Terms & Conditions
Last updated on Sunday May 9th, 2021
Britten, Inc. d/b/a Customwallpaper.com is a custom ordering services platform for consumers to submit their designs to print on wallcovering at Customwallpaper.com. Customwallpaper.com permits individual users to upload original artwork to be printed on wallcovering. These terms and conditions (the "Artist Agreement") govern the respective rights and obligations of Customwallpaper.com and the artist, as well as accepted use of the Customwallpaper.com platform by the artist.
1.1 "Artist", "You" or "Your" refer to the individual user who uses the platform to produce a product on Customwallpaper.com with the intent of uploading artwork for print.
1.2 "Design" and "Your Design" refer to the original artwork, including illustrations, graphics, vector files, renderings, and other text or images in hard copy or digital format provided by the Artist for display on the Site or on physical or electronic products made by or for Customwallpaper.com.
2. PROPRIETARY RIGHTS & INTELLECTUAL PROPERTY LICENSE.
2.1 You acknowledge and agree that any content, including but not limited to text, data, photos, graphics, etc., or other material uploaded to the Customwallpaper.com site is protected by trademarks, service marks, patents, copyrights, or other proprietary rights and laws. You may not publish, reproduce, copy in whole or in part, nor upload, download, post, email, sell, or otherwise distribute artwork or content in violation of applicable copyright and other intellectual property laws.
2.2 You grant Customwallpaper.com the right to make modifications to the Design as necessary to prepare the Design for production of any Product or for other manufacturing purposes.
3. MATURE CONTENT.
3.1. Customwallpaper.com in its sole discretion reserves the right to reject or remove a Design that incorporates mature content, including but not limited to Designs that contain vulgar or crude language; contain lewd or lascivious depictions or descriptions of sex acts; contain depictions or descriptions of male or female genitalia; promote hatred, racism, homophobia, xenophobia, bullying, or scorn of individuals or groups; and/or promote violence, self-harm, self-mutilation, or suicide.
4. REPRESENTATIONS & WARRANTIES.
4.1 YOU REPRESENT AND WARRANT THAT THE DESIGN IS AN ORIGINAL WORK CREATED AND WHOLLY OWNED BY You, OR THE DESIGN IS PROPERLY LICENSED FOR REPRODUCTION, DISPLAY, AND DISTRIBUTION, AND YOU ACKNOWLEDGE THAT NEITHER Customwallpaper.com NOR ANY OTHER PARTY INVOLVED WITH THE PRODUCTION OF ANY PRODUCT INCORPORATING THE DESIGN ASSUMES THAT RESPONSIBILITY, AND THAT Customwallpaper.com’s PRODUCTION OF ANY PRODUCT DEPICTING THE DESIGN DOES NOT INDICATE THAT Customwallpaper.com APPROVES OF THE DESIGN, THAT THE DESIGN CONFORMS WITH ALL APPLICABLE LAWS, OR THAT YOU ARE ABSOLVED OF ANY LIABILITY OR HARM ARISING FROM THE USE OF THE DESIGN.
4.2 YOU REPRESENT AND WARRANT THAT THE DESIGN DOES NOT INFRINGE ON ANY RIGHTS OF THIRD PARTIES, INCLUDING COPYRIGHTS, TRADEMARKS, SERVICE MARKS, TRADE SECRETS, PATENTS, MORAL RIGHTS, RIGHTS OF PUBLICITY, OR OTHER INTELLECTUAL PROPERTY RIGHTS, AND THAT THE DESIGN DOES NOT CONTAIN ANY SCANDALOUS, LIBELOUS, DEFAMATORY, OR OTHER UNLAWFUL MATTER.
4.3 YOU REPRESENT AND WARRANT THAT THERE ARE NO OUTSTANDING DISPUTES IN CONNECTION WITH THE PROPERTY RIGHTS, INTELLECTUAL PROPERTY RIGHTS, OR OTHER RIGHTS IN THE DESIGN OR ANY PARTS OF THE DESIGN.
4.4 YOU UNDERSTAND THAT CUSTOMWALLPAPER.COM WILL COOPERATE WITH COPYRIGHT/TRADEMARK OWNERS, THEIR REPRESENTATIVES, ATTORNEYS, AGENTS OR ASSIGNS IF ANY DESIGN YOU HAVE UPLOADED IS ALLEGED TO HAVE INFRINGED UPON THEIR INTELLECTUAL PROPERTY RIGHTS. SUCH COOPERATION MAY INCLUDE, BUT IS NOT NECESSARILY LIMITED TO, PROVIDING YOUR NAME AND CONTACT INFORMATION, PLUS ANY SALES INFORMATION IN THE EVENT A LAWSUIT IS FILED AGAINST YOU FOR COPYRIGHT/TRADEMARK INFRINGEMENT. YOU SPECIFICALLY AGREE THAT CUSTOMWALLAPER MAY RELEASE ANY AND ALL INFORMATION REQUESTED BY LAW ENFORCEMENT OR COPYRIGHT/TRADEMARK OWNERS, THEIR REPRESENTATIVES, ATTORNEYS, AGENTS OR ASSIGNS AND HEREBY RELEASE CUSTOMWALLPAPER.COM FROM ANY AND ALL LIABILITY FOR THE RELEASE OF SUCH INFORMATION.
4.4 YOU HEREBY REPRESENT AND WARRANT TO CUSTOMWALLPAPER.COM THAT THIS AGREEMENT HAS BEEN DULY AND VALIDLY EXECUTED AND DELIVERED BY YOU AND CONSTITUTES YOUR LEGAL, VALID, AND BINDING OBLIGATION, ENFORCEABLE AGAINST YOU IN ACCORDANCE WITH ITS TERMS; AND THAT THE EXECUTION, DELIVERY, AND PERFORMANCE BY YOU OF THIS AGREEMENT IS WITHIN YOUR LEGAL CAPACITY AND POWER, HAS BEEN DULY AUTHORIZED BY ALL REQUISITE ACTION ON USER'S PART, REQUIRES THE APPROVAL OR CONSENT OF NO OTHER PERSONS, AND NEITHER VIOLATES NOR CONSTITUTES A DEFAULT UNDER THE (a) PROVISION OF ANY LAW, RULE, REGULATION, ORDER, JUDGMENT, OR DECREE TO WHICH USER IS SUBJECT OR WHICH IS BINDING UPON YOU, OR (b) THE TERMS OF ANY OTHER AGREEMENTS, DOCUMENT, OR INSTRUMENT APPLICABLE TO USER OR BINDING UPON USER.
5. LIMITATION OF LIABILITY.
5.1. CUSTOMWALLPAPER.COM OR ITS SUPPLIERS OR RESELLERS OR VENDORS SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE USE OR INABILITY TO USE THE CUSTOMWALLPAPER.COM SITE OR ANY INFORMATION PROVIDED ON THE CUSTOMWALLPAPER.COM SITE OR ANY OTHER HYPERLINKED WEB SITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF CUSTOMWALLPAPER.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE WEB SITE OR ANY HYPERLINKED WEB SITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INDICENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, CUSTOMWALLPAPER.COM’S LIABILITY IS LIMITED TO THE SMALLEST AMOUNT PERMITTED BY LAW. THIS PARAGRAPH WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR LIMITED REMEDY.
6.1. You agree that Customwallpaper.com has no responsibility or liability as to Your Design. You agree to indemnify, defend, and hold harmless Customwallpaper.com, managers, employees, and agents from and against any and all liability, claims, losses, damages, injuries, or expenses (including reasonable attorney's fees) relating to a breach of Your obligations under this Agreement, arising in tort, such as libel or defamation; or because of the violations of any third party intellectual property rights of editorial content, artwork, design, or other materials.
7. GOVERNING LAW.
7.1. This Agreement shall be deemed to be a contract made under the laws of the United States of America and the State of Michigan and for all purposes shall be interpreted in its entirety in accordance with these laws, without regard to conflicts of law principles. The courts of the State of Michigan shall have exclusive jurisdiction over any claims, motions, or disputes arising from or relating to this Agreement, including validity, enforceability, or existence thereof.
8. FORCE MAJEUR.
8.1. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, earthquakes, war (or similar), governmental action, labor conditions, acts of God, or any other cause which is beyond the reasonable control of such party.
9.1. If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court o competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.
10.1. The headings for each section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.
11. ELECTRONIC SIGNATURE.
11.1 You agree to be bound by any electronic affirmation, assent or agreements transmitted through Customwallpaper.com site. You represent and warrant that You have the authority to agree to this Agreement. You agree that any decision or action to click on an "I agree," "I consent," or other similarly worded "button" or entry field using a mouse, keystroke, or other computer device constitutes such legally binding and enforceable affirmation, assent, or agreement and is the legal equivalent of Your handwritten signature.
12. INDEPENDENT EVALUATION.
12.1. You acknowledge that You have read this Agreement and agree to all terms and conditions contained herein. You have had the opportunity to seek the advice of independent counsel prior to undertaking the obligations contained herein, You have independently evaluated the desirability of undertaking this Agreement, and You are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
13. ENTIRE AGREEMENT.
13.1. This Agreement constitutes the entire agreement between the You and Customwallpaper.com and supersedes any prior understanding or representation of any kind preceding the term of this Agreement. There are no other promises, conditions, understandings, or other agreements, whether oral or written, relating to the subject matter of this Agreement.