Terms of Service

Welcome to the Kitkoo Service, which provides users with the ability to create and sell custom merchandise, apparel, and digital products (collectively "Merchandise" or "products") and buyers with the ability to find and purchase high-quality, unique Merchandise. Throughout these Terms of Service, the terms "we," "us," and "our" refer to Kitkoo or its affiliates.

By accessing or using the Kitkoo Service, you agree to be bound by these Terms of Service, as well as Kitkoo's Privacy Policy and Acceptable Use Policy (collectively, the "Agreement"). If you do not agree to this Agreement, you are not authorized to use the Kitkoo Service. These Terms of Service apply to all of our products and services.

Note: If you are located in Europe (including the United Kingdom), some sections of these Terms of Service do not apply to your use of the Kitkoo Service. Please see the Additional Terms for European Users below for additional terms which apply to your use of the Kitkoo Service.

A. Use of the Kitkoo Service

Information You Provide:

Certain features of the Kitkoo Service require registration. If you choose to register, you agree to provide and maintain accurate, current and complete information about yourself. Registration data and personal information about you are governed by our Privacy Policy.

Member Account, Password and Security:

You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. Please immediately notify Kitkoo of any unauthorized use of your password or account or any other breach of security. Kitkoo reserves the right to terminate accounts and/or listings that are inactive for six (6) months or more.

Multiple Member Accounts Prohibited:

Operating and maintaining multiple member accounts is prohibited. If you have a legitimate business need for a second account, you can apply for an exception to this policy by following the process outlined in Kitkoo's Creator Resources.

Age Requirement:

If you are under 13 years of age, you are not authorized to use the Service. If you are under 18 years old, you may use the Kitkoo Service only with the approval of your parent or guardian.

Applicable Laws:

In connection with your use of the Kitkoo Service, you will comply with all applicable laws, regulations and industry standards.

B. Sellers: Creation and Implementation of Product Listings

Kitkoo Service allows sellers to create and sell custom physical and digital merchandise through product listings. By creating a listing through the Kitkoo Service, you represent and warrant that you own or are the licensee of all intellectual property or other proprietary rights necessary to create and implement the listing ("Listing Rights"), including any rights relating to the name, description, images, text, or URL used for the listing.

Key Obligations:

Kitkoo Holdings does not claim any ownership rights in the content you upload to the Kitkoo Service
You grant Kitkoo Holdings a nonexclusive, worldwide, fully paid up, transferable, sublicensable license under your Listing Rights
Each listing must meet reasonable production standards
You are solely responsible for payment of any income taxes applicable to amounts you earn

C. Intellectual Property Complaints

Kitkoo takes any allegations of infringement seriously. If Kitkoo receives any complaint or allegation that your listing or any resulting Merchandise constitutes an unauthorized use of a third party's rights, you understand that Kitkoo may terminate or delay your listing, in its sole discretion.

Kitkoo will consider complaints of possible infringement only from parties that own, or have the exclusive right to exploit, the applicable intellectual property. If you believe that a Kitkoo user has infringed upon your rights, please notify Kitkoo through our Intellectual Property Claim page or contact us by mail at the address provided at the end of these Terms of Service, attention Legal Department.

Repeat Infringer Policy:

Kitkoo has adopted a policy of terminating, in appropriate circumstances and at Kitkoo's sole discretion, users who are deemed to be repeat infringers. Kitkoo may also at its sole discretion limit access to the Kitkoo Service or terminate the memberships of any users who infringe or violate any intellectual property or other rights of others.

D. Purchasing of Merchandise or Creator Tools

Order Confirmation:

Where we accept your order, we will confirm such acceptance by sending you a dispatch confirmation email or email on which the digital product is available for download (Order Confirmation). The contract in relation to the Merchandise ordered (Contract) will only be formed when the Order Confirmation is sent.

Returns:

You acknowledge and agree that goods produced by us for you are bespoke, custom-made goods, they are produced specifically for you once you place an order. We do not hold stock and would not, but for your order, have produced the goods. You further agree that you do not have a right to change your mind with respect to digital products purchased by you. Other than where goods, including digital products except for NFTs, are faulty, you have no right to cancel any order or return any goods and all orders are final.

Creator Tools:

Kitkoo offers certain Kitkoo Services for Creators (each a "Creator Tool"). The Creator Tools are optional services designed to help Creators maximize their sales performance. Each Creator Tool is offered on either a purchase or a subscription basis and subject to service-specific term and conditions.

E. Price and Payment Processing

Price:

The price of Merchandise is as quoted on the Kitkoo Service from time to time. Kitkoo reserves the right to determine pricing for the Creator Tools (the "CT Fee"). All CT Fees are in U.S. Dollars and are non-refundable unless otherwise specified herein.

Auto-renew Subscription:

Subscription Services will automatically renew for successive periods unless you cancel, or we terminate your access to the Subscription Services. By subscribing to a Subscription Services, you authorize Kitkoo or its Payment Processor to periodically charge the Subscription Fee on a going-forward basis for each Subscription Period.

Payment Processing:

We may use a third-party payment processor ("Payment Processor") to process your payments for Merchandise or Creator Tools. The processing of payments will be subject to the terms, conditions, and privacy policies of the Payment Processor in addition to these Terms of Service.

Cancelation of Subscription Services:

You may cancel the Subscription Services at any time by navigating to the "My Purchases" section of your user dashboard, clicking the "Manage" button associated with the Creator Tool, and selecting "Cancel" or by contacting us at support@kitkoo.com. YOUR CANCELLATION MUST BE RECEIVED BEFORE THE RENEWAL DATE IN ORDER TO AVOID CHARGES FOR THE NEXT SUBSCRIPTION PERIOD.

F. Kitkoo's Proprietary Rights

You are only authorized to use the Kitkoo Service for the purpose of engaging in business transactions with Kitkoo. You may not use any automated technology to scrape, mine or gather any information from the Kitkoo Service or otherwise access the pages of the Kitkoo Service for any unauthorized purpose.

The technology and software underlying the Kitkoo Service or distributed in connection therewith are the property of Kitkoo, our affiliates and our partners (the "Software"). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software.

The Kitkoo name and logos are trademarks and service marks of Kitkoo Holdings, LLC (collectively the "Kitkoo Trademarks"). Nothing in these Terms of Service or the Kitkoo Service should be construed as granting any license or right to use any of Kitkoo Trademarks displayed on the Kitkoo Service, without our prior written permission in each instance.

G. Third Party Websites

The Kitkoo Service may provide links or other access to third-party websites or resources on the Internet. Kitkoo Holdings has no control over such websites or resources and is not responsible for and does not endorse such websites or resources. Kitkoo Holdings shall not be liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, events, goods, or services available on or through any such website or resource.

H. Disclaimer of Warranties

YOUR USE OF THE KITKOO SERVICE IS AT YOUR SOLE RISK. THE KITKOO SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. KITKOO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO ANY LISTING, MERCHANDISE, OR SERVICE, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

KITKOO MAKES NO WARRANTY THAT THE KITKOO SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE KITKOO SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. KITKOO DOES NOT WARRANT THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE KITKOO SERVICE WILL BE ACCURATE OR RELIABLE.

I. Limitation of Liability

KITKOO WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF KITKOO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE.

IN NO EVENT WILL KITKOO'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID KITKOO OR KITKOO HAS PAID YOU IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

J. Termination

Kitkoo, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the Kitkoo Service and remove and discard any content within the Kitkoo Service, for any reason. Further, you agree that Kitkoo will not be liable to you or any third party for any termination of your access to the Kitkoo Service.

L. Governing Law

These Terms of Service will be governed by the laws of the State of California without regard to its conflict of law provisions. With respect to any disputes, you and Kitkoo agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within San Francisco County, California.

M. General

These Terms of Service constitute the entire agreement between you and Kitkoo and govern your use of the Kitkoo Service, superseding any prior agreements between you and Kitkoo with respect to the Kitkoo Service. The failure of Kitkoo to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision.

If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect.

N. Notice for Users in California

Under California Civil Code Section 1789.3, users of the Kitkoo Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

You may contact us at Kitkoo Holdings, located at 347 3rd Ave, New York, NY 10010, USA.

O. Additional Terms for European Users

Our liability:

Nothing in these Terms of Service shall limit or exclude our liability to you for death or personal injury caused by our negligence, for fraudulent misrepresentation, or for any other liability that, under consumer protection or other law, may not be limited or excluded.

Buyers: Purchasing of Merchandise:

Prices include VAT but exclude delivery costs, which will be automatically added (at the cost shown) to the total amount due as set out when you view the items in your shopping basket, once you have selected your chosen different delivery method. Our VAT registration number is GB186156289.

Faulty Merchandise:

If you are a consumer, once we accept your order for Merchandise, we are under a legal duty to supply products (including digital products) that are in conformity with these Terms of Service. If any Merchandise you order is damaged or faulty when delivered to you or has developed a fault, you may have one or more legal remedies available to you, depending on when you make us aware of the problem, in accordance with your legal rights.

Arbitration Agreement and Class Action Waiver

Any dispute arising out of or related to these Terms of Service or the Kitkoo Service (collectively, "Disputes") shall be resolved by binding arbitration, rather than in court, except as provided in Section T below.

The Federal Arbitration Act and federal arbitration law apply to these Terms of Service. Arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes.

Opt-Out:

You may opt out of this arbitration agreement. If you do so, neither you nor Kitkoo can require the other to participate in an arbitration proceeding. To opt out, you must notify Kitkoo in writing within 30 days of the date that you first became subject to this arbitration provision. The opt-out notice must be mailed to Kitkoo Holdings, 347 3rd Ave, New York, NY 10010, and include your name, address, and username or email address you use for Kitkoo, and an unequivocal statement that you want to opt out of this arbitration agreement.