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ACCESSIBILITY – IF YOU ARE HAVING ANY TROUBLE ACCESSING THESE TERMS OR THE SITE, PLEASE CONTACT US AT support@represent.com EFFECTIVE DATE OF CURRENT POLICY: November 19, 2020 For prior version of the Terms, please click here. For prior version of the Purchaser Terms, please click here. # Represent Terms &amp. Conditions &gt. Represent Holdings, LLC. (“Represent” “we” or “us” or “our”) owns and operates the site at represent.com (the “Site”), certain mobile applications, website(s), and any other related sites or applications which refer to these terms and conditions (collectively, the "Services”). These terms and conditions (the “Terms”) are a legal agreement between Represent and you. By accessing or using any Services, you agree to these Terms as well as any additional terms applicable to certain programs or services in which you may elect to participate. You also agree to our Privacy Policy. &gt. The Privacy Policy, together with these Terms, and any other terms contained herein or incorporated herein by reference, are collectively referred to as the “Agreement.” 1. Acceptance of Terms By registering for and/or using the Services in any manner, including but not limited to visiting or browsing the Site, you agree to this Agreement and all other operating rules, policies and procedures that may be published from time to time on the Site by us, each of which is incorporated by reference and each of which may be updated from time to time without notice to you. &nbsp.  1. Certain Services may be subject to additional terms and conditions specified by us from time to time. your use of such Services is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference. &nbsp.  2. This Agreement applies to all users of the Services, including, without limitation, registered and unregistered users. &nbsp.  3. ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. The Site offers users the ability to browse and purchase as “Buyer”, and enables creators to create certain customized merchandise and campaigns for sale of such merchandise as “Sellers”. 2. Under 18s. Represent is not directed at or to children, and Represent expects that any and all use of the Site by children will be done only with the guidance, supervision and consent of the child’s parent, guardian and/or authorized school official. Parents, guardians and/or officials must ensure such minors use the Service only if they can understand their rights and responsibilities as stated in this Agreement and our Privacy Policy. All school officials assisting users under the age of 13 to create Represent accounts shall be responsible for complying with the US “Children’s Online Privacy Protection Act” and, to the extent applicable, “The Family Educational Rights and Privacy Act”, and accordingly must notify those minors’ parents/guardians of the minor’s personal information provided hereunder and must obtain parent/guardian consent before completing the minor’s registration. When obtaining such consent, the parent/guardian must be provided with a copy of the Privacy Policy and all consents must be retained in writing and provided to Represent on request. For more information on complying with COPPA, see the Federal Trade Commission’s website at http://www.ftc.gov/privacy/coppafaqs.shtm. 3. Electronic Communication. When you visit the Site, access Services (including without limitation by purchases made via the Site), or send us e-mails, you are communicating with us electronically. In so doing, you consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communication be in writing. 4. Accounts and Passwords. You agree: to keep your password secure and confidential and to not allow anyone else to use your email address or password to access the Site. to not do anything which would assist anyone who is not a registered User to gain access to any secured area of the Site. and, to not create additional registration accounts for the purpose of abusing the functionality of the Site, or other users, or to seek to pass yourself off as another User. If you think someone else has obtained your account details, you must let us know immediately via email to support@represent.com. and we will close your account as quickly as possible. You agree that you will be responsible to Represent and to others for all activity that occurs under your registration account. Operating and maintaining multiple accounts is prohibited. If you have a legitimate business need for a second account, you can apply for an exception to this policy by contacting us at support@represent.com. 5. Your Personal Information. You agree to provide only true, accurate and complete information to us and/or the Site. You agree with and to all provisions of our Privacy Policy, including without limitation the use and treatment of your personal information in accordance with such Privacy Policy. 6. Site Content. This Site is intended only for the purposes specified on the Site, and use of the Site and/or all content contained within the Site (“Content”) is entirely at your own risk. Please note, Represent endeavors to provide accurate and up-to-date information, the Content may not be wholly accurate or up-to-date and is subject to change, sometimes at short notice. All Content is provided without any representations or warranties of any kind (implied or express) to the fullest extent permitted by applicable law. Represent does not represent or warrant that the Site or the Content will be accurate, up-to-date, complete or free of defects, including without limitation viruses or other harmful elements. Certain Content may become temporarily unavailable due to outages or other problems. 7. Ownership of Content. Represent and its licensors, unless otherwise stated herein, owns or controls all relevant intellectual property rights in the Site and the Content. You may not publish, distribute, extract, re-utilize, or reproduce any part of the Site or Content in any form (including storing it in any medium) other than as expressly allowed herein or as permitted on the Site or under applicable law. The Site and the Content are for your personal, non-commercial use only, and are not for re-distribution, transfer, assignment or sublicense or for any commercial or partly-commercial re-sale or other use. 8. Objectionable Material Policy. If you encounter or become aware of any objectionable or infringing or unlawful content posted anywhere on the Site, please immediately report such material (and the specific page on which it is found) to support@represent.com. Additionally, Represent has the sole discretion to reject any order that it considers libelous, defamatory, obscene, profane (according to standards established by the FCC), portraying irresponsible use of alcohol or other substances, advocating persecution based on gender, age, race, religion, disability or national origin, containing explicit sexual content or is otherwise inappropriate for Represent production. You agree to not use the Service to create any material that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, or that infringes on any patent, trademark, trade secret, copyright or other proprietary rights of any third party. 9. Submitting Material. If you upload any material to the Site (including, without limitation, written material comments or reviews) you hereby grant to us a worldwide, non-exclusive license to use that material in any media and, specifically, to make that material available via the Site and other third-party platforms, media channels and/or distribution or performance methods. You further agree to waive your moral rights for the purposes of this license. We reserve the right to cut, edit, crop or arrange your material as necessary for purposes related to the Site, and to remove the material at any time. 10. User Disputes. We are not responsible for any disputes or disagreements between you and any third party you interact with using the Site. You assume all risk associated with dealing with third parties. You agree to resolve disputes directly with the other party. You release Represent of all claims, demands, and damages in disputes among users of the Site. You also agree not to involve us in such disputes. Use caution and common sense when using the Site. 11. Disclaimer. We do not represent or guarantee the truthfulness, accuracy, or reliability of content, posted by third parties. By using the Site you accept the risk that you might be exposed to content that is objectionable or otherwise inappropriate. We may change, suspend, or discontinue any aspect of the Site at any time, including hours of operation or availability of the Site or any feature, without notice or liability. We make no promises and disclaim all liability of specific results from the use of the Site. “Released Parties” include Represent and its affiliates, officers, employees, agents, partners, and licensors. YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES LISTED ON THE SITE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. (B) THE RELEASED PARTIES MAKE NO WARRANTY THAT (i) THE SITE WILL MEET YOUR REQUIREMENTS, (ii) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY GOODS OR SERVICE AVAILABLE ON THE SITE WILL MEET YOUR EXPECTATIONS, OR (v) ANY ERRORS IN THE SITE WILL BE CORRECTED. AND © ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE THAT RESULTS FROM THE USE OF ANY SUCH MATERIAL. 12. Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASED PARTIES WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE RELEASED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SITE. (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE SITE. (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA. (iv) STATEMENTS OR CONDUCT OF ANY USER OR THIRD PARTY ON THE SITE; (v) YOUR RELIANCE ON CONTENT MADE AVAILABLE BY US. OR (vi) ANY OTHER MATTER RELATING TO THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU. TO THE FULLEST EXTENT POSSIBLE BY LAW, THE RELEASED PARTIES’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SITE OR YOUR USE OF ANY CONTENT MADE AVAILABLE BY US, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED $100. 13. Indemnity. You agree to indemnify Represent for any loss or damage that may be incurred by Represent, including without limitation legal fees, arising from any breach by you of any warranty or other term herein or your misuse of any material or information obtained through the Site. You further undertake to indemnify Represent for all loss or damage incurred by Represent in relation to any third party claim against Represent for infringement of intellectual property rights arising in relation to your provision of materials to the Site. 14. Termination of this Agreement. You may close your registration account at any time in accordance with the account closing procedures set out on the Site. Represent may at any time terminate this legal Agreement if, in our sole discretion, we believe that you may have breached (or acted in a manner indicating that you do not intend to or are unable to comply with) any term herein, or if we are legally required to do so by law, or if continuation is likely to be no longer commercially viable. 15. Trade Marks. The brands, products and service names used or appearing within the Site (including, without limitation, “Represent”) are the trademarks or trade names of Represent or its trading partners, including without limitation Talent, unless otherwise stated. You may not distribute products or offer services under or by reference to or otherwise use or reproduce any such trade marks, trade names or taglines without the prior written permission of Represent. 16. Hacking. You agree and undertake not to attempt to damage, deny service to, hack, crack, reverse-engineer, or otherwise interfere (collectively, “Interfere”) with the Site in any manner. If you in any way Interfere with the Site, you agree to pay all damages incurred by Represent. Represent will cooperate with the authorities in prosecuting any User who Interferes with the Site or otherwise attempts to defraud Represent or any other parties through User’s use of the Site or services provided via the Site. Represent reserves the right to deny any or all access or service to any User for any reason, at any time, at our sole discretion. User agrees that we may block User’s IP address or addresses at any time, and at our sole discretion to disallow User’s continued use of the Site. We reserve the right to take any action we may deem appropriate in our sole discretion with respect to violations or enforcement of the terms of this Agreement, and we expressly reserve all rights and remedies available to us at law or in equity. 17. Feedback. We appreciate hearing from our users and welcome your comments regarding the Site. Please be advised, however, that if you send us creative ideas, suggestions, inventions, or materials (“Creative Ideas”), we will (a) own, exclusively, all now known or later discovered rights to the Creative Ideas. (b) not be subject to any obligation of confidentiality and will not be liable for any use or disclosure of any Creative Ideas. and © be entitled to unrestricted use of the Creative Ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person. 18. Links to Us. We grant to you a limited, revocable, and nonexclusive right to create a hyperlink to our publicly available website(s), subject to the terms hereof, provided that the link does not portray us or our products or services in a false, misleading, derogatory, or offensive matter, and provided you do not i-frame them or alter the content therein or in any way imply a relationship therewith. You may not use any logo, trademark, or tradename that may be displayed on this site or other proprietary graphic image in the link without our prior written consent. 19. Links to Third Parties. As a convenience to you, we may provide, in or through the Services, one or more links to third party web sites or services and/or provide email contacts respecting third parties. We make no endorsement of such third parties, nor any representation or warranty regarding anything that takes place between you and any such third parties, including, without limitation, visits to third party web sites, services, email correspondence with third parties, and business or other transactions with third parties found through the Services. Please understand that such third parties are independent from and not controlled by us, even if, for example, a Represent link or logo appears on a website linked from this website or our other Services. It is up to you to read those third party sites’ applicable terms of use, privacy, and other applicable policies. For example, without limitation, we may outsource operation of certain aspects of our Services to one or more third parties, and they may have access to certain data by virtue of operating such Services, subject to their own policies.&nbsp. 20. No Assignment. You may not assign this Agreement or any obligation without the prior written consent of Represent. 21. Intellectual Property Infringement. Represent respects the rights of content owners and expects its Users to do the same. If you believe any Content on the Site infringes your copyrights please follow the process set forth at https://represent.com/dmca, and if you are a Seller, please take careful note of the DMCA compliance policy. Your account will be terminated if, in our reasonable opinion, you are determined to be a repeat infringer (or otherwise have been the subject of more than one valid copyright notice or other Take Down request which has not been successfully rebutted). 22. No Partnership. Your use of the Site and/or its content creates no partnership, client, fiduciary or other professional relationship. 23. Entire Agreement. This Agreement constitutes the entire agreement between the parties on the subject matter hereof. There are no understandings, agreements, or representations, oral or written, not specified herein regarding this Agreement. 24. Severance. If any part, term, or provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, unenforceable, or in conflict with any relevant law, the remaining portions or provisions shall still remain valid and continue in full force and effect. 25. No Waiver. No waiver, express or implied, by either party of any term or condition or of any breach by the other of any of the provisions of this Agreement shall operate as a waiver of any breach of the same or any other provision of this Agreement. 26. Variation. This Agreement may be varied from time to time by our posting new terms on the Site, and any such amendment will be applicable to all Users from the date and time such revised terms have been posted on the Site. User’s continued use of the Site or services constitutes agreement with and acceptance of any such amendment or other changes. 27. Law and Jurisdiction. This Agreement shall be governed by and will be construed in accordance with the laws of the State of Delaware. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the Courts of the State of Delaware. 28. Arbitration and Class Action Waiver. THIS SECTION CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER. IT AFFECTS YOUR RIGHTS ABOUT HOW TO RESOLVE ANY DISPUTE WITH US. Except if you opt-out as expressly permitted below, or except to the extent contrary to applicable law (“Excluded Disputes”), you hereby agree that all disputes between you and us (whether or not such dispute involves a third party) with regard to your relationship with us, including without limitation disputes related to these Terms, your use of the Service, and/or rights of privacy and/or publicity, may, in our discretion, be resolved by binding, individual arbitration under the American Arbitration Association’s rules for arbitration of consumer-related disputes and you hereby expressly waive trial by jury. As an alternative, you may bring your claim in your local “small claims” court, if permitted by that small claims court’s rules. You may bring claims only on your own behalf. You agree that you shall not participate in any class action or class-wide arbitration for any claims covered by this Agreement. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if we are a party to the proceeding. This dispute resolution provision will be governed by the US Federal Arbitration Act, to the extent permissible. In the event the American Arbitration Association is unwilling or unable to set a hearing date within one hundred and sixty (160) days of filing the case, then either we or you can elect to have the arbitration administered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms of Use.  You may opt out of this agreement to arbitrate. If you do so, neither you nor we can require the other to participate in an arbitration proceeding. To opt out, you must notify us in writing within 30 days of the date that you first became subject to this arbitration provision. You must use this address to opt-out: legal@represent.com. You must include your name and residence address, the email address you use for your account with us, and a clear statement that you want to opt out of this arbitration agreement.  If and to the extent the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then such preceding language in this Arbitration section will be null and void. This arbitration agreement will survive the termination of your relationship with us. 29. Notice for Users in California. Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at Represent Holdings, LLC 1680 North Vine Street, Suite 400, Los Angeles, CA 90028. 30. International Users. The Services are controlled, operated and administered by us from within the United States. We make no representation that this site is available for access or use at other locations outside the U.S. However, any access or use from outside the U.S. is still subject to this Agreement. Access to the Services is expressly prohibited from territories where this site or any portion thereof is illegal. You agree not to access or use any information or materials on the Services in violation of U.S. export laws and regulations, or in violation of any laws or regulations in the country from which you are accessing the Services.  Any personal information which we may collect via the Services may be stored and processed in our servers located in the United States or in any other country in which we, or our affiliates, subsidiaries, or agents maintain facilities. You consent to any such transfer of personal information outside your country of residence to any such location. ## Additional Terms &nbsp. Buyer Terms &gt. In addition to the Terms set forth above, as a Buyer on the Site you agree to the following Buyer Terms. 1. The Represent Store. Using the Site’s online store, you may purchase some or all of the following (individually and collectively defined as “Products”): (A) T shirts and/or other clothing items. (B) hats and/or shoes and/or footwear. and ©. other physical or virtual products that may be available via the Site from time to time. Please note that all orders are subject to availability and we may withdraw Products from the Site at any time, sometimes at short notice. Represent endeavors to print and ship the exact item ordered, however this is not always possible - so if there are any inventory or stock issues that prevent delivering the exact item ordered, we may send you a near alternative for you to consider. Please note that the Products are not reserved for you until you have completed the checkout process. Certain Products may be subject to additional terms. 2. Prices and Payment. Product prices (and any delivery costs) are as set out on the relevant pages of the Site (except in cases of obvious error). Such amounts are subject to change at any time. We may change the minimum prices for Products at any time by posting new minimum prices on the Site. You are responsible for payment of sales tax or VAT and any other applicable import duties and taxes that may be levied once the Products reach your country. Represent endeavors to ensure that all prices on the Site are accurate, however errors do sometimes occur. We will normally verify the applicable price in each instance as part of the Order Confirmation. If a pricing error is found in your order, we will contact you as soon as possible and offer you the option of reconfirming your order at the correct price or cancelling your order. If you choose to cancel your order for this reason, we will refund or re-credit you for any sum that has been paid by you or debited from your debit/credit card for the Products. If we are unable to contact you, we will treat the order as cancelled. 3. Credit Cards. Payment for all Products may be by credit or debit card. We accept payment with Visa, Visa Debit, Mastercard, Maestro, Discover and American Express. In most circumstances you will not be charged i.e. funds will not be debited from your card or account until the campaign goal is reached. At our discretion we may decide to produce and fulfill some products even when the campaign goal is not met. Purchasers will be notified when this is the case. All credit/debit cardholders are subject to validation checks and authorization by the card issuer. If your card issuer refuses to authorize payment, your order will be cancelled and we will not be liable for any delay or non-delivery. We are not obliged to inform you of the reason for the refusal. We are not responsible for your card issuer or bank charging you as a result of us processing of your credit/debit card payment in accordance with your order. By using your credit or debit card, you confirm that the card is yours and that there are sufficient funds or credit available to cover the charges. 4. Acceptance. By placing an order through the Site, you warrant that you are legally capable of entering into binding contracts and that you agree to be bound by this Agreement. To place an order, you will be required to provide complete and accurate personal details on the order form. This will include some or all of the following: first name, surname, email address, telephone number, invoicing and delivery address. After placing an order, you may receive an e-mail from us acknowledging receipt of your order. Please note that this email is an acknowledgment and does not mean that your order has been accepted. Your order constitutes an offer to buy a Product on these terms and conditions. All orders are subject to acceptance by us and we will confirm such acceptance by sending you a personal order confirmation e-mail (“Order Confirmation”). The sale and purchase contract between us will only be formed when we send you the Order Confirmation. We reserve the right to reject your order for any reason prior to acceptance. 5. Right of Cancellation. Failure to comply with the return obligations under this Agreement may result in a deduction by us of the cost of recovering the unreturned Product(s). Any returns of faulty items will be processed at our sole discretion according to the condition of the returned Product(s). We will not be liable to you for failures, defects or delays in delivery caused by: (a) your provision of incorrect information. (b) your mailbox being full or otherwise unable to receive goods. © your failure to comply with instructions for use of the Service. and/or (d) an event which is outside of our reasonable control. This provision does not affect your statutory rights as a consumer. 6. Delivery. Deliveries to addresses outside the USA may incur additional delivery charges as itemized during the checkout process. Your order will be delivered during normal business hours, once payment has been made, to the address provided on the checkout page. Deliveries may require a signature on delivery. Orders typically ship within a short time following the conclusion of a campaign. We are not responsible for non-delivery if you have entered your address incorrectly or if you have used foreign alphabet or non-English language characters. Risk passes to you once delivered, but Products shipped to any non-card registered address are sent entirely at your risk. Please note that no title of the relevant goods shall pass to you until payment has been received in full and delivery has been completed. Ownership of the Products will pass to you when we receive full payment of all sums due in respect of the Products, including any applicable delivery charges. Your statutory rights are not affected. 7. Damaged Products. Products will be your responsibility from the time of delivery. Therefore, if the packaging is damaged at the time of delivery, please check the package in the presence of the carrier in order to verify the condition of the Products. In the unlikely event a Product is damaged or lost in transit, please make a note on the delivery slip and contact customer services and we shall endeavor to supply a replacement as soon as possible. If we cannot supply an identical Product, we will offer you an alternative similar Product and/or issue a credit note. 8. Refunds. In addition to your statutory rights, if you are not completely satisfied with your purchase, you may return it to us (with proof of purchase) within thirty (30) days of receipt and we will arrange for an exchange (subject to availability), or a refund if the product is technically-faulty, if the quality of printing is manifestly poor and/or if the printing does not match the relevant display on the Site at the time of purchase, or if the product is otherwise materially different than as presented in the applicable campaign. In these circumstances you may be responsible for the cost of returning the Product to us in an undamaged condition. Please note that this right to exchange or refund may not apply to some personalized Products. If you are resident within the European Union, you also have a right to return for refund within the 14-day “Cooling-Off” period. If you request a return for any other reason, we may require you to ship the Product to us and may examine the returned Product. We will notify you of any applicable refund right via e-mail within a reasonable period of time. 9. Samples. Products displayed on the Site are intended for demonstration or illustrative purposes only. Represent endeavors to display colors accurately, however we cannot guarantee that your device’s display of the colors accurately reflects the color of the Products. In relation to color, size and proportion, actual Products may vary from images on the Site. 10. Additional Terms for European Users Our liability: Nothing in these Terms of Service shall limit or exclude our liability to you: - for death or personal injury caused by our negligence. - for fraudulent misrepresentation. or - for any other liability that, under consumer protection or other law, may not be limited or excluded. Subject to this, if you are a consumer and not a business customer, in no event shall we be liable to you for any business losses, and if you are a business customer, in no event shall we be liable to you for any indirect or consequential losses, or for any loss of profit, revenue, contracts, data, goodwill or other similar losses, and any liability we do have for losses you suffer arising out of or in relation these Terms or the Service shall not, exceed the amount you have paid Represent or Represent has paid you in the last six (6) months, or, if greater, one hundred Euros (€100) and is strictly limited to losses that were reasonably foreseeable. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Buyer Terms that is caused by events outside our reasonable control. Prices. Costs: Prices include VAT but exclude delivery costs, which will be automatically added (at the cost shown) to the total amount due as set out when you view the items in your shopping basket, once you have selected your chosen different delivery method. Faulty Merchandise: If you are a consumer, once we accept your order for merchandise we are under a legal duty to supply products (including digital products) that are in conformity with these Terms. If any merchandise you order is damaged or faulty when delivered to you or has developed a fault, you may have one or more legal remedies available to you, depending on when you make us aware of the problem, in accordance with your legal rights. If you believe any merchandise was delivered damaged or faulty or has developed a fault, you should inform us as soon as possible, preferably in writing, giving your name, address and order reference. Nothing in this section affects your legal rights. &nbsp. Seller Terms &gt. The Service allows sellers to create Product campaigns and sell custom physical and digital merchandise and apparel through those campaigns (each a “Campaign”). In addition to the Terms set forth above, as a Seller on the Site you agree to the following Seller Terms. 1. Groups, Schools, Associations and Clubs. If you are registering with us as a group, school, association or club, only one member may register as a Seller to upload content and, as that chosen member, you hereby warrant, represent and guarantee that you personally have the authority to represent and legally bind all members of your organization. Please note that if you intend to trade as a business on Represent, you must comply with all applicable laws relating to business trading (including without limitation tax requirements where required). 2. Content For Sale. The Content that you provide to us to be made available for sale via the Site (your “Content For Sale” and when printed on raw goods sold as “Products”) shall be subject to this Seller Agreement. Represent reserves the right to make available or withdraw any items at any time in our sole discretion. Please note that Represent may offer individual items or bundles/collections of Content For Sale or Products to Users. 3. Grant of Rights in Your Content. When you submit Content to the Site YOU HEREBY APPOINT REPRESENT AS A SELLER of that content AND GRANT TO US A WORLDWIDE LICENSE to use that design material in any media and, specifically, to make that material available for sale via the Site and via mobile phone networks and any other third-party platforms, media channels and/or distribution methods. For the avoidance of doubt, such grant includes (without limitation) a perpetual and irrevocable license for Represent to allow Users to purchase and retain the Products. You further agree to waive your moral rights for the purposes of this license. Where necessary, we reserve the right to cut, edit, crop or arrange your material as necessary for purposes related to the Site, and to remove the material at any time. Unless you have requested otherwise, your name and/or the name of your organization may be published alongside your Content. If you do not want to grant these rights, please do not submit your content to the Site. 4. Withdrawal of Content. You may withdraw your Campaign or any individual item of your Content on not less than thirty (30) day’s notice by emailing us at campaigns@represent.com and specifying the relevant items but please note that any Product orders manufactured using your Content before the expiration of such notice period will be charged to you at cost price. If there is a change of circumstance after delivery of an item to Represent which results in your knowledge or reasonable belief that you no longer have the rights necessary to authorize Represent to use such item(s), then you must notify us immediately – but please note that your liability for your Content will be unaffected. 5. Printing of Products. Please note that, in most circumstances, we may proceed with printing of Products when a minimum of fifty (50) orders for a Product have been accepted. 6. Originality. You warrant that all materials you submit to the Site are original and do not infringe the rights of any third party and that you have the right to grant the licenses herein. You also warrant that the material complies with our Objectionable Content Policy posted above. Further, we will be entitled at our discretion to remove or withdraw without warning any item(s) of content posted or transmitted to, from or via the Site which, in our opinion, is objectionable or does not comply with these terms and conditions in any way and we disclaim any liability for such removal. 7. Purchase Prices. Once posted on the Site, your Products will be available for purchase by Users for not less than the specific price selected by you for each specific item at the time of upload. You may select any price for your Product subject to a minimum purchase price equal to the applicable cost price displayed on the Site at the time you create the Campaign (inclusive of sales tax, where applicable). 8. Proceeds. Represent shall pay you all of the Net Revenues received by Represent from purchases of your Products via the Site (“Seller Proceeds”). For calculation of the Seller Proceeds, the “Net Revenues” shall be the amount we receive from purchasers of your Product(s), less: sales tax (where applicable) and the cost price displayed on the site at the time you created the relevant campaign less 2.4% of this amount (for payment processing services). The suggested revenue displayed at the time of creating the campaign is the minimum you will receive from a campaign, but if you sell more than the target number of items, you will be offered a reduced cost price. All Seller Proceeds shall be paid to you exclusive of any applicable tax. All sums payable to Sellers shall be paid only to the Seller’s registered bank account. 9. Payments. Payment of Seller Proceeds shall be made to the bank account for which you provided details during or after your campaign in the payouts dashboard and selected as your preferred bank account. Please note that such Seller Proceeds shall expire (and not be payable to you) if not paid out or collected by you within one (1) year after the close of the relevant campaign. You will be able to draw the funds from your Represent account to your PayPal account 24 hours after the end of the campaign. 10. Accounting. Copies of relevant accounts of Represent (as they relate to Seller and the terms hereof) shall be supplied on written request of not less than thirty (30) days, provided such right is not exercised more than once per year. Each statement shall be deemed accepted by you if not queried within one year. Represent shall not be required to provide any accounting for any period in which less than one-hundred dollars (US$100) is payable. 11. Chargebacks. A chargeback occurs when purchasers of your Products contact their bank or credit card company directly to dispute a charge. A chargeback can happen for a variety of reasons, including unauthorized use of a financial instrument, double billing, or non-receipt of a product. Represent will pass on the cost of chargebacks to you if they happen within 90 days of the original transaction. Beyond 90 days, Represent will be responsible for the chargebacks unless:  &nbsp. 1. We determine you accepted that payment after breaching Represent rules or policies. or  &nbsp. 2. Your chargeback rate for any one of the prior three months exceeds 5% of your total transaction volume for that month. Chargebacks will be deducted from the net amount you are able to withdraw to your chosen bank account after a successful campaign. 12. Warranties. BY UPLOADING CONTENT FOR SALE, YOU WARRANT TO REPRESENT THAT: - ALL CONTENT IS ORIGINAL: All material in your design content is entirely your own original work (or, where you are representing a group, school, association or club, the original work of such group, school, association or club) and that all your members have given you express permission to make that content available for sale via Represent). For the avoidance of doubt, you further warrant that the Content for Sale uses no third-party material or other images or text from any other source (unless you have notified us of such use and provided evidence of the necessary permissions and licenses). - NO INFRINGEMENT: The inclusion and use on the Site of all Content will not infringe the Copyright or any other Intellectual Property Rights or Moral Rights of any third party. - NOT DEFAMATORY: The Content is not defamatory and its use will not infringe any publicity or personality rights of any person. - NO EARLIER CONTRACTS: You are not (and will not be) in breach of any earlier commissioning or other contract with any third party by uploading or making available the Content For Sale or by entering into or granting any rights or performing any obligations under this Seller Agreement. - NO COPYING FROM OTHER REPRESENT CAMPAIGNS: You must not copy any artwork or slogans from earlier campaigns on Represent or other sites. Please note that we will consider any complaint made about or against any other uploaded design and, in our discretion, we may reject and remove any infringing or objectionable content. <ol> <li> Charities/Fundraising. Payments to Groups, Schools, Associations or Clubs. You, as the registered Seller, shall be solely responsible for any and all payments to other members of your organization and to any other relevant beneficiaries. You represent and warrant that any Campaign you create that implicitly or explicitly relates to a charity or fundraising effort is authorized by such charity or fundraising effort, and you will ensure that your listing description clearly and accurately states the percentage of proceeds that will be donated and to whom those proceeds will be donated. 14. Indemnity. In addition to any indemnity obligation in the Terms, you hereby indemnify Represent (together with its associated, subsidiary and affiliated companies) and shall hold us harmless from and against any and all liability, loss, damages, costs, legal costs and disbursements, professional and other expenses of any nature whatsoever incurred or suffered by it, arising by reason or in consequence of any breach by you of any of the warranties, representations and/or obligations set out above. You further agree to indemnify Represent (together with its associated, subsidiary and affiliated companies) for any loss or damage that may be incurred by Represent, including without limitation legal fees, arising from any misuse by you of any material or information obtained through the Site and/or arising in relation to any third party claim against Represent for infringement of intellectual property rights in the Content. 15. Disputes. If a dispute should arise between Represent and a purchaser involving your Product, Represent will seek to resolve such dispute as fairly and reasonably as possible. If we resolve such a dispute in the purchaser’s favor, however, we reserve the right in our sole discretion to remove funds from the relevant Seller account to reimburse the purchaser for the cost of the item(s) or, where insufficient funds are available, directly refund the purchaser and invoice the Seller for an amount equivalent to the sum we paid to the purchaser. 16. Termination of Campaign. You may terminate any Campaign at any time by sending an email (marked “Termination Notice”) to campaigns@represent.com, and Represent will use commercially reasonable efforts to terminate within a reasonable amount of time following such notice. Represent may at any time terminate a Campaign or this Agreement if, in our sole discretion, we believe that you may have breached (or acted in a manner indicating that you do not intend to or are unable to comply with) any term herein, or if we are legally required to do so by law, or if continuation is likely to be no longer commercially viable. Termination of this Seller Agreement will not release either party from any of its obligations hereunder which are intended to have a continuing effect. 17. __Retargeting. Represent offers users the ability (through the Marketing tab on the dashboard) to run campaigns re-targeting consumers based on data that has been collected through the Represent platform. Represent works with a third party vendor called Unite and its partner AppNexus to collect and manage such data and deliver the targeted advertisements on unaffiliated websites around the Internet. By using the marketing and retargeting feature, you agree that in addition to these terms and conditions, your activities shall be governed by http://www.appnexus.com/en/company/platform-privacy-policy#choices–and that Represent, Unite and/or AppNexus have the right to insert an opt-out mechanism on your advertisements.</li> </ol> &nbsp. REPRESENT CONNECT &gt. In addition to the Terms set forth above, the Represent Connect service is subject to the below terms: 1. Through our Site, you may obtain personalized fan videos (each a “Represent Connection”) from your favorite actors, athletes, creators and musicians (each “Talent”). You may submit a request to Talent for a Represent Connection that is personalized for you or a third party that you identify as a recipient (“Recipient”). 2. You acknowledge and agree that the Talent has sole discretion to determine how to fulfill your request and the content of the Represent Connection created, and may not follow your request exactly. We reserve the right to reject any request in our sole discretion. The Talent has up to seven days (at our sole discretion) to fulfill or decline your request. Once your request is placed, your payment method will be charged the amount specified on the Talent’s booking page on our Site at the time you submitted the request. If we or Talent are unable to fulfill your request, your payment will be refunded. 3. Represent Connections are licensed, not sold. You are buying the right (or license) to use it, not the actual Represent Connection itself. Subject to your payment in full, the Talent hereby grants to you the following limited rights to use the Represent Connection solely for your own personal, non-commercial, and non-promotional purposes, subject to these Terms: a non-exclusive, royalty-free, fully paid, worldwide, sublicensable, revocable license to use, reproduce, distribute, and publicly display that Represent Connection, in any and all media (for example, on social media platforms), whether now known or hereafter invented or devised. If you make a request for promotional content for your business, if Talent agrees to fulfill, Talent may direct, in its sole discretion, a more specifically limited right and license for such use. Please contact us at support@represent.com if you have any questions. 4. You may not sell, re-sell, or encumber your rights in any Represent Connection. You may sublicense your rights in a Represent Connection only to the extent necessary for you to use the Represent Connection as permitted under these Terms (for example, sharing it (if it is not a Promo Represent Connection) with friends on a social media platform or sending it to a Recipient for personal, non-commercial, and non-promotional purposes as set forth above). 5. You may use a Represent Connection only in accordance with these Terms. We may terminate all or part of the foregoing licenses at any time for any reason. We reserve the right to remove a Represent Connection from our Site at any time for any reason without any notice to you or direct you to remove from any public display (which may include social media platform) and you shall promptly comply… 6. Acknowledgement. You acknowledge and agree that: a. Represent will not be liable or responsible for any Represent Connection or other offering requested by you or any Submission (defined below) you make. b. you have no expectation of privacy with respect to any Represent Connection requested by you or any Submission (defined below) you make, and that you will not make any request or Submission that infringes on the privacy or other rights of a third party. c. if you breach any provisions of these Terms, we may terminate your access to our Site, or we remove or ban you (or any Site account you created or control), and your license to use any Represent Connection, or other offering under these Terms terminates and you must: promptly remove all copies of any Represent Connection, or other offering in your possession or control, including from any social media platform. notify any Recipient of the termination and instruct them to do the same, and take any other action we reasonably request, including identifying each Recipient. and d. without limiting any of our rights, any request you submit through our Site may be rejected by us or by Talent. if that happens more than once, we may terminate your access to our Site, remove or ban you (and any Site account you created or control), or take other appropriate action in Represent’s sole discretion, including terminating your license to use any Represent Connection or other offering under these Terms and requiring you to take the actions outlined in Section 6.d. 7. Ownership a. You acknowledge and agree that each Represent Connection or other offering from Talent is owned by the Talent who created it. b. You hereby grant to us a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised (including social media platforms), to use, reproduce, license, distribute, modify, adapt, reformat, publicly perform, publicly display, create derivative works of, and otherwise use the following for the purposes of operating and providing our Site, developing and improving our products and services, and advertising, marketing, and promoting our Site and our products and services: (i) any request (video, text, or otherwise) that you make or send to any Talent, including information concerning any Recipient. and (ii) any submission that you make to Represent, whether through our Site, a social media platform, third party website, or otherwise, including a reaction video, idea, intellectual property, publicity rights, Feedback (defined below), review, photo, video, email, text, post, or other communication, whether relating to you, or a third party (i) and (ii) each, individually, and collectively, a “Submission”). You represent and warrant that you either: (x) own all rights to any Submission. or (y) have all rights necessary, including with respect to any third party that contributed to, is included in, or is referred to, in any Submission, to grant to us the foregoing rights. You will not make any Submission that is confidential or proprietary or that contains or includes any information that you do not have the right to disclose or that you or any Recipient do not wish to be disclosed. Represent will not be responsible or liable for any use or disclosure of a Submission, including any personal information belonging to you, a Recipient, or a third party. c. We may, for any reason, refuse to accept or transmit a Submission or refuse to remove a Submission from our Site. Further, we reserve the right to decide whether a Submission violates these Terms and may, at any time, without notice to you and in our sole discretion, remove your Submission, terminate your access to our Site, remove or ban you (and any Site account you created or control), or take other appropriate action in our sole discretion for violation of these Terms. d. You hereby waive any and all moral rights or “droit moral” that you may have in any Submission, and you represent and warrant that no third party has any moral, “droit moral,” or other rights in Submission.