Custom Products Terms of Service
These Custom Products Terms of Service (these “Terms”) govern all aspects of your use of Rapanui and Teemill custom product creation and printing services (defined below) via any associated websites (including those of any third party applications that link to our websites) (the “Sites”) as further described in Section 1 below (the “Services”).
Acceptance of Terms
Rapanui provides the Sites and the Services to you subject to these Terms. Rapanui is a trade name of Rapanui Clothing Ltd, a limited liability company incorporated in England with its registered address at Hooke Hill, Freshwater, Isle of Wight, PO40 9BG with company registration number 7071956 and VAT number 987 8365 41 (“Rapanui”). Rapanui can be contacted by email: hello@RapanuiClothing.com and telephone: +44 1983 409 790. If you do not agree with and consent to the application of any of these Terms, do not access or otherwise use the Sites or the Services. Your use of the Sites and or the Services shall be deemed to be your agreement to abide by each of the terms set forth below. Rapanui can change these Terms at any time by posting an updated version of these Terms on this site. If any modification is unacceptable to you, you must cease using the Sites and the Services. If you do not cease using the Sites and the Services, you will be conclusively deemed to have accepted the changes.
In these Terms, “you” and “User” refer to you or the company on whose behalf you are accepting these Terms, and “We”, “Us” and “Rapanui” refers to Rapanui and its affiliated companies and subsidiaries worldwide.
The Services are designed to allow you to upload and create your own designs for print using: (a) your own content or content you have obtained from a third party (e.g. a mobile app) (“User Content”) or (b) any of the designs, illustrations, artwork, images, slogans, text, fonts, logos, compositions or other content you access from the Sites (“Licensed Content”) and to purchase and receive delivery of a wide range of products which bear them (“Custom Products”).
2. Your Obligations
You represent and warrant that:
2.1. if you create, upload, make changes to, copy or request the printing of any of your User Content designs in any way (e.g. adding custom text), you have all necessary consents, rights, licenses, permissions and other authorisations (for example, trademark, copyright, privacy rights, publicity rights, common law, etc.) (“Authorisations”) to use the same without violating the rights of any third party. Rapanui may, in its sole discretion, refuse to print any designs or text that you submit. However, Rapanui is not obligated to review any of your submissions;
2.2. you have obtained all needed Authorisations regarding the posting, transmission and publication of any personal information and/or image or likeness of any person, entity or property which is part of your User Content, and you will adhere to all laws and regulations applicable thereto.
2.3. your User Content is (and will continue to be) non-infringing upon any third party rights, complies with all applicable laws and regulations, and is in no way unlawful for you to possess, post, transmit, display or otherwise use in the county/ies in or from which you will order, receive and use the Sites, the Services and the applicable products;
You agree and undertake not to:
2.4. copy, modify, create derivative works of, download, adapt, reverse engineer, emulate, migrate to another service, translate, compile, decompile or disassemble the Rapanui website, the Services (or any part thereof), any Licensed Content and/or any part thereof in any way, or publicly display, perform, transmit or distribute any of the foregoing without Rapanui’s prior written and specific consent and/or as expressly permitted under these Terms;
2.5. submit, transmit or display any of your User Content, or use Licensed Content in a context, which may:
2.5.1. be deemed as defamatory, libellous, slanderous, obscene, pornographic, harassing, threatening, incendiary, abusive, discriminatory, racist, offensive, deceptive or fraudulent, encouraging or inciting criminal or harmful conduct, or which otherwise violates the rights of Rapanui or any third party, or otherwise shows any person, entity or brand, particularly if in a bad or disparaging light, without their prior explicit approval;
2.5.2. infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. As a guideline, you may contribute only original work which you have created yourself from original elements or in which you have all necessary rights. This means you can\'t use images of celebrities or corporate products, nor images, text, or designs that you\'ve copied from a website without written permission from the owner. You cannot create a "new" image using elements from images other people have created. You cannot contribute a quote or a slogan that is substantially the same as something already written by someone else;
2.6. use any of the Services and/or the Sites in connection with any form of spam, unsolicited mail, fraud, scam, phishing, “chain letters”, “pyramid schemes” or similar conduct, or otherwise engage in unethical marketing or advertising;
2.7. use the Services to harm children in any way, including, but not limited to, uploading Content that is or includes child pornography, child sexual exploitation and depicts children engaged in sexual conduct or otherwise infringes any applicable laws or regulations protecting children;
2.8. except as expressly permitted by these Terms, reproduce, duplicate, copy, sell, resell or exploit for other commercial purposes, any portion of the Sites, Licensed Content and/or Services without Rapanui \'s express written consent;
2.9. remove or alter any copyright notices, watermarks, restrictions and signs indicating proprietary rights of Rapanui or any of our users or licensors, including copyright mark [©], Creative Commons [(cc)] indicators, or trademarks [® or ™] contained in or accompanying the Services and/or Licensed Content; and not to
2.10. violate, attempt to violate, or otherwise fail to comply with any of these Terms or any laws or requirements applicable to your use of the Services.
You acknowledge and agree that your failure to abide by any of the foregoing or any misrepresentation made by you herein may result in your liability under applicable laws and/or in our terminating any or all Services provided to you – with or without further notice to you, and without any refund of amounts paid on account of any such Services.
3. Content Ownership – Intellectual Property
Your Intellectual Property
3.1. As between Rapanui and you, you shall own all intellectual property pertaining to your User Content. By submitting your User Content to Rapanui, you grant Rapanui a royalty-free, worldwide, non-exclusive, transferable and sub-licensable right and license to copy, reproduce, modify, display, translate, transfer, implement, exploit, sell, distribute, communicate to the public and otherwise to use such User Content (in whole or in part and including associated information such as tags) as needed to: (a) perform the Services, and (b) conduct any promotional activity, adverts, on social media or public displays to promote Rapanui in general. You hereby waive all moral rights you have in your User Content to the fullest extent permitted by law including the right to be named as author of your User Content when used for these purposes. You may revoke this license in respect of (b) regarding any particular User Content by contacting us and requesting such revocation at hello@RapanuiClothing.com. Due to technical and practical limitations, your User Content may remain on the Sites for several days following revocation or termination.
3.2. The intellectual property rights in or relating to your User Content of any notes, messages, e-mails, postings, letters, ideas, suggestions, concepts, Feedback or other written materials which you submit or communicate to Rapanui (excluding your User Content itself) will automatically be deemed to be assigned, granted and transferred by you to Rapanui upon their submission or communication to Rapanui, and you assign all rights therein to Rapanui and agree that the same will automatically become the property of Rapanui and that Rapanui may copy, reproduce, modify, display, transfer, implement, exploit, distribute and otherwise use such materials and all of the intellectual property rights therein in any way and for any purpose Rapanui may elect, forever.
Rapanui’s Intellectual Property
3.3. Subject to your full compliance with these Terms, Rapanui hereby grants you for the duration of your use of the Services, a non-exclusive, non-transferable, non-sublicensable, fully revocable, limited license to use the Services and Licensed Content, solely for the purpose of using the Services. We reserve the right to amend or terminate this license at any time. For the avoidance of doubt, your User Content may not include or refer to Rapanui, Teemill, or any other trademark or property of Rapanui, or any variants, misspellings or confusingly similar words, texts or images.
Infringements of Third Party Rights
3.4. Rapanui operates as a platform and has no liability for any User Content or other third party content posted to or hosted on our Sites or Services.
3.5. If you believe that your User Content, designs or work has been copied or was otherwise used in a way that constitutes infringement of your rights we encourage you to address such issues directly with the person you believe to be responsible. If you fail to reconcile the issue to your satisfaction, you may notify us of the potential infringement and we may work to assist you in resolving it.To do so, please complete and provide us with the information requested here.
3.6. You must immediately inform us in writing if you receive any claims alleging that your User Content infringes any third-party rights. If we receive any notice or claim regarding any infringement of any third party right related to your use of the Services, we may remove any of your User Content in our sole discretion and the provisions of Section 13 shall apply.
4. Storage and Use of Data and Information
You acknowledge and agree that Rapanui may:
4.1. preserve or store your User Content as appears reasonably necessary in our sole discretion for the purposes of delivering the Services or complying with applicable law and regulations. You understand that the technical processing and operation of the Sites, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connection networks or devices; and
4.2. use information and data pertaining to your use of the Services to perform case studies on the Services.
5. Purchasing Products
Your purchase of any products in connection with the Services will be governed by our Terms of Sale. Please note that Custom Products (i.e. products printed with designs or other content uploaded or generated by you or an app you use) are uniquely created by and for you and are therefore not eligible for return or refund. Orders for Custom Products can only be cancelled up until your receipt of the applicable Production Confirmation.
6.1. If you provide us with any suggestions, comments or other feedback relating to the Services (whether existing, suggested or contemplated), which is or may be subject to any Intellectual Property rights (“Feedback”), such Feedback shall be exclusively owned by Rapanui. By providing such Feedback to Rapanui, you (a) represent and warrant that such Feedback is accurate, complete, and does not infringe on any third party rights, (b) irrevocably assign to Rapanui any right, title and interest you may have in such Feedback, (c) explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists’ rights, or any other similar rights worldwide in or to such Feedback.
6.2. In providing Feedback, you will not use a false e-mail address, pretend to be someone other than yourself or otherwise attempt to mislead us or third parties as to the origin of any Feedback. We may, but shall not be obligated to, remove or edit any Feedback (including comments or reviews) for any reason.
7.2. Please note in particular that certain parts of the Services (including certain third party services available therein) require or involve the submission, collection and/or use of certain personally identifying or identifiable information. As a part of accessing or using the Services, Rapanui and such third party services may collect, access and use certain data pertaining to you, other users and customers, including the activities or navigation undertaken by you, other users and customers through the Services and/or Rapanui websites.
The Sites may provide, or third parties may provide, links to other websites or resources. Because Rapanui has no control of such third party sites and resources, you acknowledge and agree that Rapanui is not responsible for the availability of such sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources or the policies of such sites and resources, including their processing of personal data, which may differ from our policies. Rapanui is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource or in general any dealings with any third parties.
9. Service Changes and Termination
9.1. We may change, suspend or terminate any of the Services (or any features thereof, or prices applicable thereto and/or change any of these Terms - at any time and in any manner. Any changes will become effective upon their publication (and in any event, not in a retroactive manner – except as required otherwise by law). Your continued use of the Services is deemed to signify your acceptance of such changes.
9.2. You agree that we may, in our sole discretion and at any time for any reason or no reason and without prior notice: (a) discontinue providing the Services, or any part thereof, and/or (b) terminate this agreement including but not limited to terminating of your use of the Sites and removing and discarding any of your User Content.
9.3. Further, you agree that Rapanui shall not be liable to you or any third party for any termination of the Services or your access to the Sites. Should you object to any of these Terms or any changes to them or become dissatisfied with the Sites in any way, your only recourse is to immediately discontinue your use of the Services.
Each provision of these Terms which pertains to or is needed to address issues, matters, disputes or events and circumstances following the termination the Services or this Agreement shall survive any such termination and exclusively govern resolution of the same, including but not limited to the provisions pertaining to proprietary rights, exclusion of warranties, limitations of liability, risk and indemnity.
11. Exclusion of Warranties
11.1. We provide the Services on an “As Is”, “with all faults” and “As Available” basis. We do not undertake, represent or warrant that the Sites and Services or their use: (a) will be uninterrupted, timely, safe, or secure, (b) will be free of inaccuracies, errors, or vulnerabilities, (c) will meet your expectations or requirements, or (d) will operate in the configuration or with the hardware or software you use. We also do not warrant that: (i) defects, if any, will be corrected, (ii) there will not be any unauthorised access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, (iii) confidentiality of information transmitted through the Sites will be maintained, or (iv) we will prevent the transmission by third parties of any bugs, viruses, trojan horses, or the like through the Sites or Services. We hereby exclude any and all express or implied warranties, including without limitation, warranties of fitness for a particular purpose, satisfactory quality, compliance with descriptions not contained in these Terms or on the Sites, and non-infringement to the fullest extent of the law, except to the extent that these Terms provide otherwise.
11.2. To the extent that you are not using the Services for the purposes of a trade, business, craft or profession, nothing in these Terms affects any of your statutory rights including in relation to products that are not of satisfactory quality.
11.3. You acknowledge that Rapanui does not control or endorse in any respect any information, products, or services offered by third parties on or through the Sites. Except as otherwise agreed in writing, we assume no responsibility for and make no warranty or representation as to the accuracy, currency, completeness, reliability or usefulness of content or products distributed or made available by third parties through the Sites.
11.4. No advice or information, whether oral or written, obtained by you from Rapanui or through or from the Sites shall create any warranty or obligation not expressly stated in these Terms.
11.5. We may, at our sole discretion (however we shall have no obligation to do so), screen, monitor and/or edit any User Content, at any time and for any reason, with or without notice. However, our acceptance and/or continued hosting of your User Content submission does not imply or entail any endorsements or approval by us of the same, notwithstanding any actual review or written acceptance by us as part of the Services. Specifically, we are not to be considered a “publisher”, “sponsor” or “endorser” of your User Content, and will not be liable for any use of the same by you or anyone else.
11.6. We do not endorse any entity, product or service (including any third party services) mentioned or advertised on or made available via the Services – so please be sure to verify those before using or otherwise engaging them.
11.7. Some aspects of the Services are still in BETA, and may contain bugs or experience interruptions. We make no warranties regarding the Services, including their quality, reliability, security, compatibility and conditions.
11.8. Due to normal changes in our industry and in our technical production processes, we may deviate from the descriptions and information found in our brochures, catalogues, and other documents with respect to product material, colour, weight, measurements, design, or other such features. Furthermore, the information and product listings on the Sites may contain typographical errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice (including after you or a Customer has submitted an order). Please note that such errors, inaccuracies or omissions may relate to product description, pricing and availability. We also reserve the right to limit or restrict quantities of products (including after you or a Customer has submitted an order) for any reason.
In the event a product is listed at an incorrect price or with incorrect information due to typographical error or error in pricing or product information received from our partners, we reserve the right to refuse or cancel any orders placed for products listed at the incorrect price. We will have the right to refuse or cancel any such orders whether or not the order has been confirmed and a Customer has been charged for the sale.
11.9. Products may be delivered worldwide to the countries listed here. We have the need and right to amend this list for any reason at our sole discretion at any time and without notice, including retroactively.
12. Limitation of Liability
12.1. To the fullest extent permitted by law in each applicable jurisdiction, Rapanui, its officers, directors, shareholders, employees, affiliates and/or agents shall not be liable to you or third parties for any direct, indirect, incidental, special, punitive, exemplary or consequential damages whatsoever, including any damages resulting from (a) errors, mistakes, or inaccuracies of or in any Content; (b) any loss or damage related to your use of the Services; (c) any unauthorized access to or use of our servers and/or any personal information and/or other information stored therein; (d) any loss of use of, including any interruption or cessation of transmission to or from, the Sites or the Services; (e) the use or display of any Licensed Content or User Content posted, emailed, transmitted, or otherwise made available via the Services; and/or (f) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Sites or the Services.
12.2. Nothing in this agreement excludes or limits our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) any other matter for which it would be illegal for us to exclude or attempt to exclude or limit our liability under applicable law.
12.3. You acknowledge and agree that these limitations of liability are agreed allocations of risk constituting in part the consideration for the Services to you, and such limitations will apply even if Rapanui has been advised of the possibility of such liabilities.
13. Risk and Indemnity
13.1. You expressly agree that you bear all risk and liability associated with (and that Rapanui has no responsibility for any damages suffered by you regarding) your use of the Sites (including all content, data or software distributed by, downloaded or accessed from or through the Sites) or the Services (including your business affairs and arrangements with your Customers and other third parties), and to waive any claims against Rapanui and its affiliates, contractors, agents and employees for losses, damages and injuries which are based on or relate to the same.
You understand and agree that you will be solely responsible for any damage to you or your computer system or any loss of data that results from your actions and your use of the Sites and Service.
13.2. You agree to defend, indemnify and hold harmless Rapanui, its officers, directors, shareholders, employees, affiliates and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses including but not limited to reasonable lawyers / attorney\'s fees, expert witness fees, and costs of litigation arising out of or based on: (a) your violation of any term of these Terms; (b) your violation of any third party right, including any copyright, property, or privacy right, resulting from your User Content and/or your use of the Services; (c) your User Content and/or use of the Services; (d) any of the risks and liabilities described in this Section 13.
14. Disputes Governing Law
14.1. These Terms, the rights and remedies provided hereunder, and any and all claims and disputes related hereto and/or to the Services, their interpretation, or the breach, termination or validity thereof, the relationships which result from or pursuant to these Terms, or any related transaction or purchase, shall be governed by, construed under and enforced in all respects solely and exclusively in accordance with the laws of England and Wales, without respect to its conflict of laws principles.
14.2. The parties hereby submit to the exclusive jurisdiction of the courts of England, in relation to any dispute arising out of or in connection with these Terms, provided that Rapanui may seek injunctive or other appropriate relief in any country or region if you have violated or threatened to violate the intellectual property rights of Rapanui or a third party, or any term of any agreement you have with Rapanui.
14.3. Although we do not currently use alternative dispute resolution, if you are using the Services as a consumer, we draw your attention to the existence of the EU online dispute resolution platform available here.
15. Severability, Waiver
If any provision of these Terms is deemed by a court of competent jurisdiction to be invalid, unlawful, void, or for any reason unenforceable, then such provision shall be deemed severable and will not affect the validity and enforceability of the remaining provisions. No waiver of any breach or default of any of these Terms shall be deemed to be a waiver of any preceding or subsequent breach or default.
16. No Third-Party Beneficiaries
These Terms and is not intended to confer any rights or remedies upon any person(s) other than the parties. No person who is not party to these terms and conditions or a Contract shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
17. Entire Contract
These Terms constitute the whole and entire contract between us and governing the subject matter of these Terms, and supersede all previous discussions, correspondence, negotiations, previous arrangements, understandings or agreements, whether written or oral, between us relating hereto.