1 User Agreement
This User Agreement (hereinafter “Agreement”) is by and between anyone that accesses www.tzilla.com or www.tzilla.net or www.tzilla.org (including any and/or all of its pages and links) (hereinafter collectively the “Site”) and TZilla. As used in this Agreement anyone that accesses the Site will be referred to as a “User” and/or “You” and/or “Your.” This Agreement will be applicable with respect to use of the Site and any Goods and/or Services provided by TZilla to the User.
IF YOU ARE UNDER 13 YEARS OF AGE, YOU ARE NOT PERMITTED TO USE THIS SITE. IF YOU ARE UNDER 18 YEARS OF AGE BUT BETWEEN THE AGES OF 13 AND 17, YOU MAY USE THIS SITE WITH THE CONSENT, PERMISSION AND SUPERVISION OF YOUR PARENT OR LEGAL GUARDIAN SO LONG AS THAT PARENT OR LEGAL GUARDIAN IS AT LEAST 18 YEARS OF AGE, AGREES TO THIS AGREEMENT, AND AGREES TO BE LEGALLY RESPONSIBLE FOR YOUR USE OF THE SITE.
1. Terminology in this Agreement.
The following terms will have the meanings as explained in this Section 1.
a. Account: a methodology to gain access to the Services via logging into the Site with a username and password.
b. Beneficiary: the individual, company, entity or Charity who receives the funds from a particular Campaign.
c. Campaign: a fundraising mechanism used to sell Goods and/or Services to provide funds to the Beneficiary.
d. Charity: a charitable entity that is considered tax exempt under the United States Internal Revenue Code Section 501(c)(3).
e. Content: includes, but is not limited to, logos, graphics, photos, images, text and fonts.
f. Customer: the individuals, companies, entities or Charities that purchase Goods from TZilla.
g. Goods: the clothing apparel that is available for purchase on the Site.
h. Non-Personal Information: Your Internet Service Provider (“ISP”), Your Internet Protocol (“IP”) Address, Your browser type, the URL of the previous website You visited, Your operating system, device information and location.
i. Organizer: the individual, company, entity or Charity who sets up a Campaign and/or Storefront on the Site.
j. Personal Information : Your name, mailing address, phone number, email address, credit card number, tax identification number and other financial and personal information.
k. Services: the functionality and services that are offered on the Site to Registered Users including, but not limited to, the T-Shirt Generator.
l. Site: means www.tzilla.com and/or www.tzilla.net and/or www.tzilla.org.
m. Storefront: the dedicated on-line webpage(s) for each Campaign (and/or group of Campaigns) that acts as an e-commerce portal for the sale of Goods to the Customers that access the Site.
n. T-Shirt Generator : a feature of the Site that is available to Users (both Visitors and Registered Users) to custom design or modify graphic images for use on clothing apparel using TZilla’s and/or the User’s Content for use in a Campaign and/or on a Storefront.
o. User: the individuals, companies, entities or Charities that use and/or access this Site regardless of whether You are an unregistered Visitor or a Registered User.
2. General Description of the Site and the Goods and Services which TZilla Provides .
TZilla provides the public with original graphic art designs that can be personalized with limited customizations. These personalized designs can simply be purchased by the consumer, or, if the consumer is an authorized Organizer for his/her group or organization, the design can be utilized and sold in the form of a fundraiser to support his/her group or organization. TZilla will provide various online tools to help him/her manage the Campaign, including a dedicated webpage that is housed in TZilla's servers, that his/her organization can use to allow consumers to conduct purchase transactions. The final product sold by TZilla is in the form of a printed graphic on a garment. TZilla will collect payments directly from consumers, handle fulfillment, distribution/shipping, and provide customer support. At the end of the Campaign, TZilla will send a physical check to the Organizer (or its designated Beneficiary) for the difference between the price sold to his/her supporters (determined by the Organizer), and the cost of the TZilla finished product (disclosed to the Organizer on TZilla's webpage before he/she activates the Campaign). Post Campaign, TZilla will continue to send the Organizer (or its designated Beneficiary) monthly payments for any additional transactions generated from their dedicated webpage.
3. Types of Users.
a. Registered User: Anyone that establishes an Account on the Site will be a Registered User. As part of the Account registration process, You will be required to enter a valid email address, a username and a password to access the Services. You are not permitted to share or transfer Your Account with any other persons or entities. You are solely responsible for any and all use of Your Account. Please notify us immediately if You become aware that Your Account is being used without Your permission. If You register another person, group or entity, You hereby warrant that You are authorized to act on their or its behalf. You also warrant and agree that all of the information which You provide to us during the registration process will be true, correct, accurate and current and You agree to promptly update such information if anything should change. You may set up an Account either directly on the Site or via a third party sign-on service such as FaceBook or Twitter. As a Registered User, You can be an Organizer and/or a Customer.
b. Visitor: Anyone that does not have an Account but accesses the Site. As a Visitor, You may browse the Site but You will not have full access until You become a Registered User.
4. Fees and Return Policies .
a. TZilla Fees. Establishing an Account on the Site is free of charge. TZilla does however subtract its costs and charges a service fee as a portion of the total sales made during a Campaign and/or through a Storefront. By using the Site, You agree to our costs and fees. TZilla also charges credit card or other third-party processing fees in addition to our fees and costs. Any changes to fees and costs are effective after we post notice of the changes on the Site. The new fee/cost amounts will be used for Campaigns and/or Storefronts launched after the notice is posted.
If the Goods are defective or if the Content on the Goods are materially different than the Content created for the Campaign and/or Storefront, TZilla will accept returns provided that such issues are brought to our attention in writing within fifteen (15) days of shipping. If a return is warranted, TZilla will issue a Return Merchandise Authorization (RMA). No returns may be made without a TZilla issued RMA.
5. Intellectual Property Rights and Policies .
a. Intellectual Property Matters .
Unless otherwise stated, TZilla owns the copyright, trade marks and all other intellectual property rights for the Site and expressly reserves all rights in the same. You may print and download extracts from the Site for Your own noncommercial use and in respect of Your receipt of our Service, provided that You do not modify any of the TZilla Content and You do not remove any copyright or trade mark notification or other proprietary notices from such extracts. Unless we state otherwise, all other reproduction or use of extracts of Content is strictly prohibited.
b. Ownership of this Site and its Content .
TZilla is the owner of this Site, and as such, retains all right, title and interest in and to the Site, the Services, TZilla’s Content, all Storefronts and all of their related intellectual property rights. Please note that all software, code, methods, tools, functionality and the like used via the Site are owned by TZilla (and/or its vendors and partners) and may not be copied, reproduced, modified, posted, transmitted, republished, sold, or offered for sale in any way without TZilla’s prior written consent. The TZilla name and logo as well as look and feel of the Site are trademarks and trade dress of TZilla. Other trademarks and logos that appear on the Site are the property of their respective owners. Ownership of all such trademarks and trade dress shall belong to TZilla or those other trademark owners.
c. Ownership of Your Content.
You may be able to post and use Your own logos, graphics, photos, images, text and fonts (collectively “User Content”) while using the Services of the Site. If You do so, You hereby grant TZilla and our Users a perpetual, non-exclusive, royalty-free, transferable, sub-licensable, worldwide license to use, publicly display, publicly perform, store, reproduce, modify, create derivative works, and distribute Your User Content on or in connection with the Site and the Goods and Services offered on the Site. You represent and warrant that Your User Content and our use of Your User Content will not infringe any third party’s intellectual property rights, industrial rights, proprietary rights, privacy rights, confidentiality rights, publicity rights or otherwise violate any laws, statutes, treaties or ordinances.
d. Intellectual Property Infringement .
If You are an intellectual property rights owner and consider that any Content infringes Your intellectual property rights, You may notify us of such infringement by sending the following information to us: (i) identification of the work which You claim to be infringed; (ii) identification of the Content which You claim to infringe that work in order to allow us to locate the allegedly infringing material; (iii) Your complete contact details (including full name, postal address, telephone number, and email address); (iv)confirmation that You have not authorized the use of the Content in the manner complained of; (v) confirmation under penalty of perjury that the information You have provided to us is accurate and that You are the intellectual property owner or that You are authorized to act on behalf of the intellectual property property owner; and (vi) Your physical or electronic signature. Please send details of such infringement and signed statement under penalty of perjury to TZilla: by email to: firstname.lastname@example.org or by post to: TZilla, 13860 Stowe Drive, Poway CA 92064 U.S.A., Attn: General Counsel.
6. Privacy Issues and Policies .
7. Site Restictions; Charity; No Tax Advice; and Disputes Between Users .
a. Restrictions. Organizers are not permitted to create a Campaign and/or Storefront to raise funds for any illegal and/or immoral purposes. TZilla reserves the right, in its sole discretion, to take down any Campaign and/or Storefront that is in violation of this Agreement. TZilla may also terminate any Account that violates this Agreement.
b. Charity. Each Organizer and/or Beneficiary of a Campaign and/or Storefront shall be responsible for complying with all laws relating to the raising of funds for charity. If TZilla is contacted by any state and/or federal agency overseeing charitable solicitation activity, TZilla may refer that agency to the respective Organizer and/or Beneficiary. TZilla will also cooperate with any investigation by an agency or law enforcement officials. If any Organizer wishes to specify a charitable organization who will benefit from a Campaign, the Organizer must provide us with the U.S. Tax Identification Number for that charitable organization.
c. No Tax Advice from TZilla. Please note that TZilla does not provide any tax advice. It is the responsibility of each User to consult with its own tax advisor and comply with all tax laws. Such responsibility may include reporting and remitting the correct tax, if any, to the appropriate taxing authority for any monies that TZilla may pay to the Organizer and/or the Beneficiary in as much as the taxing authorities may classify funds raised via TZilla as taxable income. As such, we may require You to provide a Tax Identification Number to us for any Organizer and/or Beneficiary of Your Campaign so that we may report taxable income to the relevant taxing authorities if required to do so. It is also the responsibility of each Organizer and each Beneficiary to maintain proper records that may be required for tax purposes.
d. Disputes Between Users . You acknowledge and agree that TZilla is not responsible for resolving disputes between various Users. Nevertheless, if a dispute between Users is brought to our attention, we may (but are not obligated) to provide each User with the other User’s contact information to enable the Users to resolve their dispute amongst themselves.
8. Linking To This Site .
You may create a link from Your own website to the Site provided that You obtain our prior written consent and provided that You only do so on the basis that You link to, and do not replicate, the home page of this Site and You DO NOT: (a) create a frame or any other browser or border environment around this Site; (b) in any way imply that TZilla endorses any properties, products or services other than its own; (c) misrepresent Your relationship with TZilla or present any other false information about us; (d) use any of TZilla’s Content or trade marks without our express written permission; (e) link from a website that is not owned by You except for social media sites, including but not limited to FaceBook and Twitter where You have a registered account; or (f) display any content on Your website that is distasteful, offensive or controversial, infringes any intellectual property rights or other rights of any other person or otherwise does not comply with all applicable laws and regulations. TZilla expressly reserves the right to revoke without prior notice any right we grant to You to link to our Site should You breach any of these terms and conditions.
This Agreement including its terms and conditions and any rights and/or licenses granted hereby shall not be transferred and/or assigned by You under any circumstances. TZilla may transfer or assign this Agreement without restrictions.
10. No Formal Business Obligations .
This Agreement shall not constitute, create, give effect to, or otherwise imply a joint venture, pooling arrangement, partnership, or formal business organization of any kind between You and TZilla.
11. Governing Law .
This Agreement will be governed by the laws of the State of California, U.S.A. You agree that any claim or cause of action related to this Agreement, the Site, and/or any Goods and Services provided by TZilla must be filed within one (1) year after such claim or cause of action arose or be forever barred. You further agree that any claim or cause of action, can only be brought in an individual capacity and specifically may not be brought as a class action or any other type of representative action or proceeding.
You and TZilla agree that venue for any dispute arising out of and/or relating to this Agreement or any
Goods and Services provided by TZilla shall be in San Diego County, California, U.S.A. and hereby irrevocably submit to the exclusive jurisdiction of the state and federal courts located in San Diego County, California, U.S.A. except as otherwise agreed in the Arbitration section below.
13. Arbitration. YOU AND TZILLA AGREE THAT TZILLA MAY ELECT TO HAVE ANY DISPUTE RELATED TO THIS AGREEMENT, THE SITE AND/OR THE GOODS AND SERVICES PROVIDED BY TZILLA RESOLVED THROUGH BINDING ARBITRATION IN SAN DIEGO COUNTY, CALIFORNIA VIA AN ESTABLISHED ALTERNATIVE DISPUTE RESOLUTION PROVIDER SELECTED BY TZILLA. IF TZILLA MAKES THIS ELECTION, YOU AGREE TO MOVE OR TRANSFER ANY CASE OR PROCEEDING TO THE ALTERNATIVE DISPUTE RESOLUTION PROVIDER SELECTED BY TZILLA. ANY DECISION, JUDGMENT OR AWARD BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT OF COMPETENT JURISDICTION.
All headings used herein are intended for reference purposes only and shall not affect the interpretations or validity of this Agreement.
15. Entire Agreement .
16. Disclaimer & Limitations of Liability .
WHILST WE USE OUR REASONABLE ENDEAVORS TO ENSURE THAT OUR CONTENT IS ACCURATE AND UP-TO-DATE, WE DO NOT GIVE ANY WARRANTY OR GUARANTEE AS TO THE ACCURACY OR COMPLETENESS OF THE CONTENT. YOU ACKNOWLEDGE AND AGREE THAT THE CONTENT IS PROVIDED “AS IS” AND THAT YOU USE THE WEBSITE AND RELY ON THE CONTENT ENTIRELY AT YOUR OWN RISK.
Although we employ security measures to protect Your information from access by unauthorized persons and against unlawful processing, accidental loss, destruction and damage, You acknowledge that communications sent via the Internet cannot be guaranteed to be completely secure.
WE GIVE NO REPRESENTATION, WARRANTY OR GUARANTEE IN RESPECT OF THE SITE, THE CONTENT OR THE USER CONTENT OR ANY OF THE GOOD AND SERVICES FROM TIME TO TIME AVAILABLE IN CONNECTION WITH THE WEBSITE. WE DO NOT ENDORSE ANY USER CONTENT AND WE MAKE NO REPRESENTATION THAT THE INFORMATION SUPPLIED BY OUR SITE USERS IS VALID. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY IN CONNECTION WITH ANY USER CONTENT, FROM TIME TO TIME AVAILABLE ON OUR SITE. WE RELY SOLELY UPON THE INTEGRITY OF OUR SITE USERS. WE DO NOT VERIFY, EDIT OR CONTROL ANY INFORMATION UPLOADED ONTO OUR SITE BY YOU. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXCLUDE: ALL EXPRESS AND IMPLIED WARRANTIES, REPRESENTATIONS AND CONDITIONS WITH RESPECT TO THE SITE AND THE CONTENT; ALL LIABILITY FOR ANY COMMUNICATIONS THAT ARE LOST, INTERCEPTED, ALTERED OR OTHERWISE ACCESSED BY THIRD PARTIES; ALL LIABILITY FOR ANY DIRECT OR INDIRECT LOSSES, LOSS OF PROFITS OR OTHER CONSEQUENTIAL LOSS, DAMAGES, COSTS, EXPENSES OR LIABILITIES THAT YOU MAY SUFFER OR INCUR ARISING FROM YOUR USE OF THIS SITE AND/OR RELIANCE ON ANY CONTENT, INCLUDING (WITHOUT LIMITATION) ARISING OUT OF ANY COMMUNICATION SENT BY YOU TO US OR ANY COMMUNICATION SENT BY US TO YOU VIA THE INTERNET.
Without limiting the foregoing, under no circumstances shall we be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.
17. General Release .
If You are a resident of California, You hereby agree to waive the applicability of the California Civil Code section 1542 for unknown claims which states:
“ A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."
All Users, including those located in California, hereby waive this section of the California Civil Code and any similar provision in law, regulation or code that has the same effect or intent as the foregoing general release language.
You agree to defend and indemnify TZilla from and against any and all claims, actions, proceedings, damages, losses, liabilities and expenses (including legal fees) suffered by us arising out of or in connection with any one of the following: (a) Your use of the Site; (b) a breach by You of any of the terms and conditions of this Agreement; or (c) any infringement by You of the intellectual property rights or privacy rights of a third party or a breach by You of a duty of confidentiality to a third party. This defense and indemnification obligation will survive this Agreement and Your use of the Site and/or Service.
19. Written Communications .
When using our Website, You accept that communication with us will be mainly electronic. TZilla will contact You by e-mail or provide You with information by posting notices on our Site. For contractual purposes, You agree to this electronic means of communication and You acknowledge that all contracts, notices, information and other communications that we provide to You electronically comply with any legal requirement that such communications be in writing.
20. Notices & Complaints .
All notices and complaints given by You to TZilla (including any complaints that You may have) should be sent to TZilla: by e-mail to: email@example.com or by post to: TZilla, 13860 Stowe Drive, Poway, CA 92064 U.S.A. We may give notice to You via postings on our Site or via an email address supplied by You to us. Notice will be deemed received and properly served immediately when posted on our Site, 48 hours after an e-mail is sent, or two days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified email address of the addressee.
21. Changes & Modifications To This Site And The Services .
TZilla may make changes to the Site and/or the Services from time to time with or without notice. If You object to any such changes, Your sole recourse will be to stop using the Site and Services. Continued use of the Site and/or Services will indicate Your acknowledgment and agreement to such changes. TZilla also reserves the right to discontinue the Site and/or Services in whole or in part at any time with or without notice
22. Changes & Modifications To This Agreement .
TZilla may make changes to this Agreement from time to time. Any such changes will become effective when posted on the Site. If You object to any such changes, Your sole recourse will be to stop using the Site and the Services offered on the Site. Continued use of the Site and/or the Services will indicate Your acknowledgment of such changes and Your agreement to be bound by the modified Agreement.
23. Date of Last Agreement Update .August 1, 2014 at Poway, California, U.S.A.