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      Terms and Conditions

      Last Modified on May 24, 2023

      Acceptance of the Terms and Conditions

      These Terms and Conditions are entered into by and between You, including all corporate affiliates, and SwagHub, Inc. (“Company,” “we,” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, “Terms and Conditions”), govern your access to and use of www.swaghub.com, app.swaghub.com, and store.swaghub.com (collectively, the “Website”), including the (a) e-commerce subscription services; (b) graphic design subscription services; and (c) custom merchandise production subscription services (collectively, the “Subscription Services”), or other services offered on or through the Website. Please read the Terms and Conditions carefully before you start to use the Website.

      BY USING THIS WEBSITE OR PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS.

      YOU MAY NOT USE THIS WEBSITE, OR ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT AT LEAST 18 YEARS OF AGE, OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH SWAGHUB, INC., OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.

      By using this Website, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Website.

      Use of the Website

      1. Changes to the Terms and Conditions. We may revise and update these Terms and Conditions from time to time in our sole discretion. All changes are effective immediately when we post them. Your continued use of the Website following the posting of revised Terms and Conditions means that you accept and agree to the changes. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.
      2. Changes to the Website. We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.
      3. Information About You and Your Visits to the Website. All information we collect on this Website is subject to our Website Privacy Policy. By using the Website, you consent to all actions taken by us with respect to your information in compliance with the Website Privacy Policy.
      4. Reliance on Information Posted.
        1. The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.
        2. This Website may include content provided by third parties, including materials provided by other Subscribers (as defined in “Use of Subscription Services and Product Orders” Section 2), users, bloggers, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties. 
      5. Linking to the Website and Social Media Features.
        1. You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part. This Website may provide certain social media features that enable you to:
          1. Link from your own or certain third-party websites to certain content on this Website.
          2. Send e-mails or other communications with certain content, or links to certain content, on this Website.
          3. Cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.
        2. You may use these features solely as they are provided by us and solely with respect to the content they are displayed with. Subject to the foregoing, you must not:
          1. Establish a link from any website that is not owned by you.
          2. Cause the Website or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking, or in-line linking, on any other site.
          3. Link to any part of the Website other than the homepage.
          4. Otherwise, take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms and Conditions.
        3. You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice. We may disable all or any social media features and any links at any time without notice at our discretion.
      6. Links from the Website. If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
      7. Geographic Restrictions. The owner of the Website is based in the State of Texas in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
      8. Trademarks. The Company name, the terms “SwagHub” and “Spread the Word”, the Company logo, and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on this Website are the trademarks of their respective owners.
      9. Intellectual Property.
        1. The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection, and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. Subject to the terms of your Account and the Subscription Services (as defined in the “Use of the Subscription Services” sections), these Terms and Conditions permit you to use the Website for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on our Website.
      10. Prohibited Uses.
        1. You may use the Website only for lawful purposes and in accordance with these Terms and Conditions. You agree not to use the Website:
          1. In any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
          2. For the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
          3. To transmit, or procure the sending of, any advertising or promotional material, including any "junk mail," "chain letter," "spam," or any other similar solicitation.
          4. To impersonate or attempt to impersonate the Company, a Company employee, another user, or any other person or entity (including, without limitation, by using e-mail addresses associated with any of the foregoing).
          5. To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm the Company or users of the Website, or expose them to liability.
        2. Additionally, you agree not to:
          1. Use the Website in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party's use of the Website, including their ability to engage in real-time activities through the Website.
          2. Use any robot, spider, or other automatic devices, process or means to access the Website for any purpose, including monitoring or copying any of the material on the Website.
          3. Use any manual process to monitor or copy any of the material on the Website, or for any other purpose not expressly authorized in these Terms and Conditions, without our prior written consent.
          4. Use any device, software, or routine that interferes with the proper working of the Website.
          5. Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
          6. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Website, the server on which the Website is stored, or any server, computer or database connected to the Website.
          7. Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
          8. Otherwise attempt to interfere with the proper working of the Website.

      Use of the Subscription Services and Product Orders

      1. Account Terms.
        1. To access and use the Subscription Services, you must register for a Company account (“Account”). To complete your Account registration, you must provide us with your full legal name, business address, phone number, valid email address, and any other information indicated as required. Company may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.
        2. You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Subscription Services to open an Account.
        3. You acknowledge that Company will use the email address you provide when opening a Subscription Account, or as updated by you from time to time, as the primary method for communication with you (“Primary Email Address”). You must monitor the Primary Email Address you provide to Company and your Primary Email Address must be capable of both sending and receiving messages. Your email communications with Company can only be authenticated if they come from your Primary Email Address.
        4. You are responsible for keeping your password secure. Company cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
        5. Technical support in respect of the Subscription Services is only provided to registered Subscribers. Questions about the Terms and Conditions should be sent to support@swaghub.com.
        6. You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of the Subscription Services, use of the Subscription Services, or access to the Subscription Services without the express written permission by Company.
        7. You agree not to work around, bypass, or circumvent any of the technical limitations of the Subscription Services, use any tool to enable features or functionalities that are otherwise disabled in the Subscription services, or decompile, disassemble, or otherwise reverse engineer the Subscription Services.
        8. You agree not to access the Subscription Services or monitor any material or information from the Subscription Services using any robot, spider, scraper, or other automated means.
        9. You understand that your Subscriber Materials may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. “Subscriber Materials” means your trademarks, copyright content, any products, or services you sell through the Subscription Services (including description and price), and any photos, images, videos, graphics, written content, audio files, code, information, or other data provided or made available by you or your affiliates to Company or its affiliates.
      2. Account Activation.
        1. Subject to Section 2(b), the person signing up for the Subscription Services by opening an Account will be the contracting party (“Subscriber”) for the purposes of our Terms and Conditions and will be the person who is authorized to use any corresponding Account we may provide to the Subscriber in connection with the Subscription Services. You are responsible for ensuring that the legal name of the company that owns a commerce store created using the Subscription Services (each, a “Store”) is correct and clearly visible on the Store’s website.
        2. If you are signing up for the Subscription Services on behalf of your employer, your employer will be the Subscriber. If you are signing up for the Subscription Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms and Conditions. Your Store can only be associated with one Subscriber. A Subscriber may have multiple Stores.
      3. Order Acceptance and Cancellation. As a Subscriber or Customer (as defined in Section 6(d)), you agree that your order is an offer to buy, under these Terms and Conditions, access to an Account, access to the Subscription Services, and all other custom products and services offered by Company and listed in your order. All orders must be accepted by us and we will not be obligated to issue an Account to you, allow you to access the Subscription Services, or sell any other products or services to you. We may choose not to accept any orders at our sole discretion. After having received your order, we will send you a confirmation email with your order number and details of the services or items that are ordered. Acceptance of your order and the formation of the contract of sale between the Company and you will not take place unless and until you (a) have paid the full order amount, including any initial fees associated with your Account and any applicable Subscription Fees (as defined in Section 4(c) of Use of Subscription Services and Products Orders); and (b) received your order confirmation email. Once the confirmation email is sent, the sale is final and any order cancellations must be made pursuant to Section 5 of Use of Subscription Services and Product Orders.
      4. Prices, Fees, and Taxes
        1. All prices posted on this Website are subject to change without notice. The price charged for an Account, access to the Subscription Services, or a product will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your service or merchandise total and will be itemized in your shopping cart and in your order confirmation email. For Subscribers or Customers (as defined in Section 6(d)) ordering from outside the United States, all product prices are net of local taxes and fees unless otherwise indicated. If, according to applicable law, the services or goods are subject to sales taxes, import duties, import brokerage fees, or other taxes or fees in the recipient’s country and if these are not already collected at checkout, then the Subscriber has the sole responsibility to pay these taxes and fees. We are not responsible for pricing, typographical, or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors.
        2. Terms of payment are within our sole discretion and payment must be received by us before our acceptance of an order and issuance of an Account. We accept debit card, direct debit, credit card, or other payment methods for all purchases. You represent and warrant that (i) the credit card or other payment information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card or other payment method for the purchase, (iii) charges incurred by you will be honored by your credit card company or other financial institution, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any. Company may, in its sole discretion, sub-contract third-parties to securely process payments for products and services offered on and through the Website.
        3. As a Subscriber, you will pay the fees applicable to your Account (“Subscription Fees”) and any other applicable fees, including but not limited to applicable fees relating to the value of sales made through your Store when using all payment providers other than Company (“Transaction Fees”), and any fees relating to your purchase or use of any products or services such as shipping, apps, themes, domain names, or service add-ons (“Additional Fees”). Together, the Subscription Fees, Transaction Fees, and the Additional Fees are referred to as the “Fees”.
        4. As a Subscriber, you must keep a valid payment method on file with us to pay for all incurred and recurring Fees. Company will charge applicable Fees to any valid payment method that you authorize (“Authorized Payment Method”), and Company will continue to charge the Authorized Payment Method for applicable Fees until your Account is terminated pursuant to Section 5 of Use of Subscription Services and Product Orders and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments will be in U.S. currency.
        5. Subscription Fees are paid in advance and will be billed in thirty (30) day intervals (each such date, a “Billing Date”). Transaction Fees and Additional Fees will be charged from time to time at Company’s discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which may be sent to the Subscriber via the Primary Email Address provided or made available in the Subscriber’s Account. Subscribers have approximately one (1) week to bring up and settle any issues with the billing of Subscription Fees. If any issues exist, please contact us at support@swaghub.com.
        6. If we are not able to process payment of Fees using an Authorized Payment Method, we will make a second attempt to process payment using any Authorized Payment Method, typically seven (7) days later, but Company may attempt sooner. If the second attempt is not successful, we will make a final attempt, typically seven (7) days following the second attempt, but in certain circumstances Company may do this second attempt sooner. If any of our attempts are unsuccessful, we may suspend and revoke access to your Account and the Subscription Services pursuant to Section 5 of Use of Subscription Services and Product Orders. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. During any period of suspension for any reason, you may not be able to access your Account, the Subscription Services, or your Store.
        7. Unless otherwise noted on the Website, all Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods, and services, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).
        8. As a Subscriber, you are responsible for all applicable Taxes, with the exception of taxes calculated, collected, and filed by Company via a third-party partner, that arise from or as a result of your Account and use of the Subscription Services. To the extent that Company charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to Company of your exemption. If you are not charged Taxes by Company, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
        9. For the avoidance of doubt, all sums payable by you to Company under these Terms and Conditions will be paid free and clear of any deductions or withholdings whatsoever. Other than Taxes charged by Company to you and remitted to the appropriate tax authorities on your behalf, any deductions or withholdings that are required by law will be borne by you and paid separately to the relevant taxation authority. Company will be entitled to charge the full amount of Fees stipulated under these Terms and Conditions to your Authorized Payment Method ignoring any such deduction or withholding that may be required.
        10. You must maintain an accurate location in the administrative console of your Store. If you change jurisdictions, you must promptly update your location and update any related tax documents in your Account’s administrative console. Failure by you to provide updated location information may lead to financial penalties associated with your Account if such failure leads to the incorrect collection of taxes and other fees. Such penalties may be assessed by Company and collected by processing your Authorized Payment Method.
        11. Subject to Section 8, Company does not provide refunds.
      5. Term and Termination.
        1. The term of these Terms of Service will begin on the date of your (a) completed Account registration; (b) payment of the full order amount, including any Subscription Fees; and (b) receipt of the order confirmation email from Company and shall continue until terminated by us or by you, as provided below (the “Term”).
        2. You may cancel your Account and terminate the Terms and Conditions at any time by contacting us at support@swaghub.com and then following the specific instructions indicated to you in Company’s response. If you cancel your Account before the next Billing Date, you can continue using your Account until the end of your paid billing term. When your Account expires, you will no longer have access to the Subscription Services and mockups associated with those Subscription Services. We do not provide refunds or credits for partial months of service, downgrades, or unused time.
        3. Without limiting any other remedies, we may suspend or terminate your Account or the Terms and Conditions for any reason, in our sole discretion, without notice and at any time (unless otherwise required by law), including if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of your Account or the Subscription Services. Termination of the Terms and Conditions will be without prejudice to any rights or obligations which arose prior to the date of termination.
        4. Upon termination of the Services by either party for any reason:
          1. Company will cease providing you with access to the Subscription Services and you will no longer be able to access some areas and features of your Account;
          2. mockups for the products displayed in your Store at the time of termination will be available for thirty (30) days immediately following the termination date. For the avoidance of doubt, you may access these mockups in your Account during the thirty (30) day period and such mockups may be limited by a third-party license;
          3. unless otherwise provided in the Terms and Conditions, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
          4. any outstanding balance owed to Company for your use of the Subscription Services through the effective date of such termination will immediately become due and payable in full; and
          5. your Store will be taken offline.
        5. If there are any outstanding Fees owed by you at the date of termination of the Subscription Services, you will receive one (1) final invoice via email. Once that invoice has been paid in full, you will not be charged again.
      6. Store Responsibilities.
        1. As a Subscriber, you are responsible for a breach of these Terms and Conditions by you or your Customers. This includes, but is not limited to, fraudulent transactions and alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale). You represent and warrant that your Store, your Materials and the goods and services you sell through the Services will be true, accurate, and complete, and will not violate any applicable laws, regulations, or rights of third parties.
        2. As a Subscriber, you are solely responsible for the goods or services that you may sell through the Subscription Services (including type, description, price, and offers or promotional content), including compliance with any applicable laws or regulations.
        3. As a Subscriber, you may not use the Subscription Services for any illegal or unauthorized purpose nor may you, in the use of the Subscription Services, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction. You will comply with all applicable laws, rules, and regulations (including but not limited to obtaining and complying with the requirements of any license or permit that may be necessary to operate your Store or that may be held by you) in your use of the Subscription Service and your performance of obligations under the Terms and Conditions.
        4. As a Subscriber, you agree to use Company Checkout for any sales associated with your online store. “Company Checkout” means Company’s checkout experience that allows individuals or entities that purchase products through your Store (each, a “Customer”) to enter their shipping information and payment details after adding item(s) to their cart and before placing an order.
      7. Product Shipments; Product Delivery; Title and Risk of Loss.
        1. When a product is ordered by a Subscriber or Customer, we will arrange for shipment of such product. We may, in our sole discretion, ship some or all of the order in separate shipments depending on (a) the type of products; (b) fulfillment provider requirements; and (c) delivery locations. Please check the individual product page for specific delivery options. You will pay all shipping and handling charges specified during the ordering process.
        2. Unless otherwise noted in these Terms and Conditions, title and risk of loss pass to you or the Customer upon our transfer of the products to the carrier/delivery. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.
      8. Product Returns and Refunds. Company does not accept returns. Pursuant to this Section 8, Company may issues replacement products or refund payment for products produced with the Subscription Services that arrive to Subscribers or Customers with the following defects: (a) the blank items themselves are materially flawed; (b) the quality of the decorating (i.e., the printing or embroidery) is below a reasonable range of expectations; or (c) the design of the final product is materially different from the final design submitted by the customer. To obtain a replacement product or refund pursuant to this Section 8, simply email the issue and order number to help@swaghub.com and Company’s support team will make it right.
      9. Goods not for Export. You agree to comply with all applicable laws and regulations of the various states and of the United States including all Export Regulations, as defined below. You represent and warrant that you are buying products or services from the Website for your own use only, and not for export. Products and Subscription Services purchased from the Website may be controlled for export purposes by export regulations, including but not limited to, the Export Control Reform Act of 2018 (ECRA) (Title XVII, Subtitle B of Pub. L. No. 115-232), the Export Administration Regulations (15 C.F.R. 768-799) for which ECRA is permanent statutory authority, the International Traffic in Arms Regulations (22 C.F.R. 120-128 and 130) and their successor and supplemental regulations (collectively, "Export Regulations").
      10. Disclaimer of Warranty. Subject to Section 12, we represent and warrant that you will receive good and valid title license to all deliverables, free and clear of all encumbrances and liens of any kind, except for Licensed Content and other pre-existing materials, which may be subject to additional terms and restrictions.  EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 10, THE WEBSITE AND THE SUBSCRIPTION SERVICES ARE PROVIDED “AS IS, AS AVAILABLE”.  WE MAKE NO PROMISES ABOUT OUR SERVICES OR PRODUCTS AND, TO THE EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, AND OTHER VIOLATION OF RIGHTS, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE.
      11. Service Level Commitment.
        1. Company does not guarantee service performance and uptime. Company will use commercially reasonable efforts to (a) provide an error-free smooth and fast-running software system; and (b) meet a 99.95% uptime for the Subscription Services in a given calendar month. All availability calculation will be based on Company’s own infrastructure of servers and software.
        2. To provide the very best software experience, Company will make scheduled and non-scheduled server maintenance and upgrades in its sole discretion (collectively “Server Maintenance Events”). Such Server Maintenance Events may make the system unavailable to Subscribers and Customers. Company will use its best efforts to notify Subscribers of these Server Maintenance Events, but it may not always be practical to do so.
        3. As a Subscriber, you acknowledge that certain Company software updates may conflict with the Subscriber-supplied custom code. Notwithstanding anything to the contrary in these Terms and Conditions, such conflicts are solely the Subscriber’s responsibility and under no circumstance shall Company be responsible for resolving those conflicts or in any way be liable, therefore. Company may use third-party suppliers and Company is unable to predict or guarantee service level commitments with respect to third-party suppliers.
      12. Intellectual Property.
        1. “Licensed Content” means content that we create, own, or license, including artwork, stock photographs, audio, typeface, video, designs, and writings. While you are, and will be, the sole and exclusive owner of all right, title, and interest in and to your graphic design project, the Licensed Content incorporated in your graphic design project is subject to the license described in Section 12(b) below. No rights are granted to you other than as expressly set forth herein. You grant us a perpetual, irrevocable, worldwide, nonexclusive, transferable, sublicensable right and license to commercially exploit in any manner any feedback, suggestions, or recommendations that you provide to us.
        2. In the course of providing the Subscription Services, we may use certain pre-existing materials or Licensed Content. We and our licensors are, and will remain, the sole and exclusive owners of all right, title, and interest in and to any pre-existing materials. Subject to compliance with these Terms and Conditions and full payment of applicable amounts due, we grant you a perpetual, limited, royalty-free, non-transferable, non-sublicensable, worldwide license to use, display, and distribute any pre-existing materials to the extent incorporated in, combined with, or otherwise necessary for the use of the Subscription Services or deliverables. Except as expressly permitted by us, you agree not to, directly or indirectly, stockpile, sell, lease, sublicense, distribute, copy, reproduce, republish, reverse engineer, download, data mine, or modify any Licensed Content made available through the Subscription Services. We expressly reserve all other rights in and to such pre-existing materials.
        3. To the extent that we license the Licensed Content from any third party, you agree to comply with the relevant third-party license. Except with our written permission, you may not: (i) sell, resell, rent, lease, sublicense, assign, grant a security interest in, or otherwise transfer any part of your rights to use Licensed Content apart from a design deliverable prepared by us or as part of a design product for your own personal use; (ii) change, alter, adapt, translate, convert, modify, or make any derivative works of any Licensed Content; (iii) falsely represent that you are the original creator of any Licensed Content; (iv) use Licensed Content in a pornographic, defamatory, or other unlawful manner; (vi) use Licensed Content in any way that allows others to download, extract, or redistribute Licensed Content as a standalone file or work (vii) use Licensed Content that features models or property in connection with a subject that would be unflattering or unduly controversial to a reasonable person (for example, sexually transmitted diseases), must indicate: (1) that the content is being used for illustrative purposes only, and (2) any person depicted in the content is a model.
        4. Subject to Section 12(a) and Section 12(b), you are, and will be, the sole and exclusive owner of all right, title, and interest in and to the deliverables, including all intellectual property rights therein. We agree that with respect to any deliverables, with the exception of any Licensed Content incorporated therein, that may qualify as “work made for hire” as defined in 17 U.S.C. §101, such deliverables are deemed a “work made for hire” for you. To the extent that any deliverables do not constitute a “work made for hire,” we irrevocably assign you all right, title, and interest throughout the world in and to the deliverables, including all intellectual property rights therein. Notwithstanding the foregoing, the terms of this Section 12(d) are subject to your compliance with these Terms and Conditions, your full payment of applicable amounts due, including the Subscription Fees, Transaction Fees, Additional Fees, and the terms of Section 12(a), Section 12(b), and Section 12(c).
        5. You are the owner/controller of all your Subscriber Materials. By submitting Subscriber Materials to us, you are representing that you are the owner of such Subscriber Materials and/or have the necessary rights, licenses, and authorization to distribute it. You grant us a worldwide, royalty free, non-exclusive license to access and use such Subscriber Materials to provide the Subscription Services.
      13. Copyright Infringement. We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from this Website infringe your copyright, you may request removal of those materials (or access to them) from the Website by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following: (i) your physical or electronic signature; (ii) identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works; (iii) identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material; (iv) adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address); (v) a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law; (vi) a statement that the information in the written notice is accurate; (vi) a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

        Clinton Adcox
        The Adcox Firm PLLC
        500 West 2nd Street, Suite 1900, Austin, Texas 78701
        (432) 413-4389
        ip-notices@adcoxfirm.com

        If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA. It is our policy in appropriate circumstances to disable and/or terminate the accounts of Subscribers who are repeat infringers.
      14. Graphic Design Services. As a Subscriber, you may use the design services for the specific scope of customizing branded merchandise to purchase or to sell in your Store. Graphic design requests are limited to the applicable plan size of your Account. Graphic design requests will be worked on and completed two at a time until all design requests are complete. During the graphic design process, you will be allowed three (3) rounds of revisions for your requested design. If additional revision rounds are needed, additional charges may apply. These additional charges will be determined by Company in its sole discretion. Company’s output and delivery time depend on many factors including but not limited to the total request volume and complexity. While Company will do its best to work with you to accommodate your timelines and any priority items, we suggest that you do not use the Subscription Services, and the included graphic design services, for time-sensitive projects.
      15. Content Standards. Company’s content standards provide guidance for Subscribers that use the Subscription Services to design custom products. The descriptions under each category are not meant to be exhaustive and Company may choose not to approve a design in its sole discretion. Company regularly reviews these Content Standards and updates them as appropriate.
        1. Company will not approve designs that:
          1. Constitute libel, fraud, or other illegal activity
          2. Infringe the intellectual property rights of others, including but not limited to trademarks, copyrights, patents, or trade secrets. 
          3. Encourage violence or abuse against people or groups (including through dehumanization), no matter the reason
          4. Constitute or include “hate speech,” i.e., abusive, threatening, or demeaning words, symbols, or images on the basis of race, religion, ethnicity, gender, disability, national origin, or sexual orientation
          5. Encourage hate or harassment of private individuals (as opposed to public figures), no matter the reason
          6. Promote, feature, or encourage the use of hard drugs
          7. Feature explicit sexual content or nudity of a non-artistic/health/medical nature
          8. Include sexually suggestive images or text involving children
          9. Promote, feature, or encourage underage drinking, smoking, or marijuana use
        2. Company may not approve, or may require changes to, designs that:
          1. Include defamatory statements (that may constitute libel)
          2. Infringe the intellectual property rights of others, including but not limited to trademarks, copyrights, patents, or trade secrets. 
          1. Encourage hate or harassment of public figures
          2. Depicts people as animals (particularly in a way that dehumanizes or encourages violence)
          3. Include crass vulgarity, lewd language, or swear words
          4. Feature less-explicit sexual content or nudity, including images of an artistic/health/medical nature
          5. Have an overtly sexually connotation or tone, including strong sexual innuendo
          6. Include violent events, terms, or images, such as historical images of violence
          7. May promote, feature or encourage illegal activity
          8. Defend an alleged criminal or criminal act
          9. Advocate for one party in a pending legal dispute
          10. Might cause public anger or harm, or inspire violence
          11. Include other content that would be offensive to the Custom Ink community
        2. Company will approve designs that:
          1. Use language and images appropriate for adults and children of all ages
          2. Create a sense of community and are not likely to offend individuals or groups
          3. Support intellectual property rights by using authorized images and content, including those owned or legally authorized to be used by the customer
      2. Portfolio Rights. You hereby grant us a limited, nonexclusive, non-sublicensable, royalty-free worldwide license to use, publish, and display any deliverables that we develop in connection with the Subscription Services for the purpose of marketing and advertising (the “Portfolio Rights License”). You may revoke the Portfolio Rights License at any time by sending written notice to support@swaghub.com. If you revoke the Portfolio Rights License, we will stop using your deliverables for marketing and advertising purposes, however your deliverables may continue to exist elsewhere online such as where the deliverables have been used by others in accordance with the Portfolio Rights License.
      3. Confidentiality.
        1. “Confidential Information” will include, but will not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Company’s Confidential Information includes all information that you receive relating to us, or to the Subscription Services, that is not known to the general public including information related to our security program and practices.
        2. Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms and Conditions and in accordance with any other obligations in these Terms and Conditions including this Section 17. Each party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each will treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms and Conditions, provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms and Conditions; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms and Conditions.
      4. Privacy. Company is firmly committed to protecting the privacy of your personal information and the personal information of your Customers. By using the Subscription Services, you acknowledge and agree that Company’s collection, usage, and disclosure of this personal information is governed by our Website Privacy Policy. To the extent that Company processes personal information of your Customers as a “data processor” or “service provider” under certain data privacy or protection laws, including the EU or UK General Data Protection Regulation and the California Consumer Privacy Act, Company’s collection and use of personal information is also subject to our GDPR Privacy Notice and Privacy Policy for California Residents.
      5. Limitation on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, YOUR ACCOUNT, THE SUBSCRIPTION SERVICES, YOUR STORE(S), ANY WEBSITES LINKED TO THE WEBSITE OR YOUR STORE, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, ANY PRODUCTS ORDERED THROUGH THE SUBSCRIPTION SERVICES, PRODUCTS OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
      6. Force Majeure. Company shall not be liable or responsible to you, nor be deemed to have defaulted under or breached these Terms and Conditions, for any failure or delay in fulfilling or performing any term of these Terms and Conditions, when and to the extent such failure or delay is caused by or results from acts beyond Company’s control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, pandemics, epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, internet outages, server outages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other events beyond the control of the Company.
      7. Indemnification. You agree to defend, indemnify and hold harmless the Company, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms and Conditions or your use of the Website, the Subscription Services, and your Store including, but not limited to, any use of the Website's content, services and products other than as expressly authorized in these Terms and Conditions, or your use of any information obtained from the Website.
      8. Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms and Conditions without our prior written consent. Any purported assignment or delegation in violation of this Section 22 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms and Conditions.
      9. No Waivers. The failure by us to enforce any right or provision of these Terms and Conditions will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Company.
      10. No Third-Party Beneficiaries. These Terms and Conditions do not and are not intended to confer any rights or remedies upon any person other than you.
      11. Governing Law and Jurisdiction.
        1. All matters relating to the Website and these Terms and Conditions, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction).
        2. Any legal suit, action or proceeding arising out of, or related to, these Terms and Conditions or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texas, in each case located in the City of Austin and County of Travis, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms and Conditions in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
      12. Entire Agreement. The Terms and Conditions, Website Privacy Policy, GDPR Privacy Notice, and Privacy Policy for California Residents constitute the sole and entire agreement between you and Company with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to the Website.

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