Terms of Service
Effective as of June 30, 2016
These terms of service (hereinafter “ToS”) govern your use of the Services of SprayPrinter OÜ (hereinafter “SprayPrinter”), a private limited company registered in the Republic of Estonia with registration code 12938831, address Riia 181a, 51014 Tartu, Estonia, e-mail: email@example.com.
SprayPrinter and you are also sometimes referred to separately as “Party” or jointly as “Parties”
“Provider” – a person (including legal entity) uploading Content to the Services and allowing this Content to be downloaded for free or for a charge
“User” – a person (including legal entity) downloading Content from the Services for free or for a charge
“Services” – the services, website (www.sprayprinter.com), device and/or application of SprayPrinter
- As a precondition for using the Services, you may be required to register an account with SprayPrinter and provide registration information that is complete, accurate and updated accordingly.
- To be eligible for an account and to use the Services you must be at least 18 years old. If you are below 18 years old, you must have your parent’s or legal guardian’s permission to use the Services.
- SprayPrinter may set additional requirements regarding account creation and other matters not regulated in these ToS.
- You are responsible for maintaining the confidentiality and security of your account password and are solely responsible for all activities resulting from the use of your password and conducted through your SprayPrinter account.
- If you register an account on behalf of your employer or other legal entity, you and your employer or the legal entity shall be bound jointly and severally in relation to the ToS and your employer or the legal entity will be responsible for your actions and you warrant that you are authorised to agree to the ToS on behalf of your employer or legal entity.
- You are not allowed to use another person’s SprayPrinter account.
- For selling images, pictures or similar (hereinafter “Content”) on the Services, you are required to have a PayPal (www.paypal.com) or other payment provider (as decided by SprayPrinter) account, where your revenue from sale of the Content will be transferred to and through which you will be identified.
- The Services allow: 1) Users to download for free or for a charge Content and to print this Content on an object with the SprayPrinter device and 2) Providers to upload their Content and allow this Content to be downloaded by Users, either for free or for a charge, as decided by the Provider.
- The Provider shall set the type of license that is applied for the downloaded or purchased Content and the amount of allowed downloads/purchases for certain Content (anywhere from 1 download/purchase for limited Content up to an infinite number of downloads/purchases for unlimited Content).
- SprayPrinter allows Providers to upload and sell or distribute images which are not listed under Prohibited Content and Use chapter of this ToS.
- The Services may be available for Android and iOS and other operating systems as decided by SprayPrinter.
- The SprayPrinter device, solution and name are protected by patents, trademarks and other intellectual property rights.
Price of Content
- The purchase price of Content that is indicated as the price on the Services represents the entire amount that is charged from the User. In addition to this price, currency conversion, transaction or other fees may apply to the User, depending on the payment provider of the User. Additionally, the User may have to pay duties, taxes or other charges, depending on the User’s country of residence.
- The amount (if any) to be received by the Provider for each purchase of Content by a User shall be defined by the Provider. The price actually paid for such Content by a User may be higher than the price defined by the Provider, since a fee for SprayPrinter (e.g. to cover the costs of providing the Services) and payment providers may be added to the price and possible taxes may apply. SprayPrinter reserves the right to adjust its fee at its sole discretion at any time.
- The revenue that is earned by the Provider of the Content for the purchases will be transferred by SprayPrinter to the respective Provider’s PayPal account or any other similar payment provider account, which is accepted by SprayPrinter. The transfer shall be made only after SprayPrinter has received the relevant full amount from the User.
- The final payment to the Provider’s account by SprayPrinter may be smaller than the price set for Content by the Provider, due to applicable taxes (e.g VAT and withholding tax) or payment provider fees.
- If you are a User, you agree that your purchased Content will be available for you immediately and that you waive your right of withdrawal. All your transactions using the Services are final and Providers or SprayPrinter do not grant refunds without cause for Content or Services. If you do not receive the purchased Content, if the Content does not correspond to what was promised by the Provider or if the Content or Service is otherwise not compliant, please contact SprayPrinter’s customer service at firstname.lastname@example.org for assistance. Refund requests regarding Content must be made by the User within 30 days as of the purchase of the Content.
- If you are a Provider, then you must be aware that in certain cases Users of your Content may have a refund right and that you will have to compensate the entire amount of the refund, including handling and money transfer fees.
- SprayPrinter may deduct (or set off) from amounts payable to the Provider, or claim from the Provider, the total amount of any deduction, set off, refund, claim, chargeback, withholding, reversal, fine, charge, penalty, or other loss resulting from the Content, the sale of Content, the Provider’s (in)actions or similar circumstances attributable to the Provider.
- With any Content you upload to the Services, you grant SprayPrinter a non-exclusive, royaltyfree, worldwide license, to display the Content and, following the conditions set by you, to allow downloading, distribution and sale of that Content. To the extent that you delete any such file or Content from the Services, the license you grant to SprayPrinter, pursuant to the preceding sentence, will automatically terminate.
- When uploading your Content to the Services you retain full rights to this Content that you had prior to uploading. If you allow Users to download or purchase Content that you have designated as exclusive or limited Content (the number of downloads or purchases possible is a specific number – 1 or higher), you represent and warrant that you will not allow Users to download or purchase such Content after the limit has been reached (e.g. you shall not sell a very special image with the condition that it is a 1-time sale and the purchasing user will get a one-of-a-kind image, and then sell the same image again in a month’s time).
- With regard to any downloaded or purchased Content a license grants the User the right to create unlimited reproductions of the Content by printing it with the SprayPrinter device. The Content may not be used by the User for any other purpose except as shown in the license provided by the Provider. SprayPrinter may allow Providers more flexibility regarding the type of license applicable to the specific Content.
Prohibited Content and Use
- You are forbidden to upload or sell via the Services any Content that:
- violates any applicable law, rule or regulation;
- infringes or violates the legal rights of any person or entity, including the patent, copyright, trademark, trade secret or other intellectual property rights, or right of privacy or any other rights;
- is pornographic, defamatory, libellous, false, fraudulent, threatening, abusive, obscene, harassing or otherwise objectionable, or promotes or otherwise incites racism, bigotry, hatred or physical harm of any kind against any group or individual;
- encourages conduct that would possibly constitute a criminal offense, give rise to civil liability or otherwise violate any law, rule or regulation;
- discloses or provides information protected under any law, agreement or fiduciary relationship;
- contains any malware and/or software designed to damage SprayPrinter’s or the Users’ devices or information, or gain illegal access;
- contains any commercial material of an advertising nature, without SprayPrinter’s prior consent;
- you have already distributed as exclusive or limited and that violates any of your previous commitments taken on Services.
- SprayPrinter has the right to remove any Content from the Services or the website at its sole discretion.
- Users are not allowed to use the downloaded or purchased Content in any way inconsistent with the license that is applicable to the Content.
- You may not use the Services for committing a crime, money laundering or financing terrorism, conducting any other breach of applicable law or for calling up for others to carry out such illegal acts.
- You are forbidden to use the Services in a way that could disable, damage, or impair the Services or interfere with any other party's use of the Services.
- You are not allowed to attempt to gain access to secured portions of the Services to which you do not have the right to access.
- Users are not allowed to use the downloaded or purchased Content or the SprayPrinter device for printing on any object that you do not have the right to print on (vandalism).
- SprayPrinter has no control or liability regarding the Providers and shall not be liable for the Content. The only parties to your Content purchase transaction are the User and the Provider (not SprayPrinter).
Termination and Suspension
- SprayPrinter may, acting reasonably and in good faith, terminate the ToS agreement with you and/or your account or suspend your account upon notice to you at SprayPrinter’s discretion, including, without limitation, for breach of the ToS by you or a clear intention of breaching the ToS by you.
- You may terminate the ToS agreement with SprayPrinter at any time and for any reason.
Effects of Termination
- Upon termination of the ToS agreement SprayPrinter may apply various limitations, including, but not limited, to the following:
- your account will have limited functionality, or in case of termination due to material breach by you, your account will be closed;
- all Content uploaded by you will be removed from the Services. SprayPrinter may continue to use the Content for internal archiving and reference purposes;
- Any User who has legally downloaded or purchased your Content may continue to use the Content under the terms of the respective license;
- SprayPrinter may prevent you from signing up to use or access the Services or any part thereof.
- Termination of this Agreement does not relieve either Party of any obligations to pay any outstanding fees, or other obligations under any other agreement that has not been specifically terminated, and all of the legal rights, obligations and liabilities stipulated in these ToS, which are expressed or intended to continue indefinitely (e.g. clauses regarding indemnity, limitation of liability, disclaimer of warranties, governing law, disputes etc.), shall be unaffected by the termination.
- Either Party of these ToS may not use, display or modify any of the other Party’s trade names, trademarks, service marks, logos, indicia, designs, domain names, corporate names or other trade dress elements and distinctive brand features, whether registered or not.
- If you have the notion that your information or Content has been copied and is illegally accessible through the Services or that your intellectual property rights are otherwise breached by the Services or by a user of the Services, or that the Services contain links or other references to other locations that contain material or activity that infringes your intellectual property rights, please notify SprayPrinter at email@example.com, by providing the relevant information to prove you are the owner and there has been an infringement of your intellectual property right using the Services. If you have purchased exclusive Content from a Provider and this Provider is offering the same Content again for sale or download, please notify SprayPrinter at firstname.lastname@example.org.
- Any Content or Services are used at your sole discretion and risk and are provided "as is" and "as available", without warranty of any kind, either express or implied, from SprayPrinter.
- SprayPrinter expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to, the warranties and conditions of merchantability, fitness for a particular purpose and non-infringement, correctness, accuracy and reliability of the Content or Services. Unless otherwise expressly stated, SprayPrinter does not warrant that the Content or Services will be uninterrupted or error-free, free of viruses or other harmful components or that defects therein will be corrected.
- The Provider represents and warrants that the Provider has all necessary licenses and rights to the Content and has the right to upload, distribute and sell (if applicable) the Content.
- You are required to defend, indemnify and hold harmless SprayPrinter, its licensors, subsidiaries and affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all chargebacks, deductions, reversals, withholdings, refunds, liabilities, damages, taxes, fines, penalties, costs, expenses (including reasonable attorney’s fees) and other losses arising out of or accruing from your use of, or (in)actions in the course of using, the Services or any breach by you of the representations, warranties, covenants, agreements or other obligations under the ToS, or breach of applicable laws or your violation of any rights of third parties.
Limitation of Liability
- Under no circumstances, including, but not limited to, negligence, will either Party be liable for any loss of earnings, profit, reputation, data, business, or cost of procurement of substitute goods or services, or any special, indirect, incidental, consequential, punitive, or exemplary damages, including indirect loss, arising from or related to the ToS, breach thereof, the (in)actions of either Party, or any other interactions with each other, even if the Party has been advised of the possibility of such damages.
- Either Party’s performance of any part of the ToS shall be excused to the extent that it is hindered, delayed or otherwise made impossible or impractical by flood, fire, earthquake, strike or riot, failure of power or telecommunications networks, governmental or military acts, decisions, orders or restrictions, terrorist attacks or any other circumstances beyond the reasonable control of that Party and not caused by that Party. If any such condition(s) occur(s), the nonperforming Party shall make reasonable, good faith efforts to resume performance as soon as possible.
- These ToS shall be governed by the laws of the Republic of Estonia, without regard to the conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980) shall not be applied to the ToS.
- In the event of a dispute regarding the ToS, the Parties will use their best efforts to settle the dispute amicably by mutual negotiations. However, should an amicable settlement between the Parties not be possible, the dispute shall be finally solved in the Tartu courthouse of the Tartu County Court in Estonia.
- If any term, condition or provision of the ToS is invalid, unenforceable or illegal in whole or in part, that provision shall be replaced by a permissible provision as close in content and purpose as possible to the original provision. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected. All headings (including clause headings) are for reference purposes only and shall not be used for interpretation of the ToS. In matters not regulated in the ToS, the Parties shall abide by the laws and industry standards. Failure by a Party to exercise or enforce any provision or right under the ToS shall not be deemed a waiver of future enforcement of that or any other provision or right.
- SprayPrinter has the right, in its sole discretion, to assign any or all of its rights or obligations under these terms. You have no right to assign any of your rights or obligations under these terms and any such attempt will be void.
- The Parties enter into the ToS agreement as independent contractors, and it shall not create a partnership, agency, joint venture or employment relationship. Parties are not representatives of the other nor will either Party have any right to create any obligation on behalf of the other Party, unless otherwise stipulated herein. The ToS does not protect or benefit a third party and no term of the ToS shall be enforceable by any person who is not a Party to the ToS agreement.
- All notices or other communications under or with respect to the ToS shall be made by e-mail or in writing or through the means provided by the Services, to the contact details provided by each Party, each Party being liable for prompt updates to such contact details. Each Party may rely on the contact details provided by the other Party.
- By accepting these ToS you explicitly agree to receiving any and all documents, notices and communications from SprayPrinter in electronic form (e.g. via e-mail, SMS, posting on the website sprayprinter.com or otherwise). Delivery of such electronic communications is deemed to be made upon dispatch or uploading thereof.
- SprayPrinter may revise this ToS at any time and such revision shall be effective immediately upon the posting of the revised ToS on the SprayPrinter website. You are required to review the revised ToS upon notice of such revision, and any further use of the Services shall constitute agreement to the revised ToS. If any such revision is unacceptable to you, you may terminate your account and stop using the Services.
- This ToS constitutes the entire agreement between the Parties and supersedes any prior agreement, whether written or oral, and all other communications and negotiations between the Parties relating to the subject matter of the ToS.
- SprayPrinter is devoted to providing its users with the highest standards of service and if you have the notion that SprayPrinter has not achieved in offering this, you may file a complaint or contact SprayPrinter via email@example.com.