited to, Content that infringes the copyright, trademark 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, objectionable or otherwise in violation of the law, this Agreement, our IP & Publicity Rights Policy, or our Community Guidelines. Havensscope reserves the right to remove or disable access to any Content or Products posted by Users in its sole discretion.

Please help us by letting us know straight away about any inappropriate Content you see on the Marketplace. You can do this by clicking the “Inappropriate Content” link displayed on each Product listing page. If you believe your intellectual property rights, including copyright and trademark, or other rights are being infringed, you can submit a Notice and Takedown Request. More information on intellectual property matters can be found in our IP & Publicity Rights Policy.

Electronic Communications

When you use the Marketplace, or send emails, text messages, and other communications from your desktop or mobile device to or through the Marketplace, you may be communicating with us or another User electronically. You consent to receive communications from us electronically, such as emails, texts, mobile push notifications, or notices and messages on the website or through the mobile app, and you can retain copies of these communications for your records. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You also agree that your electronic agreement is the same as your signature on paper.

Intellectual Property Rights and License

By uploading your Content to the Marketplace, you hereby grant Havensscopeand its affiliates, successors and assigns a non-exclusive, worldwide, royalty-free, sublicensable and transferable license to distribute, host, transmit, store, use, reproduce, and publicly display, in any media formats and through any media channels, the Content you publish to the Marketplace in connection with Havensscope or its affiliates’ businesses’ promotion of the Marketplace, redistributing all or part of the Marketplace, and the provision of the Services, including but not limited to the facilitation of your activities and the activities of third parties that are required or contemplated by the functionality of the Marketplace or this Agreement, including but not limited to the third-party manufacturing, promotion, marketing, advertising, and distribution of your products and viewing and access by Users. The above licenses terminate within a commercially reasonable time after you remove or delete your Content from the Marketplace. The above licenses granted by you in any comments you publicly post on the Marketplace are perpetual and irrevocable.

Unless otherwise provided for in this Agreement, Licensor T&Cs or in a separate Agreement with a Licensor, you retain any intellectual property rights you possess in your Content.

All intellectual property rights, title and interest in the Marketplace (including the software and systems underlying the Marketplace, the Havensscope mobile app, and text, graphics, logos, icons, sound recordings and software) are owned by or licensed to Havensscope including all rights under patent, copyright, trade secret, trademark, or unfair competition law, and any and all other proprietary rights, including all applications, renewals, extensions, and restorations thereof. Other than for the purposes of, and subject to the conditions prescribed under relevant intellectual property law 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 the Marketplace; or commercialize any information, services obtained from any part of the Marketplace without havensscope’s prior written permission. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse-engineer, disassemble, or otherwise attempt to derive source code from the website or mobile app and you will not remove, obscure, or alter havensscopes copyright notice, trademarks or other proprietary rights notices affixed to, contained within, or accessed in conjunction with or by the website or the mobile app.

If you use any of our trademarks or other intellectual property in reference to our activities, products or services, you must include a statement attributing that trademark to us. You may not use any of our trademarks in whole or as part of your trademarks; in connection with activities, products or services which are not ours; in a manner which may be confusing, misleading or deceptive; or in a manner that disparages us or our information, products or services.

Compliance with Export Control and Trade and Economic Sanctions Laws

Havensscope complies with all applicable export control and trade and economic sanctions laws and regulations, including the U.S. Export Administration Regulations, 15 CFR Parts 730-799, and the economic sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Controls, 15 CFR Parts 500-599. You agree that you will not use the Services in any manner that would reasonably give rise to Havensscope being in violation of any applicable sanctions, export laws, or regulations. You agree that you will not use the Services in any comprehensively sanctioned destination (including Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine) and you are not included on or covered by any applicable list of sanctioned persons, including the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons and the U.S. Commerce Department’s List of Denied Persons and/or Entity List. You further agree that you are not and will not use the Services for the benefit of or on behalf of any sanctioned person or person in a comprehensively sanctioned country, or in any manner contrary to applicable export and sanctions laws and regulations. For further information on these restrictions, see http://www.bis.doc.gov/ and http://www.treasury.gov/about/organizational-structure/offices/Pages/Office-of-Foreign-Assets-Control.aspx.

Product Reviews

The Marketplace incorporates a User review tool that enables you to review the Products offered for sale by Sellers on the Marketplace (the “Review Tool”). The Review Tool is the intellectual property of Yotpo, not Havensscope. If you use the Review Tool, 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 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 comments you contribute through your use of the Review Tool, you grant Yotpo and Havensscopethe perpetual right to use those reviews or comments; 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 applicable law; you provide your explicit consent to receive post-sale emails sent 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 you consent to the use by Yotpo of your personal information for the purposes of provision of their services or the Services, sending applicable emails and recommendations, operation and improvement of the Marketplace, use of targeted behavioral advertisements and analysis and transfer to third parties for all of these purposes. This consent is in addition to the consents provided to Havensscopeunder the HavensscopePrivacy Policy.

Linked Websites

The Marketplace may contain links to other websites owned or operated by third parties (“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. Any links to Linked Websites should not be construed as an endorsement, approval or recommendation by us of the owners or operators of such Linked Websites, or of any information, graphics, materials, products or services referred to or contained on such Linked Websites, unless and to the extent stipulated to the contrary.

Disclaimers and Limitation of Liability

As a User, you must ensure that your access to the Marketplace and your use of the Marketplace and the Services is not prohibited by law. It is your responsibility to ensure that the process that you employ for accessing the Marketplace or the Services does not expose you to risk of viruses, malicious computer code or other forms of interference that may damage your computer system. We do not accept responsibility for any interference or damage to any computer system that arises in connection with your use of the Marketplace, the Services, or any Linked Website. You acknowledge that Havensscope may not be able to confirm the identity of other Users or prevent them acting in a manner that may violate the law.

The Marketplace and the Services are provided on an ‘as is’ basis. We do not represent or guarantee that the Marketplace, the Services, or any Linked Website will be free from errors or viruses. We do not represent or guarantee that access to the Marketplace or the Services will be uninterrupted.

You acknowledge that the Marketplace and Services 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 make any warranties or representations regarding any Content uploaded to the Marketplace, including but not limited to that it will be protected against loss, theft, misuse or alteration by third parties. We do not warrant that Content will be available on the Marketplace, or that Content will be available in whole or in part on a certain time frame. Havensscope does not accept any liability to you or any third parties for any losses arising directly or indirectly from a failure to provide the Services, corruption to or loss of data, errors or interruptions, any suspension or discontinuance of the Services, or any transmissions or Content of others in contravention of this Agreement.

We have no responsibility for any loss or damage, however caused (including through negligence), that you may directly or indirectly suffer in connection with your use of the Marketplace or the Services, including but not limited to publishing your Content, purchasing products from Sellers or otherwise using the Marketplace, the Services, or any Linked Website, nor do we have any responsibility for any such loss arising out of your use of or reliance on any Content or other information contained on or accessed through the Marketplace or the Services.

WITHOUT LIMITING THE DISCLAIMER OF WARRANTIES CONTAINED IN THIS AGREEMENT AND TO THE FULLEST EXTENT PERMITTED BY LAW, WE MAKE NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE MARKETPLACE OR THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

TO THE FULLEST EXTENT PERMISSIBLE BY LAW, Havensscope AND FULFILLERS SHALL NOT BE LIABLE TO ANY PERSON FOR ANY DIRECT, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR OTHERWISE), INJURY, CLAIM OR LIABILITY OF ANY KIND OR CHARACTER WHATSOEVER SUFFERED BY YOU ARISING FROM THIS AGREEMENT, OR OTHERWISE BASED UPON OR RESULTING FROM THE MARKETPLACE, THE WEBSITE, THE MOBILE APP OR THE SERVICES.

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 may be offered as a gesture of goodwill: the facilitation of the repair or replacement of the goods or their equivalent, the supplying of the Services again, or the payment of the cost of having the Services supplied again.

This disclaimer set out in this Agreement does not attempt or purport to exclude liability arising under statute if, and to the extent, such liability cannot be lawfully excluded.

Indemnity

You agree to indemnify, defend, and hold harmless, Havensscope, our officers, directors, employees, affiliates, agents and representatives, as well as all third parties participating in the Marketplace, including but not limited to, Fulfillers, third-party shippers, payment processors, and Licensors that have facilitated the sale or offer for sale of your Products, and each of their officers, directors, employees, affiliates, agents and representatives from and against any and all claims, damages, losses, liabilities, costs (including but not limited to reasonable legal fees) or other expenses that arise directly or indirectly out of or from your breach or alleged breach of any clause of this Agreement (including but not limited to your representations and warranties in the Section “User Representations and Warranties” of this Agreement); any allegation that your use of the Marketplace, your Content or your Products 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 Marketplace.

Subject to applicable law, you acknowledge and agree that Havensscope may retain all or a portion of any funds in your account to satisfy your indemnity obligations in this Agreement, including to cover any past or future legal costs associated with your breach or your alleged breach that have been or reasonably could be incurred by Havensscope or the indemnified parties, or if otherwise required by a legal proceeding or the law.

This indemnity will be applicable without regard to the negligence of any party, including any indemnified person. Without limitation to other unspecified provisions of this Agreement that survive termination of this Agreement, this Section “Indemnity” will survive the termination of this Agreement.

Privacy Policy

Your privacy is very important to us. Users should refer to our Privacy Policy, which is incorporated into this Agreement by reference, for information about how we collect and use personal information. When you use the Marketplace and the Services, you may grant certain permissions to us for your device. Most devices, such as mobile devices, provide you with information about these permissions. Learn more about these permissions in our Privacy Policy.

Security of Information

No 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 or through the Marketplace is transmitted at your own risk.

Account Termination

Access to the Marketplace and any Content, including but not limited to Product listing pages published by Sellers, may be limited or terminated at any time by us without notice for any reason in our sole discretion. Terms and conditions that by their nature would reasonably be expected to survive termination shall survive termination and remain in full force and effect notwithstanding full or partial termination of this Agreement, including but not limited to your indemnities, your grant of rights and licenses, our disclaimers and limitations of liability, your representations and warranties, and any applicable Licensor T&Cs.

Dispute Resolutions, Binding Individual Arbitration, Jury Trial Waiver, Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT APPLIES TO ALL PERSONS IN THE UNITED STATES WHO HAVE ACCEPTED THESE TERMS. BY ACCEPTING THESE TERMS, YOU AND HavensscopeOR ITS AFFILIATES BOTH EXPRESSLY WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION (“ARBITRATION AGREEMENT”).

If you have a problem or dispute, we will try our best to resolve it. If we are unsuccessful, you may pursue your claim as set forth in this section. This Agreement shall be governed in all respects by California law, without regard to its or any other jurisdiction’s choice of law provisions.

A. Claims Covered by Arbitration Agreement

The Arbitration Agreement between you and Havensscopeis very broad: it covers all disputes, claims, or controversies, including those you may have had before you agreed to the terms of this Agreement (“Terms”), arising out of or relating to (i) these Terms, (ii) any part of the Services, including but not limited to the purchase or sale of products through the

Marketplace, (iii) any dealings with Havensscope, including any of its affiliates, agents, contractors, employees, or representatives, and (iv) the relationship between you and Havensscope, including, the validity, enforceability, and scope of this Arbitration Agreement (collectively, “Disputes”).

You agree that all Disputes, except those mentioned in the very next sentence, shall be resolved through binding arbitration, subject to the limitations described in Sections C and D, below. Disputes that may be brought in small claims court are not subject to arbitration.

B. Agreement to Attempt to Resolve Disputes Informally

It is in all the parties’ interests to resolve any issues as quickly and cost-effectively as possible. Therefore, the parties agree to attempt to resolve any Dispute informally for at least 45 days before initiating arbitration. The 45-day period begins upon receipt of written notice from one party to the other (“Notice of Dispute”). The Notice of Dispute must: (a) include the full name and contact information of the party raising the Dispute; (b) describe the nature and basis of the Dispute; and (c) explain what relief is being sought. We will send our Notice of Dispute to either your billing or email address, or both. You must send your Notice of Dispute to the following address: Attn: Legal, Havensscope Inc., 111 Sutter St., 17th Floor, San Francisco, CA 94104.

Any offers to settle the Dispute made during the 45-day informal dispute resolution period shall be confidential and shall not be disclosed to the arbitrator in any subsequent arbitration proceeding.

The parties expressly agree that, if either party initiates an arbitration proceeding without first attempting informal resolution of a Dispute as set forth in this section, such arbitration proceeding may be immediately administratively terminated upon the request of any party.

C. Rules For Binding Arbitration

If we cannot resolve the Dispute informally, either party may elect to have the Dispute finally and exclusively resolved by confidential, binding arbitration. Any election to arbitrate by one party shall be final and binding on the other party.

You and we agree that this Agreement evidences a transaction in interstate commerce and this arbitration provision will be interpreted and enforced in accordance with the U.S. Federal Arbitration Act and federal arbitration law, and not governed by state law. The arbitration will be conducted in the English language. Subject to the Express Limitations on Arbitration in Section D, below, an arbitrator may award any relief to either party that would be available in a court to the extent required to satisfy your Dispute; provided, however, that any injunctive, equitable or declaratory relief is specifically excluded from this Arbitration Agreement. Any injunctive relief sought by either party, where such remedies are permitted, shall be severed from the arbitration and must be sought in a court of law. In the case that you seek both money damages and injunctive relief, then you agree, consistent with section 3 of the Federal Arbitration Act, that the court may stay your claims for injunctive relief pending final resolution of your Dispute in arbitration.

The arbitration shall be administered by the American Arbitration Association under its Consumer Arbitration Rules (“AAA Consumer Rules”), but with the following modifications to those rules:

Arbitration fees and costs shall be governed by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, or if you send us proof to the Notice of Dispute address above indicating that you are unable to pay the administrative fees required to initiate an arbitration, we will pay all AAA administrative fees.

If the total demand sought in the Dispute does not exceed $25,000, the arbitration will be presumed to be conducted solely on the basis of written submissions. However, the Arbitrator shall maintain the discretion, upon the specific request of a party, to require a face-to-face hearing.

The parties may bring any dispositive motion or motions during the course of the proceedings.

The arbitrator shall make a decision in writing, which will include the findings and conclusions on which the decision is based.

The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. A party may litigate in court to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. For such purposes, you and Havensscope agree to submit to the personal and exclusive jurisdiction of the federal and California state courts in San Francisco County.

Arbitration rules and forms may be obtained from AAA at https://www.adr.org or by calling AAA at 1-800-778-7879.

D. Class Action Waiver and Express Limitations on Arbitration

THE PARTIES AGREE THAT AS TO ALL DISPUTES, EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN HER, HIS OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If the foregoing clause is found to be unenforceable, then the entirety of this Arbitration Agreement shall be null and void.

Notwithstanding this express class action waiver, in the event that a binding arbitration proceeding involving the parties is deemed to meet the criteria of a “multiple consumer case filing,” as set forth in the AAA Consumer Arbitration Rules – Costs of Arbitration, then either party shall have the right, but not the obligation, to apply to the arbitrator to have all “multiple consumer case filings” transferred before the same arbitrator. If, and only if, such transfer occurs, any party to these transferred multiple consumer case filings may then move by written submission to the arbitrator to conduct pre-hearing activities only—such as discovery and dispositive motion practice—in a manner that will have common effect on all multiple consumer case filings. The arbitrator shall provide all affected parties an opportunity to be heard before deciding, in its own discretion, whether and to what extent to permit common pre-hearing activities in multiple consumer case filings. For the avoidance of any doubt, all arbitration hearings will proceed on an individual basis.

E. Location of the Arbitration Hearing

If the arbitration requires an in-person hearing, the hearing will take place in the county in which you reside.

F. Severability

If any clause within this Arbitration Agreement (other than the Class Action Waiver clause set forth in paragraph D above) is found to be unenforceable, that clause will be severed from this Arbitration Agreement and the remainder of this Arbitration Agreement will remain in full force and effect.

General

We 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 and effect.

You may close your account at any time by logging into your account and following the instructions to cancel or terminate your account.

The Services may contain translations powered by Google LLC. 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 Agreement

As a Seller, you wish to use the HavensscopeServices to facilitate your marketing and sale of your Products and to facilitate the manufacture of your physical Products by third-party Fulfillers once an order has been made through the Marketplace, and the subsequent third-party delivery of your Products to your Customer. Havensscopewill provide the Services on the terms set out in this Services Agreement (“Services Agreement”).

Havensscope Service

1.1 Havensscope, acting as independent contractor under your instructions in relation to the performance of the Service, will facilitate marketing to and obtaining of orders from Customers for the purchase of your Products over the Marketplace and on instruction from you, arrange for third parties to fulfill those orders by facilitating payment for and manufacture of your Products, and arrange for the delivery of your Products by third-parties as per the Customer’s instructions. Whilst Havensscope’s capacity is one of independent contractor in relation to the Services, you are the principal in relation to the sales transaction between you and the Customer who buys your Product.

1.2 Havensscope will provide the Services pursuant to this Services Agreement until termination in accordance with its terms.

1.3 You agree that Havensscope 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 Products over the Marketplace, including any Products that are the same as, or similar to, your Products.

License and Standing Instructions

2.1 You hereby grant havensscope the rights and license set forth in the Agreement for the purpose of enabling us to carry out the Services.

2.2 You hereby instruct havensscope to facilitate the sale of your Product(s), which includes facilitating payment processing and arranging for manufacturing of your Product, in respect of the orders placed by the Customers via the Marketplace, and havensscope 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.

Sale of your Products

3.1 The retail price charged to Customers who purchase your Product is made up of the manufacturing fee charged by the third-party manufacturer, havensscope’s fee for hosting the Marketplace and facilitating the transaction (the manufacturing fee and havensscope’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 havensscope and/or you (as the case may be) are liable to account for to the appropriate tax authorities. The total amount may be affected by Marketplace discounts and shipping charges that are added to the retail price. When making each individual Product 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 Marketplace for each of your Products is used to calculate the currency 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 Marketplace. The Base Amount may change at any time with or without notice, which may affect the dollar value of your margin, which you set as a percentage of the Base Amount. The retail price will not change on an individual sale after a Customer has submitted an order to the Marketplace.

3.3 You will receive an automatically generated email at the email address you registered in your account to notify you when an order has been placed for your Product(s).

3.4 You agree that havensscope makes no representation that it will be able to facilitate 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 Products purchased from the Marketplace are manufactured by third-party Fulfillers in accordance with your design instructions and pursuant to arrangements with the third-party Fulfillers. This means that title and risk of loss for such items pass from you to the purchasing Customer without passing through havensscope prior to the goods being delivered to the Customer under the Customer’s instructions.

Payment Terms

4.1 You authorize havensscope to collect, hold and distribute the retail price (“Sale Proceeds”) from Customers on the terms set out in this clause 4. A shipping charge will also be charged to the Customer for the shipping of the Product, which will not affect the amount to be distributed to you.

4.2 You authorize havensscope to deduct the Base Amount (which includes havensscope’s fee for facilitation services, including tax where applicable) from the Sale 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 Marketplace. 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, your payment may be postponed until the threshold is exceeded.

4.5 It is your responsibility to ensure havensscope has current details of your postal address, bank account details and other information required by our policies and/or the law. Rhavensscope will not be liable for any loss suffered by you if you provide us with incorrect details in relation to the payment method or any other information you provide. If you cannot be paid because you have given us incorrect information or your information is out of date, your Margin may be delayed or withheld. If you have not notified havensscope of any amendment to the payment method details in that time, your Margin proceeds will be forfeited to havensscope or donated to a charity of our choice, subject to applicable law.

Taxation Responsibility

5.1 havensscope will collect and remit sales taxes (such as sales tax, GST, VAT, etc.) on your behalf where required by applicable federal or state taxation laws or regulations. However, if havensscope is not required by applicable federal or state taxation laws or regulations to collect and remit sales taxes:

• (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, other transactional taxes and income taxes;
• (b) havensscope will not collect or pay taxes on your behalf as you are the principal in the sale of your product to your Customers. As stated in clause 4.2 of this Services 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; and
• (c) all tax-related reporting responsibilities by you to relevant tax authorities are entirely your responsibility.

Indemnity

6.1 Without limitation to your other indemnity obligations in the Agreement, you hereby indemnify and will keep havensscope indemnified from and against all claims, debts, accounts, expenses, costs, liens, actions and proceedings of any nature whatsoever, whether known or unknown by any person, arising from, incidental to, or by virtue of, the appointment, or any breach or non-performance of your obligations under this Services Agreement or arising out of your willful act, neglect or default in the performance of such obligations.

6.2 Without limitation to other unspecified provisions of this Agreement that survive termination of this Agreement, this Clause 6 will survive the termination of this Services Agreement.

Limitation of Liability

7.1 Without limitation to other disclaimers and limitations of liability in the Agreement or this Services Agreement, in no case will havensscope be liable for any consequential loss or damage suffered by you arising from this Services Agreement. To the extent permitted by law, all warranties and conditions implied by law are hereby expressly excluded.

Terminating the Services Agreement

8.1 You can give notice of termination of this Services Agreement by closing your account in the method described in the Agreement.

8.2 havensscope may give notice of termination of this Services Agreement to you by closing your account or in writing at any time.

8.3 After notice of termination in the manner described in either clause 8.1 or 8.2, you authorize the completion of any transactions in progress in relation to your Products, on the terms of this Services Agreement. Termination of this Services Agreement will take effect once these transactions have been completed.

8.4 Upon termination of this Services Agreement by either party, you will be paid any accrued Margin proceeds from your account, less a US$5 administration fee, subject to the Section “Indemnity” in the Agreement, Clause 6 (Indemnity) of this Services Agreement, and applicable law.