Terms and Conditions of Use

Summary

We (the folks at Ideaform) run a Portfolio hosting service called Portfolio and a Prints service called Prints Marketplace, and we would love for you to use them.

Our Portfolio service is a paid monthly or annual subscription. Our Portfolio service allows you to create your own Portfolio website (each, a “Portfolio”) and/or to store your media using our Photo Storage service (“Photo Storage”), and is designed to give you as much control and ownership over what goes on your Portfolio as possible and encourage you to express yourself freely.

Our Prints Marketplace service enables you to sell, discuss and purchase art; interact with our other members; and subcontract to us the related product fulfilment activities, including payment processing, third party product manufacturing, finished product customer delivery and customer support services. Our users may order physical products based on their own art or they may offer art for sale to others as part of the sale of a physical product. When orders are placed with us we forward those orders to our third party fulfilment partners and they manufacture and ship those physical products in the forms requested. In these terms we call those products the “product”.

Any art that you upload to our service, whether into a Portfolio, into Photo Storage or the Prints Marketplace section of your account or otherwise, is described as your “media”. The digital content that you upload to our service (your “Content”), including your media, may be information, text (including the text of any reviews of products or art available through the Service that you post through the Service), data, graphics, images, photographs, sound, video, music, or any other content that our service accepts. Please note that your Content may be viewable by any users of our website once you publish it through our service.

We care about the Format community and we think you will, too. To make our service available our users must respect others’ intellectual property rights. You may only upload content you have created yourself or have a legally enforceable license to use with our service, and have permission to use and authorize others to use. Please respect the intellectual property rights in all of the content you see on or buy through Format. Respecting other people’s intellectual property is a fundamental value of our community – please remember: displaying your work on our website puts it out there for the world to see. Publishing Content through us attracts legal responsibilities. It is up to you to make sure that your use of our website complies with all laws.

In addition, please make sure that none of the prohibited items listed below appear in the Content that you upload to our service (things like spam, viruses, or hate content).

You can check our website to get a sense of the types of content that are welcome on our service (or not!). If you find content on our website that you believe violates our terms of service, please email us at info@format.com.

Terms of Service:

The following terms and conditions govern all use of the format.com website (and any successor or other domains that we operate) and all content, services and products, including our mobile applications, that we provide (collectively, the “Application”). The Application is owned and operated by Ideaform Inc. (together with our affiliates and subsidiaries, “Ideaform”, “we”, “us”, “our” and terms of similar meaning). The Application is offered subject to your acceptance without modification of all of these terms and conditions, as well as our Privacy Policy, our Cookie Policy and our Data Processing Policy, and any other rules, policies or procedures that we may from time to time incorporate within the Agreement and, if you are a User (as defined below) who wishes to sell through Prints Marketplace, subject also to your acceptance of our Fulfilment Agreement (see Section 6 for a description of the Fulfilment Agreement) (collectively, the “Agreement”). In the Agreement, we call the services we provide, including through the Application, the “Services”.

In these terms and conditions, when we refer to “Users”, we mean our customers who use our Services to create their own Portfolios or store Content using Photo Storage, or who use Prints Marketplace to sell their media on products, and when we refer to “End Users” we mean the users, visitors and customers of our Users’ Portfolios and of their media on products through Prints Marketplace.

Please read the Agreement carefully before accessing or using the Services. By accessing or using any part of the Services, whether as a User or an End User, you agree to become bound by the terms and conditions of the Agreement. If you do not agree to all the terms and conditions of the Agreement, then you may not use any of our Services. If these terms and conditions are considered an offer by Ideaform, acceptance is expressly limited to the Agreement. The Services may be used only by individuals who are at least 16 years old.

1. Your Account. If you create an account on the Services (your “Account”), you are responsible for maintaining the security of your Account, and you are fully responsible for all activities that occur under the Account. You must not describe or assign keywords to your Portfolios, Content or eCommerce (as defined below) in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and Ideaform may change or remove any description or keyword that it considers inappropriate, harmful or unlawful, or otherwise likely to cause Ideaform liability. You must immediately notify Ideaform of any unauthorized uses of your Account or any other breaches of security. Ideaform will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.

2. Responsibility of Content Contributors. If you post Content using the Services, engage in eCommerce using the Services, or otherwise make (or allow any third party to make) material available by means of the Services, you are entirely responsible for the content of, and any harm, loss or liability resulting from, that Content and your eCommerce. That is the case regardless of whether the Content in question constitute graphics, text, an audio file, or computer software. By making Content available or engaging in eCommerce using the Services, you represent and warrant that:

   1. the downloading, copying and use of the Content or the engaging in eCommerce will not infringe the proprietary rights, including but not limited to the copyright, moral, patent, trademark, privacy, publicity or trade secret rights, of any third party;
   2. if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;
   3. you may not use images or names of any third party (including notable personalities or celebrities) without first obtaining that third party’s permission;
   4. you have fully complied with any third-party licenses, and have done all things necessary to successfully pass through to End Users any required terms and conditions;
   5. you may not resell, lease, license the Services to any other person;
   6. you may not circumvent space storage limits or abuse referrals or promotions to get more Photo Storage space than deserved or sell storage space received from referrals or promotions;
   7. the Content does not contain or install any viruses, trojan horses, worms, time bombs, cancelbots, or any other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data, or personal information;
   8. the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
   9. your use of our Services complies with all applicable laws, and in particular, your use of the Service and your Content and eCommerce is not pornographic, indecent, unlawful, threatening, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, and does not vilify or contain threats or incite violence towards individuals, groups, or entities, or any race, religion or creed;
   10. you do not collect or store personally identifying information about other Users or End Users for commercial or any other purposes except in accordance with all applicable laws and with the Agreement, including in particular Sections 4 and 14 of these terms and conditions;
   11. the Content cannot be accessed for remote loading by other web pages. For example, you cannot create a Portfolio, post Content to the Portfolio, and then have other web pages call (or “hotlink”) that Content;
   12. your Content or eCommerce is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and web sites, and similar unsolicited promotional methods;
   13. your Content is not misleading and deceptive and does not offer or disseminate fraudulent goods, services, schemes, or promotions;
   14. your Content is not named in a manner that misleads your readers into thinking that you are another person or company. For example, your Portfolio’s URL or name is not the name of a person other than yourself or company other than your own; and
   15. you have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by Ideaform or otherwise.

   Without limiting any of those representations or warranties, Ideaform has the right (though not the obligation) to, in Ideaform’s sole discretion review any Content, Portfolio, Photo Storage, eCommerce or other use of the Services and (i) refuse or remove or stop any Content, Portfolio, Photo Storage or eCommerce that, in Ideaform’s opinion, violates the Agreement or any Ideaform policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Services or any part thereof, including any Content, Portfolio, Photo Storage or eCommerce, to any individual or entity (including any End User) for any reason, in Ideaform’s sole discretion. In such circumstances Ideaform will have no obligation to provide a refund of any amounts previously paid.

3. Your Licenses to Us. By submitting Content to Ideaform for inclusion on your Portfolio, for use in Prints Marketplace or for any other use with our Services, you grant Ideaform a world-wide, royalty-free, sublicensable, transferable and non-exclusive license to use, reproduce, modify, adapt and publish the Content in any media formats and in any media channels for the purposes of (i) processing, storing, archiving, displaying, distributing and promoting your Content as reasonably required in connection with the Services (including sub-licensing those rights as reasonably required to work with our third party fulfilment partners and our other suppliers), and (ii) promoting the Services or any part of them, our company, our other products and services, and the format.com community. If you delete Content, Ideaform will use reasonable efforts to remove it from the Services and our promotional materials, but you acknowledge that cacheing or references to the Content may not be made immediately unavailable, and that we may use supplies of previously printed materials and manufactured products – the licenses you grant to us for your Content will terminate after termination, but will survive any termination of the Agreement for the period reasonably required for us to exercise our rights under the Agreement. For clarity, the rights granted to us in clause (ii) of this paragraph to use your Content for promotional purposes do not permit us to sell or license or otherwise directly profit from your Content, or to transfer or sublicense our rights in your Content to any other person except for the limited purpose of using their services to prepare our promotional materials and works, and you may opt out of our rights in clause (ii) at any time by contacting us at our contact information shown at the bottom of the Agreement (provided that if you do opt out, we will use reasonable efforts to remove the Content in a timely manner from our promotional materials but such removal may not be immediate). In addition, you also grant each user of our Services a non-exclusive license to access your Content through the Services, and to use, reproduce, distribute, and display such Content, as may be permitted from time to time through the functionality of the Services and under the Agreement. This Section does not affect any rights you may have under applicable data protection laws. The licenses you grant to us to the text of any reviews of products or media available through the Service that you post through the Service are perpetual and irrevocable.

4. Privacy. Our Privacy Policy explains how we collect, use and share your personal information for our own purposes. It forms part of the Agreement, so please be sure to read it carefully. It is very important that you comply with data protection laws when using the Services, such as when you collect others’ personal information or use cookies or similar technologies (including those we drop for you at your request, such as for web analytics).

   1. Privacy Policy. By using the Services, you confirm that you have read and understood our  Privacy Policy.

   2. Data Processing Policy. Our Data Processing Policy forms part of the Agreement.

   3. You Must Comply with Data Protection, Security and Privacy Laws. You agree and warrant that you are solely responsible when using the Services for complying with applicable data protection, security and privacy laws and regulations (including, where applicable, the EU General Data Protection Regulation and the EU e-Privacy Directive/Regulation), including any notice and consent requirements. This includes without limitation the collection and processing by you of any personal data, when you use your Portfolios and the Services to receive personal information of individuals, and for marketing and other electronic communications to individuals and when using cookies and similar technologies on your Portfolios (including, in particular, those which we place for you at your request as part of the Services, such as to undertake analytics for you).

      1. Privacy Policies on Your Portfolios. If applicable law requires, you must provide and make available to your End Users on your Portfolios a legally compliant privacy policy. See also Section 14 of these terms and conditions.

      2. Cookies and Similar Technologies on Your Portfolios. If applicable law requires, you must provide and make available to your End Users on your Portfolios a legally compliant cookie policy. You must capture valid consent, both for you and us, for any cookies or similar technologies used on or through your Portfolios (including those we drop on your request or with your permission) where required, including, where applicable, by the EU e-Privacy Directive/Regulation and under national laws implementing the same. Please see our Cookie Policy for more information about use of cookies and similar technologies.

   4. Protect and Improve the Services. You agree that we may protect and improve our Services through analysis of your use of the Services, your End Users’ use of the Services and/or analysis of your and your End Users’ personal information in anonymized, pseudonymized, de-personalized and/or aggregated form. If applicable law requires, you should explain this in your Portfolios’ privacy policies. See our Privacy Policy for more information about how and what we do in this regard.

5. Your Responsibility as a User of the Services. Ideaform has not reviewed, and cannot review, all of the material, including computer software, posted to the Services, and cannot therefore be responsible for that material’s content, use or effects. By offering the Services, Ideaform does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Services may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Services may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Ideaform disclaims any responsibility for any harm resulting from the use by visitors of the Services, or from any downloading by those visitors of content there posted.

6. Offering your Media for Sale on Products Through Prints Marketplace. Our Users may use Prints Marketplace to sell their media on products. If you use Prints Marketplace to do so, you appoint us to facilitate and fulfil those transactions on the terms set out in our Fulfilment Agreement and in the Agreement. You enter into the Fulfilment Agreement with us when you first offer your media for sale on a product using Prints Marketplace, and it remains in effect, unless terminated in accordance with its terms, as long as you continue to use the Services to do so. The Fulfilment Agreement also explains how we pay you the amounts due to you from the sale of your media on products using the Services. You also acknowledge that by using Prints Marketplace to sell your media on products, you volunteer to have such media curated by our curation team for display and purchase in the curated area of the Prints Marketplace, without any notice to you.

7. Buying and Selling Products Through Prints Marketplace.

   1. End Users may purchase using any valid method of payment accepted by the Services.
   2. End Users do not have to be a registered User to purchase from Prints Marketplace, but some features of our Services are only available to our registered Users.
   3. Prices for products are published on our website. Orders may not be cancelled once made. End Users should ensure that their payment and delivery details are correct – these are the End User’s responsibility and we are not responsible for products not received because of errors or incomplete information provided by an End User.
   4. We are not responsible for, and make no representations or warranties about, any media offered for sale on a product by any User. Also, we do not review all Content made available through Prints Marketplace – it is the End User’s responsibility to verify the quality of Content (including but not limited to misspelled words, grammatical errors, formatting, design or overall appearance) before ordering a product.
   5. We will facilitate delivery according to the End User’s instructions by postal or courier service. Delivery will be paid for by the End User at the price indicated at the time of purchase. Shipping charges will vary depending upon the size and price of the product.
   6. If a product is delivered to an End User damaged in some way, we will contact the manufacturer or seller to issue a replacement copy, provided that we reserve the right to require that the End User provide reasonable proof of that damage. If you receive a damaged product, you must email our
   customer support within 14 days of receipt to tell us about the damage and to arrange for a new product to be sent to you at no cost to you or for the repair. Format may require you to return the damaged product, at your cost, as a condition to arranging for a new product, or repair or other remedy. In addition to this replacement of damaged products remedy, we may in our sole discretion offer other remedies for End Users who wish to return products. See our Refund Policy or contact our customer support for more information. This remedy applies to products, but not to Content.
   7. Users may not use Prints Marketplace to offer or sell any products or services which, in our sole discretion: (a) we consider hazardous, counterfeit, stolen, fraudulent, abusive or adverse to our interests or reputation; (b) are prohibited for sale, distribution or use; or (c) otherwise fail to comply with any applicable laws or regulations, including without limitation with respect to intellectual property, trade secrets, privacy or publicity rights, consumer protection, product safety or trade regulations or export controls, regulations or sanctions.
   8. While we’d prefer not to, we may, at any time and in our sole discretion, and without any notice to you, suspend, restrict or disable access to or remove any User’s Content, media or products, without any liability to the User or to any of its End Users, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses (except where prohibited by applicable law). For example, we may do so if the End User is violating the Agreement.

8. Payment and Renewal of our Paid Services.

   1. General Terms.

      By using any of our paid Services you agree to pay Ideaform the one-time, monthly or annual subscription fees indicated on our website for those Services, and any Taxes (as defined below) applicable to those fees. Payments will be charged on a prepay basis on the day any trial period ends and will cover the use of those Services for the subscription period (if any) indicated. Subscription fees are subject to our Refund Policy. The fees for using a subscription Service will not change during the applicable subscription period, but are otherwise subject to change at any time. If we change our fees, we will give our Users at least 30 days’ notice by email to the email address provided to us in their Account information. We may from time to time offer promotions, such as our DNS promotion, that require a minimum term of service, and if you cancel or downgrade your Account before the expiry of that minimum term we have the right to charge you a termination fee equal to a pro rata portion of any promotional amount (and you authorize us to charge any such amount to you through the applicable Payment Processor). Further details of these promotions and the applicable minimum term are described on the applicable pages of our website.

   2. Automatic Renewal.

      Unless you notify Ideaform before the end of the applicable subscription period that you want to cancel your subscription Service and your Account with us or we give you such notice, your subscription will automatically renew and you authorize us to collect the then-applicable fees for such subscription (as well as any taxes) using any credit card or other payment mechanism we have on record for you. Subject to our Refund Policy, subscription Services including Portfolios and Photo Storage can be canceled at any time by contacting Ideaform at info@format.com.

   3. Our Payment Processors

      We use third party payment processors (each, a “Payment Processor”) to bill you for Services through a payment account linked to your Account. The processing of payments will be subject to the terms, conditions and privacy policies of the applicable Payment Processor, in addition to the Agreement. Our current Payment Processors are Stripe, Braintree, and PayPal, and your payments are processed by the applicable processor in accordance with its terms of service and privacy policy. You agree to pay us, through the applicable Payment Processor, all such charges at the prices then in effect for any purchase in accordance with the applicable payment terms. You agree to make payment using the payment method you provide with your Account. We reserve the right to correct, or to instruct the applicable Payment Processors to correct, any errors or mistakes, even if payment has already been requested or received.

9. Domain Names. For the domain name registration services (the “Domain Services”) that we provide to you, the following terms and conditions in this Section also apply (the “Domain Terms”). Your use of the Domain Services provided by us serves as your consent to the Domain Terms. Some of our service packages include us registering an Internet domain name or renewing your existing domain name (the “Domain Name”) on your behalf. For the purpose of procuring and/or maintaining domains, we will act only as the agent between you and the domain name service provider responsible for domain name allocation (the “Registrar”), which will be OpenSRS.com (sponsoring registrar: Tucows.com Co.). All new registrations and subsequent renewals of those registrations will therefore also be subject to the terms and conditions contained in the OpenSRS.com master domain registration agreement located at: https://opensrs.com/wp-content/uploads/Tucows_ExhibitA.html (the “Master Domain Registration Agreement”), as it may be amended from time to time, and also to such other agreements applicable to those registrations or to the related services you purchase from us that Tucows.com Co. posts on its website from time to time, and in the case of a .ca registration, also to the CIRA Registrant Agreement that CIRA posts on its website from from time to time (all such agreements, together with the Master Domain Registration Agreement, the “Registrant Agreements”) to the same extent as if all of the terms and conditions of all of the Registrant Agreements were set forth in their entirety in the Agreement. References in the Master Domain Registration Agreement to “Tucows” shall, for the purposes of the Agreement, mean both Tucows.com Co. and Ideaform, severally, and references in the Master Domain Registration Agreement to “Reseller” shall mean Ideaform. Your breach of the terms and conditions of the Registrant Agreements is a breach of the Agreement. We reserve the right to utilize another domain name service provider at any time, in which case the terms and condition of such organization will apply to these Domain Terms and such other domain name service provider shall be deemed a “Registrar” for purposes of the Agreement.

   In addition, if you purchase “registry lock” services from us in relation to a .com or .net domain name, you agree to the applicable terms of service listed on Verisign’s website, and if you purchase them for a .ca domain name, you agree to the applicable terms of service listed on CIRA’s website.

   Subject to the requirements of our Privacy Policy, in order for us and the Registrar to comply with current rules and policies for the domain name system, you hereby grant to us and to the Registrar the right to disclose to third parties through an interactive publicly accessible registration database (such as WHOIS) any mandatory information that you are required to provide when registering or reserving a domain name.

   We may from time to time run promotions in which we provide one (1) free domain name for up to one year (or other applicable promotional period). The domain will be registered in your name and, subject to the Agreement, is yours to keep, as long as you cover any applicable domain registration fees following the promotional period. Any such promotion may include terms and conditions, and all such promotions only apply to certain top-level domains (e.g. .com, .net, and .org), and only apply when you are signing up for a new plan. We have the right to apply other restrictions if we believe that a promotion is being abused or misused.

   You are responsible for providing correct and complete data regarding the domain name holder (“Registrant”) and the administrative contact when registering the domain name. The technical contact in all cases will be Ideaform Inc. Before applying for a domain name, it is your responsibility to check that the domain name does not violate the rights of any third party or contravene any applicable law, rule or regulation, and that you are eligible to apply for and hold that domain name. We may defer activation of a domain name until payment of the agreed fees for the registration services has been received. You acknowledge that there may be a delay before the configuration of your domain name propagates through the internet. We are in no position to influence the allocation of the domain name by the Registrar. We can neither guarantee that the requested domain names will be allocated to you and/or that allocated domain names are free of third-party rights nor guarantee their continued existence. Any information we provide regarding the availability of a domain name is based on the data provided by third parties and only refers to the time that information is requested. The domain will not be deemed as allocated before registration of the domain in the name of you, the Registrant, and its entry in the database of the Registrar.

   The initial registration term for purchased domains may vary and such registration will auto-renew for renewal terms that may also vary. You will be charged for auto-renewal on the applicable default renewal cycle forty-five (45) calendar days before your domain expires (even if that date differs from your Portfolio, Photo Storage or Account website subscription renewal date). You can, of course, opt out of auto-renewal by turning off the auto-renew option in your settings at any time before the auto-renewal takes effect. Each purchased domain name is registered in your name and, subject to the Agreement, is yours to keep, as long as you pay the applicable fees. Your right and title to your domain name allows you to transfer a purchased domain to another domain provider; however, you will not be eligible for a refund of registration fees paid to us for transferred domains. Regardless of the identity of the Registrant or any other contact information in your domain name records, any domain name registered through us using your Account is covered by the Agreement.

   Maintaining accurate and current billing information is a mandatory condition of maintaining your Account. Such data must include the full and real name of the Registrant, a physical mailing address (PO boxes or anonymous addresses are not permissible), a valid email address and telephone number. If this information changes, you must immediately inform us of this change by updating it online. Please note that if your billing information, including your current credit card information, is not current, we will not renew your Domain Services and they may subsequently expire.

   Subject to the Agreement and those of the Registrar, you may transfer all domain names registered through us to another domain name service provider by following the instructions that we provide. Should we, due to your failure on the part of you, the account holder, or the new domain name service provider, be unable to make the domain transfer to your new domain name service provider, we are expressly entitled to have the cancelled domain name deleted by the relevant domain name service provider after the cancellation date has lapsed, and we will not be liable to you or any third party for such deletion. We reserve the right to allow domain transfers only if you have settled all undisputed pending claims with us.

   It may not always be possible to recover a domain name after it has expired, and we have sole discretion in determining when a domain name can be renewed post-expiry and what fees will be applicable. If you forfeit a domain name for non-payment, we will have the right, in our sole discretion, to: (a) register and use the domain name for its own purpose; (b) sell or transfer the domain name to a third party; or (c) delete the domain name and allow any new registrant anywhere in the world to register the domain name anew. Further, you agree that we may charge the credit card you have on file with us to recover any amounts outstanding on your account.

   On certain occasions, domain name registrations may become the subject of a legal challenge. If we are made a party to any legal action by virtue of one of your domain name registrations, you agree to be responsible for all of our costs and legal fees and to indemnify and hold us harmless from any action. If we are notified that a complaint has been filed with a judicial or administrative body regarding your domain name, we may, at our sole discretion: (a) lock or suspend your ability to use, make modifications to, or transfer your registration records; and/or (b) deposit control of your registration record with the appropriate judicial entity by supplying a registrar certificate from us.

   You must notify us immediately if you lose the rights to a domain name registered by us on your behalf.

10. Third Party Services. The Services are integrated with various third party services and applications (collectively, “Third Party Services”) that may make available to you their content and products. Examples of Third Party Services include social media platforms, eCommerce Payment Processors (as defined below), domain name registrars, our Payment Processors, stock images and email service subscriptions for sale via the Services and other integration partners and service providers. These Third Party Services may have their own terms and policies, and your use of them will be governed by those terms and policies. We don't control Third Party Services, and we’re not liable for Third Party Services or for any transaction you may enter into with them, or for what they do. Your security when using Third Party Services is your responsibility. You also agree that we may, at any time and in our sole discretion, and without any notice to you, suspend, disable access to or remove any Third Party Services. We’re not liable to you for any such suspension, disabling or removal, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses you may experience as a result (except where prohibited by applicable law).

11. Copyright Infringement. As Ideaform asks others to respect its intellectual property rights, it respects the intellectual property rights of others. If you believe that material available through the Services violates your copyright, you are encouraged to notify Ideaform at the contact information below. Ideaform will terminate a visitor’s access to and use of the Services if, under appropriate circumstances, the visitor is determined to be an infringer of the copyrights or other intellectual property rights of Ideaform or others. In the case of such termination, Ideaform will have no obligation to provide a refund of any amounts previously paid to Ideaform.

12. Intellectual Property. The Agreement does not transfer from Ideaform to you any Ideaform intellectual property, or any third party intellectual property that we provide through the Services, and all right, title and interest in and to all such property will remain (as between the parties) solely with Ideaform. Ideaform, format, format.com, the format.com logo, and all other trademarks, service marks, graphics and logos used in connection with format.com or the Services are trademarks or registered trademarks of Ideaform or Ideaform’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Services may be the trademarks of other third parties. Your use of the Services grants you no right or license to reproduce or otherwise use any Ideaform or third-party trademarks.

13. Feedback. We welcome your feedback, ideas or suggestions about us or our Services (“Feedback”), but you agree that we may use your Feedback without any restriction or obligation to you, even after the Agreement is terminated. This Section does not limit or affect any rights you may have under applicable data protection laws.

14. Portfolios, Their End Users and eCommerce on Portfolios.

    This Section of the Agreement deals with the relationships between our Users and their End Users in connection with Portfolios, including with eCommerce between them on Portfolios (as more fully defined below, “Portfolio eCommerce”). eCommerce using Prints Marketplace is dealt with in Sections 6 and 7 of the Agreement.

    Portfolios may have their own End Users. Our Users agree that their Portfolios and their End Users are their own responsibility, and that they are solely responsible for compliance with any laws or regulations related to their Portfolios and/or their End Users. We’re not liable for, and won’t provide Users with any legal advice regarding, their Portfolios or their End Users.

    When End Users purchase from our Users’ Portfolios, they are contracting with them directly, and we have no responsibility for their purchases. End Users agree that we have no responsibility for our Users’ Portfolios or for any Portfolio eCommerce that End Users engage in with our Users’ Portfolios.

    In addition, with respect to our End Users and their Portfolios:

    1. Portfolio eCommerce Responsibilities. The Services include features that enable you to provide or sell products and services to, or otherwise collect payments from, your End Users through your Portfolios (such activities, “your Portfolio eCommerce”). We’re not a party to, and we aren’t liable for, your Portfolio eCommerce. You're solely responsible for your Portfolio eCommerce, and compliance with any laws or regulations related to it, including without limitation the following:

       1. Taxes. You're solely responsible for: (a) all applicable national, provincial, state, local or other taxes (“Taxes”) and fees associated with your Portfolio eCommerce, including without limitation any Taxes related to the purchase or sale of products or services in connection with your Portfolio eCommerce; (b) collecting, reporting and remitting required Taxes to relevant government authorities; (c) informing your End Users of required Taxes, and providing them with invoices as required by applicable law; (d) monitoring distance sales thresholds in the EU and other indirect Taxes (such as value-added tax or goods and services tax) and registration thresholds in the countries where you have customers or where you ship goods to or provide services to; and (e) registering for indirect Taxes in countries where you are required to register. You also agree that any tax estimates, reporting or related materials that we may provide via the Services are for illustration purposes only, and you may not rely on them to comply with your tax obligations. We do not give tax advice, and nothing we say should be interpreted as such.

       2. Fulfillment and Delivery. You're solely responsible for fulfilling and delivering your Portfolio eCommerce products and services to your End Users.

       3. Claims and Warranties. You're solely responsible for any claims or warranties you make in connection with your Portfolio eCommerce and any claims made by End Users against you.

       4. Customer Service. You're solely responsible for handling any comments or complaints related to your Portfolio eCommerce, including without limitation any issues related to payments, promotions, refunds or chargebacks. You agree to provide accurate and complete contact information on your Portfolios so that your End Users can submit comments or complaints to you.

       5. Website Terms, Policies and Legal Compliance. You agree to post and make clearly available on your Portfolios a privacy and cookie policy, and any other terms or policies that may be required by applicable law, and you warrant that your Portfolios and your Portfolio eCommerce and your conduct will comply with all applicable laws and regulations. You agree that we won’t provide any legal advice regarding such terms, policies or compliance.

       6. Consumer, eCommerce and other Laws. You are also responsible for complying with any consumer, ecommerce and related laws related to your Portfolio eCommerce.

    2. Portfolio eCommerce Restrictions. You may not offer or sell any products or services which, in our sole discretion,: (a) we consider hazardous, counterfeit, stolen, fraudulent, abusive or adverse to our interests or reputation; (b) are prohibited for sale, distribution or use; or (c) otherwise fail to comply with any applicable laws or regulations, including without limitation with respect to intellectual property, trade secrets, privacy or publicity rights, consumer protection, product safety or trade regulations or export controls, regulations or sanctions.

    3. Portfolio eCommerce Suspensions. While we’d prefer not to, we may, at any time and in our sole discretion, and without any notice to you, suspend, restrict or disable access to or remove your Account, Your Portfolios or your Portfolio eCommerce, without any liability to you or to any End Users, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses (except where prohibited by applicable law). For example, we may suspend your Portfolio eCommerce if you’re violating the Agreement.

    4. Portfolio eCommerce Payment Processors. To accept payments from your End Users in connection with your Portfolio eCommerce, you may integrate your Portfolios with certain third party payment processors (“eCommerce Payment Processors”). Your relationship with such eCommerce Payment Processors is governed by those eCommerce Payment Processors’ terms and policies. We don’t control and aren’t liable for any eCommerce Payment Processors, or for any transaction you may enter into with or through any eCommerce Payment Processors. eCommerce Payment Processors are a Third Party Service, as defined in Section 10 of these terms and conditions. While we will try to provide advance notice, you agree that we may, at any time and in our sole discretion, and without any notice to you, suspend, restrict or disable access to or remove from the Services, any eCommerce Payment Processors, without any liability to you or to any End Users, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses (except where prohibited by applicable law). Your eCommerce Payment Processors may provide invoices for any transaction fees associated with your Portfolio eCommerce transactions.

15. Changes. Ideaform reserves the right, at its sole discretion, to modify or replace any part of the Agreement (including our Privacy Policy. , our Cookie Policy. and our Data Processing Policy ). If we modify or replace it, we will give Users notice by email to the email address they provide to us in their Account information or we will post a notice that will be conspicuously visible (for example, a banner notice at the top of the applicable page) to Users the next time after the change that they use the Services. Your continued use of or access to the Services following such notice or such a posting of a notice constitutes acceptance of those changes. If you disagree with or do not accept any such changes, your sole option is to terminate your use of the Services. If you do so, we will cancel your Account and, if you are a paid subscriber, we will refund to you the prorated portion of fees you have previously paid to us that corresponds to the unused portion of your subscription. Ideaform may also, in the future, offer new Services and/or features through the Application (including, the release of new tools and resources). Such new features and/or Services shall be subject to the terms and conditions of the Agreement.

16. Termination. Ideaform may terminate your and your End Users’ access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate the Agreement or your format.com Account (if you have one), you may simply discontinue using the Services. Notwithstanding the foregoing, if you have a paid subscription Account, such Account can only be terminated by Ideaform as expressly permitted under the Agreement, or if you materially breach the Agreement and fail to cure such breach within thirty (30) days from Ideaform’s notice to you thereof; provided that, Ideaform can terminate the Services immediately as part of a general shut down of our Service. All provisions of the Agreement which by their nature should survive its termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability. If your use of the Services or Account is suspended or terminated, or if your Account type is changed and the amount of storage you have purchased is reduced, you may lose access, possibly permanently, to some or all of the Content that you have provided to us. It is your responsibility to ensure that you have backups of your Content. We have no liability to you for the loss of any of your Content for any reason, including because your use of the Services or Account is suspended or terminated, or your Account type is changed and the amount of storage you have purchased is reduced.

17. Disclaimer of Warranties. The Services, the Application and all Content, media and products are provided “as is”. To the maximum extent permitted by law, Ideaform and its suppliers and licensors hereby disclaim all warranties related thereto of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement, and any refund or return permitted or provided for in the Agreement is offered as a gesture of goodwill and limited as described. Neither Ideaform nor its suppliers and licensors makes any warranty that the Services or the Application will be error-free or that access thereto will be continuous or uninterrupted. You understand that you download or otherwise obtain content through the Services at your own discretion and risk.

18. Limitation of Liability. In no event will Ideaform, or its suppliers or licensors, be liable with respect to any subject matter of the Agreement under any contract, tort (including negligence), strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement or substitute products or services; (iii) for interruption of use or loss or corruption of data; (iv) for any amounts that exceed, in the case of the purchase of Services, $20 and, in the case of the purchase of a product, at our sole discretion the amount of any of (W) the purchase cost of that product, (X) the replacement of the product or the supply of an equivalent product, or (Y) the repair of such product; (v) relating in any way to our Users’ Portfolio eCommerce or to their End Users; or arising from or related to the acts and omission of our Users or End Users or to their Content, media or products. Ideaform shall have no liability for any failure or delay due to matters beyond our reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

19. General Representation and Warranty. You represent and warrant that (i) your use of the Services and that any Content, media or products that you offer or provide using the Services will be in strict accordance with the Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the country in which you reside) and (ii) your use of the Services will not infringe or misappropriate the intellectual property rights of any third party.

20. Indemnification. You agree to indemnify and hold harmless Ideaform, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees (i) arising out of your use of the Services, including but not limited to your violation of the Agreement and including your use of Domain Services, or (ii) arising from or related to the use of, access to, interaction with or reliance upon, your eCommerce or End Users.

21. Miscellaneous. The Agreement constitutes the entire agreement between Ideaform and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Ideaform, or by the posting by Ideaform of a revised version in accordance with the Agreement. Except to the extent applicable law, if any, provides otherwise, the Agreement, the Services, any access to or use of the Application and any sale or purchase of products through the Service will be governed by the laws of the Province of Ontario, Canada, and you irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario located in the City of Toronto, Ontario, Canada with respect to any dispute or claim arising out of or in connection therewith. If any part of the Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of the Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under the Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Ideaform may assign its rights and obligations under the Agreement without condition. The Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. You confirm that you prefer the Agreement and any related documents be in English. Vous confirmez préférer que cette convention et les documents s'y rattachant soient rédigés en anglais.