Terms of Service
All sellers (“designers”, “you”, “your”) to the SWRM website at www.swrm.com (“the website”) are entering a binding legal agreement on the following terms (the “agreement”) when using the website. The agreement is between you and SWRM INC ( “SWRM”, “we”, “us”, or “our”) and use of this website indicates continued acceptance of this agreement.
To sell on SWRM, you will be required to become a registered member (“member”) of the website by setting up a password protected account which requires you to select a username and password when registering to become a member. You must become a member before placing any content (defined as information, text, data, graphics, images, photographs, sound, video, music or any other material posted on the website), including writing any comments in forums or reviews, or making any purchases. In its sole discretion, SWRM may refuse any user name that it decides is inappropriate and / or refuse any person from becoming a member.
You are responsible for actions made on the website using your password, including any products purchased or sold and any content displayed or messages sent, even if these actions were not approved or contemplated by you. By using SWRM, you are solely responsible for any loss caused by any use of your password by you, or any other person. You agree that you will not disclose your password to any other person and you will not keep your password where it can be copied or used by anyone other than you. If you suspect someone else knows your password, you must change it immediately.
SWRM, acting as independent contractor, will facilitate marketing and sale from customers for the purchase of your products once an order has been made through www.swrm.com ("the website"). SWRM will arrange to fulfill those orders by facilitating payment for and manufacture of your products (“Services”). SWRM will then arrange for the delivery of your products as per the customer’s instructions.
Depending on the demand of the items, these may be screen printed or direct to garment (digital printing). SWRM will ultimately decide at its sole discretion on the print process based on sales to maximize efficiency.
SWRM will provide the Services pursuant to this agreement until termination in accordance with its terms.
You agree that SWRM is free to act in any capacity for any other person interested in promoting, marketing and obtaining orders from members of the public for the purchase of their arts over the website, including any art that is the same as, or similar to, your products.
You grant SWRM permission to dispose of any inventory that becomes excess as a result of refund, reprint, fraud, product sampling or promotional activities, in any manner we see fit.
SWRM specifically grants to you a non exclusive license to use SWRM artists' name, likeness and create assets available on SWRM for design purposes only. By using SWRM, you grant SWRM exclusive ownership of every design uploaded to SWRM throughout the universe in perpetuity.
Inappropriate content includes, but is not limited to, content that infringes the copyright or other intellectual property rights of any person or company (i.e. including using two separate artists on the same garment), or that defames or vilifies any person, people, races, religion or religious group, is obscene, pornographic, indecent, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory or otherwise objectionable. SWRM reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content and will not be held liable.
SWRM reserves the right to remove any design deemed to be inappropriate.
Please help us by using our flag feature to highlight any inappropriate, or potentially inappropriate, content you see on the website. You can do this by clicking the "Inappropriate Content" link that will be displayed beside each piece of art content guidelines. If you believe your copyright or other intellectual property rights are being infringed, you are able to make a formal complaint by emailing us: email@example.com.
You grant SWRM an exclusive royalty free license to use your intellectual property defined as information, text, data, graphics, images, photographs, sound, video, music or any other material posted online by users for the purpose of this agreement relating to your products, which includes intellectual property owned by artist and brand partners licensed to SWRM, for the purpose of enabling us to carry out the Services.
By using SWRM, you agree that SWRM reserves the right to remove your designs within two years of upload to swrm.com in exchange for payment of $350 USD per design to you on net 60 payment terms. SWRM will send you a purchase request to the email address you provide upon registration, at which time you have 30 days to respond to that email with your payment information. If you do not respond to SWRM’s purchase request within 30 days, SWRM may remove the design from the site and send payment to the email address stored.
You hereby allow SWRM to facilitate the sale of your product which includes payment, processing and arranging for manufacturing your product (s) in respect of the orders placed by the customers via the website and SWRM will facilitate such payment, and manufacturing in accordance with reasonable business practices unless you otherwise instruct prior to the placement of that order by a customer.
Sale of your products
The retail price charged to customers who purchase your product is made up of the “base price”, your creator margin (“your margin”), and any relevant sales tax (such as Sales Tax, GST, VAT, etc) By selling your products on SWRM, you are liable to account for all taxes to the appropriate tax authorities. Shipping charges will also be added to the retail price. When making each individual work available for sale you are able to select any percentage markup you wish, greater than or equal to the minimum selling price provided to you, above the base price.
SWRM is not your employer, nor are you considered a contractor. It’s important to remember that you’re selling your work on SWRM as an independent artist. SWRM does not issue 1099s or any other tax documentation.
We may change the base price at any time without specific notice to you and this will affect the dollar value of your margin, which is calculated as a percentage of the base price (e.g. if we increase our base price, your margin will also increase). The retail price will not change on an individual sale after a customer has submitted an order to the website.
You agree that SWRM makes no representation that it will be able to procure an order for your products, whether at the retail price or at all, nor that you will obtain any benefit by entering into this Services Agreement.
Production priority is based on sales volume. SWRM reserves the right to prioritize top selling items for production.
You authorize SWRM to collect, hold and distribute the retail price (“sale proceeds”) from customers on the terms set out in this clause. SWRM will also charge the customer for the shipping which will be retained by us and not affect the amount to be distributed to you. Chargebacks and refunds may be deducted from future payouts as SWRM's discretion.
You authorize SWRM to deduct the base price from the sales proceeds for your products before distributing your margin (which will include tax if applicable).
You will be paid 20% of NET sales. NET is SELLING PRICE - BASE PRICE on 60 day payouts on payments over $20 USD. You choose what the selling price is, so long as it meets the required minimum. Payment will usually take place during the last week of each calendar month. Payments under $20 USD will be paid out annually by February of the following year.
All payouts are made using PayPal. The actual timing of the deposit to your account from PayPal may depend on how quickly a seller’s bank processes the request. For international PayPal payments, we deduct a $2.50 USD foreign transaction fee for all payments $99 USD or less and $5.00 USD for all payments $100 USD or more. If payouts are not accepted by you, the designer, via your designated PayPal address, it is not our responsibility to notify you that payment was returned. For any questions regarding default payments, email us at firstname.lastname@example.org.
You must be 16 years or older to sell designs on swrm.com. This is a legal requirement as people under the age of 16 are not able to enter into a legal contract with SWRM.
Country and Currency Options. Available Funds can only be deposited into bank accounts in the United States, Australia, Canada, the European Union, Hong Kong, New Zealand, Norway, Singapore, and Switzerland in the following currencies: USD
It is your responsibility to ensure SWRM has current details of your postal address and appropriate payment details which may include banking and other personal billing information. SWRM will not be liable for any loss suffered by you if you provide us with incorrect details in relation to the payment method. If we are unable to pay you because you have given us incorrect details or your details are out of date, we will hold your margin for up to 12 months from the payment date. If you have not notified SWRM of any amendment to the payment method details in that time your margin proceeds will be forfeited to SWRM or donated to a charity of our choice.
If you remove an item from your store with pending sales, SWRM reserves the right to fulfill all pending orders made prior to your removal.
SWRM reserves the right to debit your account for payment disputes and late returns for up to 6 months from the item purchase.
Sales reporting will be provided once a month. For additional inquiries, please email email@example.com.
Each party is responsible for their own taxes associated with each transaction and will account for any taxes imposed by governments or governing authorities, and related accounting or audit requirements arising out of, as a result of, incidental to, or in connection with obligations under this Services Agreement. We recommend that you consult with your tax advisor as to the application of taxes for you, as the seller of the merchandise. This may include Sales Tax, Income Tax, VAT, GST and other transactional taxes.
SWRM will not collect or pay taxes on your behalf as SWRM is merely acting as an agent in facilitating the sale of your product to the customers. The amounts distributed to you will be deemed to be inclusive of any taxes, if applicable. You will at all times be solely responsible for reporting and remitting any tax liabilities arising out of the sale of your products together with any potential interest or penalties that any tax authority may levy as a result of non-compliance.
You agree to indemnify, defend and hold us, our officers, directors, employees, agents and representatives harmless, as well as, all third parties printing, manufacturing and/or otherwise fulfilling the products you are selling via the website, their officers, directors, employees, agents and representatives harmless, from and against any and all claims, damages, losses, liabilities, costs (including reasonable legal fees) or other expenses that arise directly or indirectly out of or from:
- your breach of any clause of this agreement;
- any allegation that any materials that you submit to us or transmit to the website infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or
- your activities in connection with the website.
- all claims, debts, accounts, expenses, costs, liens, actions and proceedings of any nature whatsoever, whether known or unknown by any person, arising from, incidental to, or by virtue of, the appointment, or any breach or non performance of your obligations
This indemnity will be applicable without regard to the negligence of any party, including any indemnified person, and will survive the termination of this Services Agreement. SWRM reserves the right to seek reimbursement for any legal action taken as a result of your designs uploaded to swrm.comProcedure for Reporting Infringements of Copyright under the Digital Millennium Copyright Act, 17 U.S.C. 512 ("DMCA") or Infringements of Other Intellectual Property Rights:
SWRM has a zero tolerance policy for infringement of copyrights and other intellectual property rights. If you believe in good faith that any Content or Products made available through the SWRM Services infringes upon your intellectual property rights, you may submit a notice of claimed infringement to us (a "NOCI") by providing the following information in writing to our designated Intellectual Property Rights Agent (listed below) ("Designated Agent"):
- A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright or other intellectual property right that has been allegedly infringed;
- Identification of the works claimed to have been infringed, or if this is a single notification of a copyright infringement claim covering multiple copyrighted works on the Site, as permitted under the Digital Millennium Copyright Act, 17 U.S.C. 512 ("DMCA"), a representative list of such works on the Site;
- Identification of the Content or Product that is claimed to be infringing or to be the subject of infringement activity and that is to be removed or access to which is to be disabled, including information reasonably sufficient to permit SWRM to locate the material;
- Information reasonably sufficient to permit us to contact the complaining party, including address, telephone number and e-mail address;
- A statement that the complaining party has a good faith belief that the use of the Content or Product is not authorized by the copyright owner or other intellectual property rights owner, its agent, or the law; and
- A statement made under penalty of perjury that the information in the NOCI is accurate and that the complaining party is authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.
Limitation of liability
In no case will SWRM be liable for any consequential loss or damage suffered by you arising from this Terms of Service Agreement. To the extent permitted by law, all warranties and conditions implied by law are hereby expressly excluded.
Security of information
No data transmission over the Internet can be guaranteed as totally secure. We strive to protect such information, however we do not warrant and cannot ensure the security of any information that you transmit to us. Accordingly, any information that you transmit to us is transmitted at your own risk.
Terminating this agreement
You can give notice of termination of this Services Agreement by contacting us at firstname.lastname@example.org.
SWRM may give notice of termination of this Services Agreement to you in writing at any time.
After notice of termination in the manner described in this agreement, you authorize us to complete any non-disputed transactions in progress in relation to your products, which we will do on the terms of this Services Agreement. Termination of this Services Agreement will take effect once these transactions have been completed. SWRM reserves the right, upon termination, to set off against any payments to be made to the seller, an amount determined by us to be adequate to cover any anticipated chargebacks, refunds, adjustments or other amounts that might be paid to buyers in connection with purchases from the seller's payment account for a prospective 180-day period. At the end of the 180-day period following termination, we will disburse to the seller any amount not used to offset chargebacks, refunds, adjustments, or such other amounts paid to buyers, or seek reimbursement from the seller via any of the means authorized in this Policy for any additional amount required to offset chargebacks, refunds, adjustments, or other amounts paid to buyers, as applicable.