Disrupt Terms of Service
Disrupt Terms of Service
The following terms and conditions (the "Agreement") govern all use of the Disrupt Industries services (the "Service"). The Service is owned and operated by Disrupt Industries Inc. ("Disrupt Industries"). The Service is offered subject to your (the "User") acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies and procedures that may be published from time to time on the Site by Disrupt Industries – including, without limitation, Shipping, Return Policy, Privacy Policy and others. If you do not agree this Agreement, do not use the Site.
Disrupt Industries is a manufacturing on demand company who want to outsource the manufacturing, printing and delivering component. Disrupt Industries white-label prints and dropships the products ("Products") directly to your customers ("Customers").
Access & Membership
In order to enjoy all the benefits of Disrupt Industries, the User must register and become a member ("Member"). Membership requires that the User registers their details and consent with Disrupt Industries.
Disrupt Industries may change, suspend,or discontinue the Services, Products, fees, charges, terms at any time, including the availability of any feature or content. Disrupt Industries may also impose limits on certain features and Services or restrict User's access to parts or all of the Services without notice or liability.
The User certifies to Disrupt Industries that if User is an individual (i.e., not a corporation) the User is at least 18 years of age. The User also certifies that it is legally permitted to use the Service, and takes full responsibility for the selection and use of the Service. This Agreement is void where prohibited by law, and the right to access the Service is revoked in such jurisdictions.
Modifications
Disrupt Industries reserves the right, at its discretion, to modify this Agreement, fees, charges, terms at any time. The User shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Service by the User following such notification constitutes the User's acceptance of the terms and conditions of changes as modified.
Content
Your Content on Our Services
Content that you post using our Services is your content (so let’s refer to it as “Your Content” from this point on). We don’t make any claim(s) to it. That includes anything you list using our Services (like your images, designs, name of items)
Responsibility for Your Content. You understand that you are solely responsible for Your Content. You represent that you have all necessary rights to Your Content and that you’re not infringing or violating any third party’s rights by listing it or using it on your products sold, manufactured, or warehoused by Disrupt Industries Inc.
Permission to Use Your Content. By using our services Disrupt Industries agrees that your content will remain yours. This means that we will never use your content without your expressed permission. Expressed consent is defined by Disrupt Industries Inc. as any form of written request to use content.
Rights You Grant Disrupt Industries. By approving the posting Your Content, you grant Disrupt Industries Inc. a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, display, edit, modify, reproduce, distribute, store, and prepare derivative works of Your Content to provide the Services and to promote Disrupt Industries Inc. your Disrupt Industries Inc. the Services in general, in any formats and through any channels, including across any Disrupt Industries Inc. Services or third-party website or advertising medium.
Reporting Unauthorized Content. Disrupt Industries Inc. respects intellectual property rights and follows intellectual property laws. Because of our esteemed respect, we are committed to following appropriate legal procedures to remove infringing content from the Service(s).
Intellectual Property. Disrupt Industries respects your work and empowers you to express your ideas. We ask that you respect the work and creative rights of others. You need to either own the content you submit to Disrupt Industries, or have the express authority to use, display, and resell it. Content must comply with right of publicity, trademark and copyright laws, and all other applicable state and federal laws.
Trademarks and Infringement of Intellectual Property: In events where we receive proper notice of intellectual property infringement, Disrupt Industries Inc. strives to respond quickly by removing, blocking, or disabling access to the allegedly infringing material. When Disrupt Industries Inc. removes, blocks or disables access in response to a notice, Disrupt Industries Inc. makes a reasonable attempt to contact the allegedly infringing party, provide information about the notice and removal, and, in cases of confirmed copyright infringement, provide information about counter notification.
Counter DMCA Notifications: If Disrupt Industries Inc. receives a DMCA counter notification, the removed material may be replaced or access to it may be restored 10 business days after receipt of the counter notice, unless the copyright owner files an action seeking a court order against the allegedly infringing party and informs Disrupt Industries Inc. of this action. Disrupt Industries Inc. sends a copy of the counter notice to the original complaining party.
Repeat Infringement: Disrupt Industries Inc. terminates account privileges of members that are subject to repeat notices of intellectual property infringement in appropriate circumstances and at Disrupt Industries Inc.’s discretion.
Copyright Responsibility. You agree and attest by accepting these terms and conditions and using our Services that you own all rights (copyrights) for the content you submit, or if you are not the owner, that you have express authority and written permission to use the content, and that you have all of the rights required to display, reproduce, and sell the content.
If content that you own and have rights to has been posted to the Services without your permission and you want it removed, please contact our customer service department directly for further escalation and review within 30 business days from date of first reporting.
If Your Content infringes another person’s intellectual property as stated in section F, we will block it at our discretion
Inappropriate, False, or Misleading Content. This should be common sense, but there are certain types of content we don’t want submitted to Disrupt Industries Inc.’s Services (for legal reasons or otherwise). You agree that you will not post any content that is abusive, threatening, defamatory, obscene, vulgar, or otherwise offensive or in violation of any part of our Terms. You also agree not to post any content that is false and misleading or uses the Services in a manner that is fraudulent or deceptive.
Your Use of Our Services
License to Use Our Services. We grant you a limited, non-exclusive, non-transferable, and revocable license to use our Services, platforms, and integrations—subject to the Terms and the following restrictions in particular:
Don’t Use Our Services to Break the Law. You agree that you will not violate any laws in connection with your use of the Services. This includes any local, state, federal, and international laws that may apply to you or Disrupt Industries Inc.
For example, it’s your responsibility to obtain any permits or licenses that your store may require; you must not engage in fraud, theft, anti-competitive conduct, threatening conduct, or any other unlawful acts or crimes against Disrupt Industries Inc., another Disrupt Industries Inc. user, or a third party.
Don’t Try to Harm Our Systems. You agree not to interfere with or try to disrupt our Services, for example by distributing a virus or other harmful computer code into our platforms, third party services, or other programs or systems our clients may use to promote their products. You agree that Disrupt Industries Inc. reserves the right to audit our platforms (systems) to ensure integrity and compliance with this agreement, at the sole discretion of Disrupt Industries Inc.
Follow Brand Guidelines. The name “Disrupt Industries Inc.,” our iconography, phrases, logos, and designs that we use in connection with Services we provide are trademarks, service marks, or trade dress of Disrupt Industries Inc. in the US, Australia, European Union, and all other countries, that are used for proprietary purposes at our sole discretion.
Share Your Ideas. We love your suggestions and ideas! They can help us improve your experience and our Services. Any unsolicited ideas or other materials you submit to Disrupt Industries Inc. (not including Your Content or products you sell or warehouse through our Services) are considered non-confidential and nonproprietary to you. You grant us a nonexclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you at any time.
Communication Methods. Disrupt Industries Inc. will provide you with certain legal information in writing. By using our Services, you’re agreeing to our communication methods which describes how we provide that information to you. This simply means that we reserve the right to send you information electronically (by email, etc.) instead of mailing you paper copies (it’s better for the environment).
Warranties and Limitation of Liability (or the Things You Can’t Sue Us For)
Items Your clients Purchase through your sites. You understand that Disrupt Industries Inc. cannot and does not make any warranties about our clients' images, content, stores, or what they sell to their end customer that we may manufacture or warehouse. Any legal claim related to an item your customers purchase must be brought directly against you as the seller of the item. You release Disrupt Industries Inc. from any claims related to items sold through our Services, including consideration for defective items, misrepresentations by sellers, or items that caused physical injury (like product liability claims) from warehoused goods.
Content You Access. You may come across materials that you find offensive or inappropriate while using our Services. We make no representations concerning any content posted by users through the Services. Disrupt Industries Inc. is not responsible for the accuracy, copyright compliance, legality, or decency of content posted by users that you accessed through the Services. You release us from all liability relating to that content.
Policy Decisions on Content and Art. Policy decisions themselves are complex in nature. We consider many different and often divergent factors before coming to a decision about what is best for our company, communities, and clients. Because we are a creatively neutral company, we are on the side of freedom of expression. We also tend to allow items that have educational, historical, or artistic value, but we know that even those items are subject to a variety of valid and sometimes conflicting interpretations and emotional responses.
Art and history can be provocative, emotional, and divisive. There are some topics on which we may never reach a consensus as a society, and that is okay.
Third-Party Services. You may also need to use a third party’s product or service in order to use some of our Services. When you access these third-party services, you do so at your own risk. The third parties may require you to accept their own terms of use. Disrupt Industries Inc. is not a party to those agreements; they are solely between you and the third party.
Warranties. Disrupt Industries Inc. is dedicated to making our Services the best they can be, but we’re not perfect and sometimes things can go wrong. You understand that our Services are provided “as is” and without any kind of warranty (express or implied). We are expressly disclaiming any warranties of title, non-infringement, merchantability, and fitness for a particular purpose, as well as any warranties implied by a course of performance, course of dealing, or usage of trade.
We do not guarantee that: The Services will be secure or available at any particular time or location; any defects or errors will be corrected; the Services will always be free of viruses or other harmful materials; or the results of using the Services will meet your expectations. You use the Services solely at your own risk. Some jurisdictions do not allow limitations on implied warranties, so the above limitations may not apply to you
Liability Limits. To the fullest extent permitted by law, neither Disrupt Industries Inc., nor our employees or directors shall be liable to you for any lost profits or revenues, or for any consequential, incidental, indirect, special, or punitive damages arising out of or in connection with the Services or these Terms. In no event shall Disrupt Industries Inc.’s aggregate liability for any damages exceed the greater of one hundred ($100) US Dollars or the amount you paid Disrupt Industries Inc. in the past twelve months, whichever is least. Some jurisdictions do not allow limitations on incidental or consequential damages, so the above limitations may not apply to you.
Indemnification (or What Happens If You Get Us Sued)
We hope this never happens, but in the instance Disrupt Industries Inc. should get sued because of something that you did, you agree to defend and indemnify us. That means you’ll defend Disrupt Industries Inc. (including any of our employees) and hold us harmless from any legal claim or demand (including reasonable attorney’s fees) that arises from your actions, your use (or misuse) of our Services, your breach of the Terms, or your account’s infringement of someone else’s rights.
We reserve the right to handle our legal defence however we see fit, even if you are indemnifying us, in which case you agree to cooperate with us so we can execute our strategy.
Disputes with Disrupt Industries Inc.
If you’re upset with us, let us know right away, and hopefully we can resolve your issue. But if we can’t, then these rules will govern any legal dispute involving our Services:
Governing Law. The Terms are governed by the laws of the State in which Disrupt Industries resides as an organizational facility, without regard to its conflict of laws rules, and the laws of the United States of America. These laws will apply no matter where in the world you live, but if you live outside of the United States, you may be entitled to the protection of the mandatory consumer protection provisions of your local consumer protection law.
Arbitration. You and Disrupt Industries Inc. agree that any dispute or claim arising from or relating to the Terms shall be finally settled by final and binding arbitration, using the English language, administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rule in effect at that time (those rules are deemed to be incorporated by reference into this section, and as of the date of these Terms you can find them here or by calling the AAA at 1–800–778–7879). Arbitration will be handled by a sole arbitrator in accordance with those rules. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under the Terms will take place on an individual basis—class arbitrations and class actions are not permitted. You understand that by agreeing to the Terms, you and Disrupt Industries Inc. are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, each party shall have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court, and your claim remains on an individual, non-representative, and non-class basis.
Costs of Arbitration. Payment for any and all reasonable AAA filing, administrative, and arbitrator fees will be in accordance with the Consumer Arbitration Rules. If the value of your claim does not exceed $10,000, Disrupt Industries Inc. will pay for the reasonable filing, administrative, and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or brought for an improper purpose.
Forum. We’re based in multiple states so any legal action against Disrupt Industries Inc. related to our Services must be filed and take place in the state of choice solely reserved by Disrupt Industries Inc. That means the seat of any arbitration shall be in any state Disrupt Industries chooses. For any actions not subject to arbitration, you (where your contract is with Disrupt Industries Inc.) and Disrupt Industries Inc. agree to submit to the personal jurisdiction of a state court located in Los Angeles County, CA, or Delaware, DE, or (where your contract is confirmed with Disrupt Industries Inc. in Europe) you and Disrupt Industries Inc. agree to submit to the personal jurisdiction of the courts of the United Kingdom.
Modifications. If we make any changes to this “Disputes with Disrupt Industries Inc.” section after the date you last accepted the Terms, those changes will not apply to any claims filed in a legal proceeding against Disrupt Industries Inc. prior to the date the changes became effective. Disrupt Industries Inc. will include all changes to any terms and policies in the “Change Log” section of our website at least 30 days prior to the date the change will become effective. If you do not agree to the modified terms, you may send Disrupt Industries Inc. a written notification (including email) or close your account within those 30 days of notice.
Rejection of Modification: By rejecting a modified term or permanently closing your account, you agree to arbitrate any disputes between you and Disrupt Industries Inc. in accordance with the provisions of this “Disputes with Disrupt Industries Inc.” section as of the date you last accepted the Terms, including any changes made prior to your rejection. If you leave open or reopen your closed account or create a new account, you agree to be bound by the current version of the Terms of Service and Conditions.
Changes to the Terms and Conditions of Content
We may update these Terms from time to time. If we believe that the changes are material, we’ll definitely let you know by doing one (or more) of the following: (1) posting the changes through the Services or (2) sending you an email or message about the changes. That way you can decide whether you want to continue using the Services. Changes will be effective upon the posting of the changes. You are responsible for reviewing and becoming familiar with any changes. Your use of the Services following the changes constitutes your acceptance of the updated Terms.
Some Finer Legal Points
The Terms and Conditions for content, including all of the guidelines and policy that make up the Terms in totality, supersede any other agreement between you and Disrupt Industries Inc. regarding the Services. If any part of the Terms is found to be unenforceable, that part will be limited to the minimum extent necessary so that the Terms will otherwise remain in full force and effect. Our failure to enforce any part of the Terms is not a waiver of our right to later enforce that or any other part of the Terms. We may assign any of our rights and obligations under the Terms.
Responsibility of members and visitors
Violation of any of this Agreement or other rules will result in the termination of your Disrupt Industries account.
Disrupt Industries and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content that is available via the Disrupt Industries Services. Without limiting the foregoing, Disrupt Industries and its designees shall have the right to remove any Content. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by Disrupt Industries or submitted to Disrupt Industries, including without limitation information in Disrupt Industries collaborations, posts and in all other parts of the Disrupt Industries Services.
Without limiting other remedies, we may limit, suspend or terminate our Service and User accounts, prohibit access to our Site, delay or remove hosted Content, and take technical and legal steps to keep Users off the Site if we think that they are creating problems, possible legal liabilities, or acting inconsistently with the letter or spirit of our policies. We also reserve the right to cancel unconfirmed accounts or accounts that have been inactive for extended periods of time. The User is responsible for providing Disrupt Industries with accurate information (including but not limited to its retail price). If the User has provided Disrupt Industries with inaccurate or false information, (a) the User shall be liable to Disrupt Industries for damages and losses (including but not limited to taxes) arising out of such inaccurate or false information and (b) the User shall reimburse such damages and losses (including but not limited to taxes) to Disrupt Industries, and (c) Disrupt Industries shall have the right to charge the Client for such damages and losses (including but not limited to taxes).
Payments and fees
Disrupt Industries accepts payment via stored credit card or monthly billing.
If by credit card Disrupt industries may save Member's credit or debit card information and use it for all future shipments and charges, which will automatically be charged to the saved card, unless the Member notifies Disrupt Industries through email.
Monthly billing is available to a select number of customers over a certain threshold of sales. All items transacted between the 1st and 19th of the Month will be invoiced on the 20th (or next business day) and need to be settled into the allocated bank account by the last working day of the month.
When you order a Product, or use a Service that has a fee, you will be charged then current fees, which we may change from time to time (such when we have holiday sales or offer you discount of base product price). The sale will be submitted for processing and you will be charged as soon as your customer has submitted an order on your site
An order or deemed to be placed once a customer has submitted an order on your site and the order data is transferred to Disrupt Industries. By placing an order, you are confirming that you are legally entitled to use the means of payment tendered and, in the case of card payments, that you are either the cardholder or have the cardholder's express permission to utilise the card to effect payment.
In case of an unfounded chargeback, the User shall reimburse Disrupt Industries for its losses, which consist of fulfilment costs and chargeback handling fees ($15 USD per chargeback).
We may refuse to process a transaction for any reason or refuse Service to anyone at any time at our sole discretion. We will not be liable to you or any third party by reason of refusing or suspending any transaction after processing has begun.
Unless otherwise stated, all fees and payments are quoted in U.S. Dollars. The User is responsible for paying all fees, payments and applicable taxes associated with our Site and Services. After receiving your order you will receive an e-mail from us confirming the details, description and price for the Products ordered together with some information on your rights to return your goods. Payment of the total price plus taxes and delivery must be made in full before dispatch of your Products.
Local taxes
User is responsible for (and shall charge) all sales taxes, VAT and other taxes and duties associated with the Products (if and as applicable). If the User is located in California, it is required to provide a valid California Resale Certificate or all orders sent to California subject to California sales tax rates on top of retail rates.
If the User is located in California, California tax rate is calculated as a percentage of retail price when it is provided to Disrupt Industries by User. When retail price of goods is unknown, Disrupt Industries calculates tax rate from Disrupt Industries price plus 10% in accordance with California Regulation 1706 if goods are shipped to California, or tax rate from Disrupt Industries price if goods are shipped to North Carolina.
Shipping and returns
Once a customer has submitted an order on your site, it might be not possible to edit or cancel your order. If you want to change some parameters, Customer addresses, etc., please check whether such an option is available by emailing us directly. We are not bound to make such modifications in your order, but we will do our best on a case-by-case basis. Replacement of Products and credits to your account for Products claimed as damaged or not received are subject to Disrupt Industries investigation and discretion.
The risk of loss and title for such items pass to the User upon our delivery to the carrier. It is the Customer's responsibility to file any claim with a carrier for a lost shipment if carrier tracking indicates that the Product was delivered. In such case Disrupt Industries will not make any refunds and will not resend the Product.
Disrupt Industries will review replacement/return requests only (a) if there will be missing or broken Product, or a print error if it is Disrupt Industries fault and (b) if Disrupt Industries will receive a complaint within 30 days from the day the Product was delivered to the Customer (or within 30 days after the estimated delivery date, if the Product is missing).
Description of products
Whilst many component parts of our Products are standard, all Products available for purchase are described within the description sheets provided. We always try to represent each design as accurately as possible via photography and copy points.
We have a policy of continuous Product development so we can provide you with what we consider the best design combined with best performance, and thus reserve the right to amend the specifications of Products, their price, packaging and any Service associated at any time, without prior notice. Before ordering, we thus invite you to have a close look at the Product description and design.
We use our best efforts to provide you with the best images and descriptions, but unfortunately cannot guarantee that colours and details in website images are 100% accurate representations of the product, and sizes might in some cases be approximate.
Sometimes during the manufacturing process Products can be damaged, obviously they won't be shipped out to Users and Customers, however they can still be used for charitable purposes. Disrupt Industries reserves the right to donate all damaged items with full or partial designs to charity and the User hereby waives its right to collect royalties or other fees regarding damaged products that are donated.
Purchase of products
Your order that is transmitted to us represents an offer to us to purchase a Product which is accepted by us once we have confirmed the order.
Disrupt Industries shall under no circumstances be held liable for any special losses due to specific circumstances of the User an/or Customer, indirect or consequential losses or wasted expenditure.
Orders are placed and received exclusively via API or CSV emailed directly to Disrupts Production. Before ordering from us, it is the Member's responsibility to check and determine full ability to receive the Products. Correct Customer’s address and post code/zip code, User’s up-to-date telephone number and e-mail address are absolutely necessary to ensure successful delivery of Products.
All information asked on the checkout page must be filled in precisely and accurately. Disrupt Industries will not be responsible for missed delivery because of a wrong delivery address or an inappropriate phone number. Should you like to ask for a change in the delivery address, notify change in a phone number or any other special requirements, please contact Disrupt Industries.
Packaging & Delivery
We commit to packing your goods as lovingly as we would our own. We deliver to Customers to most places in the world. User shall cover delivery costs. Delivery prices are additional to the Product’s price and may vary depending on delivery location and/or sort of Products, and additional charges may be added to the order for remote or difficult to access locations that require special attention.
Some Products are packaged and shipped separately. We cannot guarantee delivery dates and accept no responsibility, apart from advising you of any known delay, for Products that are delivered after the estimated delivery date. Flat rate delivery times are shown on the Site. It is only an average estimation, and some delivery can take longer, or alternatively be delivered much faster. All delivery estimates given at the time of placing and confirming order are subject to change. In any case, we will do our best to contact you and advise you of all changes. We try our best to make delivery of Product as simple as possible.
Ownership of the Products will only pass to you/Customer when we receive full payment of all sums due in respect of the Products, including delivery charges and taxes.
Release
You release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. You agree that Disrupt Industries has no control over and does not guarantee the delivery of the advertised collaborations and that Disrupt Industries shall be released from any and all damages resulting from the failure to receive any benefits of an anticipated collaboration.
Trade marks
If you use any of our trade marks in reference to our Products or Services, you must include a statement attributing that trade mark to us. You must not use any of our trade marks in or as the whole or part of your own trade marks; in connection with activities, Products or Services which are not ours; in a manner which may be confusing, misleading or deceptive; or in a manner that disparages us or our information, products or services (including the Site).
Indemnity
You will indemnify and hold Disrupt Industries (and its officers, directors, agents, subsidiaries, joint ventures and employees) harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this Agreement, or your violation of any law or the rights of a third party.
Law and Jurisdiction
If a dispute arises between you and Disrupt Industries, we strongly encourage you to first contact us directly to seek a resolution. We are only a phone call or email away and as your partners we’ll do everything we can to resolve any issues as fast as possible.
We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.
Contracts for the purchase of Products and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) must be resolved by a court located in the State of California. Any dispute or claim arising out of or in connection with Agreement or its formation (including non-contractual disputes or claims) will be subject to the non-exclusive jurisdiction of the courts of the State of California.
General
No agency, partnership, joint venture, employee-employer, franchiser-franchisee relationship, etc. is intended or created by this Agreement.
You acknowledge that you have all necessary permits to grant us with Customer’s personal data to fulfill this Agreement.
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. In our sole discretion, we may assign this Agreement upon notice to you. Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this Agreement.
Disrupt Industries reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time.