Format Prints Marketplace – Appointment and Fulfilment Agreement

This agreement (the “Appointment and Fulfilment Agreement”) contains the terms and conditions under which the users of our Prints Marketplace service who use the service to sell their media on products (“you”, “your” and terms of similar meaning) to their customers, appoint Ideaform Inc. (together with our affiliates and subsidiaries, “Ideaform”, “we”, “us”, “our” and terms of similar meaning) to facilitate and fulfil those transactions (the “transactions”) on the terms set out in this Appointment and Fulfilment Agreement and in the rest of the Agreement (as defined in the terms and conditions governing the use of our Prints Marketplace service). The services that we provide to you under this Appointment and Fulfilment Agreement are referred to as the “Fulfilment Services”. Terms used and not defined in this Appointment and Fulfilment Agreement have the meanings given to them in the Agreement.

You enter into this Appointment and Fulfilment Agreement with us when you first offer your media for sale on a product using the Services, and it remains in effect, unless terminated in accordance with its terms, as long as you continue to use the Services to do so.

1. The Fulfilment Services and Our Appointment

   1. The Fulfillment Services are as follows:

      1. We will market to and obtain orders from customers for the purchase of your media on products through Prints Marketplace (in this Appointment and Fulfilment Agreement we refer to those products as “your products”).

      2. We will collect customer payments for those products.

      3. We will arrange for third parties to fulfil those orders by facilitating payment for and manufacture of your products, and we will arrange for third parties to deliver your products in accordance with the customer’s instructions, and we will pay such third parties the amounts due to them for the manufacture and delivery of your products.

      4. We will then remit to you any remaining amounts, less our commissions and other charges due to us, less any amounts that are refunded / discounted to customers due to product damage, etc., and less any other amounts due to us from you under the Agreement, all in accordance with this Appointment and Fulfilment Agreement.

      5. We will facilitate the processing of customer support inquiries related to the foregoing, including with respect to requests for repairs and refunds.

      6. We will from time to time also perform various other services, to be determined by us in our sole discretion from time to time, in support and facilitation of the foregoing.

   2. We provide the Fulfilment Services to you as an independent contractor, appointed by you under this Appointment and Fulfilment Agreement to act in accordance with it, with the Agreement and with your instructions given from time to time in accordance with such agreements, all in relation to the performance of our Services related to Prints Marketplace.

   3. We will provide the Fulfilment Services to you until the termination of this Appointment and Fulfilment Agreement in accordance with its terms.

   4. We are 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 media on products through our Services, including any that are the same as, or similar to, yours Appointment and Fulfilment Agreement.

   5. You grant Ideaform 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 determine, in our sole discretion.

2. Your License to Us and Our Standing Instructions

   1. You grant Ideaform a non-exclusive royalty-free license to use your intellectual property relating to your media for the purpose of enabling us to carry out the Fulfilment Services.

   2. You hereby instruct Ideaform to facilitate the sale of your media on products as described in Section 1, all in accordance with reasonable business practices, and unless in the case of any particular order that you timely otherwise instruct us prior to the placement of that order.

3. Sale of your products

   1. Pricing Products. The retail price charged in Prints Marketplace to customers who purchase any particular item of your products is made up of any applicable manufacturing and fulfilment costs and Taxes (as defined below) charged by our manufacturing and other fulfilment suppliers for the product (we refer to this amount as the “Product Cost”), plus the mark-up that you determine for that product through the Service (we refer to this mark-up as the “Markup”), minus any discounts that you or we provide to the customer (through discount codes, etc. – we call these “Discounts”). We refer to this amount – Product Cost plus Markup, minus Discounts – as the “Subtotal”. This is the price paid by the customer before delivery costs.

   2. Markups. When making each particular item of your products available for sale you are able to select any percentage Markup you wish, greater than or equal to zero. The percentage Markup that you select through the Services for each particular item of your products determines your proceeds for each sale of that product. You may change the Markup at any time by changing your selection through the Services, but the Markup may not change on an individual sale after a customer has submitted an order through Prints Marketplace. For clarity, you are responsible for collecting and timely remitting to the appropriate authorities any Taxes due on the sale of your products. You may choose to factor such Taxes into the Markup you select, but note that our Commissions (as defined below) are calculated upon the Subtotal – see below for more information.

   3. Discounts. For clarity, in addition to any Discounts that you may offer from time to time, we may from time to time, and without notice to you, offer Discounts to customers of Prints Marketplace. Our offering of such Discounts will not discriminate against you or treat you differently than other similar or similarly situated users of Prints Marketplace.

   4. Your Proceeds from Sales of Your Products. The proceeds that you receive from a sale of your products (we call this the “Payout Amount”) are calculated by deducting from the Subtotal the following: (i) the Product Cost, and (ii) the amount charged by us as our commission for your use of Prints Marketplace (we call these the “Commissions”). For clarity, sales that are refunded / returned/ discounted due to damage, etc. are reduced accordingly in these calculations.

   5. Commissions. Our Commission rates are expressed as percentages of the Final Price and are described on our website, and are inclusive of any Taxes we collect on Commissions. We may change the Commissions from time to time as described in Section 15 of our Terms of Service, but any such change will not affect any sales made before the effective date of the change.

   6. Calculation Example. For example, if the Product Cost for a product is $100, your Markup is $100, the applicable Commission is 10% and the customer uses a “10% off” Discount code, the Subtotal – the price paid by the customer before delivery costs – is equal to $100 (Product Cost) + $100 (Markup) – $20 (Discount) = $180 (Subtotal), and your Payout Amount from that sale is equal to $180 (Subtotal) – ($100 (Markup) + $18 (Commission)) = $62.

   7. Product Costs. Product Costs are published on our website. We may change Product Costs at any time without specific notice to you and this will affect the dollar value of your profit (e.g. if we increase the Product Cost for a product, and your Markup % remains the same, the Subtotal will also increase). The Product Cost will not change on an individual sale after a customer has submitted an order for it through Prints Marketplace.

   8. Taxes on Sales of Your Products. Any relevant sales or other excise or transactional taxes (such as state taxes, HST, VAT, etc., all of which are referred to collectively in this agreement as “Taxes”) due upon the sale of your products which Ideaform and / or you (as the case may be) are liable to account for to the appropriate tax authorities, and any applicable shipping charges, are deemed to be included in the Payout Amount, and are your responsibility. You are responsible for ensuring that the price paid by the customer for your products is sufficient to permit you to collect the Taxes you are required to remit in relation to the sale of your products on Prints Marketplace.

   9. Delivery charges. The Services charge customers for delivery of your products according to the customers’ instructions. We pay those delivery charges directly to our third party delivery service providers.

   10. Notices of Sales. Ideaform will notify you in accordance with the settings in your Account when an order has been placed for your products.

   11. Currency. While our Services may permit you to display estimates of amounts in various currencies, the currency of record for Prints Marketplace is the US dollar and all product prices, all amounts charged to customers and all amounts that we pay to you for your product sales through Prints Marketplace are denominated and paid in US dollars.

   12. No Representations or Warranties. Ideaform makes no representation or warranty that we will be able to obtain any orders for your products, whether at the retail price or at all, or that you will obtain any benefit by entering into this Appointment and Fulfilment Agreement.

   13. Title and Risk of Loss. All items purchased from Prints Marketplace are manufactured pursuant to the arrangements we have with our third-party suppliers, given under your instructions given under this Appointment and Fulfilment Agreement or given otherwise from time to time in accordance with this Appointment and Fulfilment Agreement. As a result, title and risk for loss for such items all pass (and as between us are deemed to pass) from you directly to the applicable customer without passing through us prior to the goods being delivered to that customer in accordance with that customer’s instructions.

4. Payment terms

   1. You authorize Ideaform to collect, hold and distribute to you in accordance with this Appointment and Fulfilment Agreement the Subtotal for each sale of your products received from customers. Ideaform will also charge the customer for the shipping, and will retain such amounts for shipping charges, which will not affect the amount to be distributed to you. For clarity, sales that are refunded / returned/ discounted due to damage, etc. are reduced accordingly.

   2. You authorize Ideaform to deduct from the Subtotal and pay to itself the Product Cost and our Commission for each sale of your products, before distributing to you the Payout Amount for any such sales.

   3. We will hold and then pay to you your accumulated Payout Amounts, without interest, in accordance with the payment method you select through the Services. This payment shall take place within thirty calendar days after a grace period that begins as soon as the product is received by the customer. The grace period is thirty calendar days. For example, if you sell a print and it is received on March 3rd, the 30-day grace period ends on April 2nd, and you will be paid for that sale by May 2nd. We may set payment amount threshold amounts in relation to a month or other time period – and where the payment amount does not meet the applicable threshold for the applicable period, we may in our sole discretion elect to postpone your payment (without interest) until such time as the applicable threshold is met.

   4. We also have the right to deduct from the amounts due to you under this Appointment and Fulfilment Agreement any unpaid amounts that you are required to pay to us under the Agreement.

   5. It is your responsibility to ensure Ideaform has your current address and payment details as required by the Services. Ideaform 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 amounts due to you for up to 12 months from the applicable payment date. If you have not notified Ideaform of any amendment to the payment method details in that time, the aggregate unpaid amount due to you will be forfeited to Ideaform without any liability to you and you will thereafter have no right, title or interest in and to them.

5. Taxation Responsibility

   1. Except as required otherwise by applicable law, including all applicable Tax laws:

      1. 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 Appointment and Fulfilment Agreement. We recommend that you consult with your tax advisor as to the application of Taxes for you, as the seller of the products. These Taxes may include state taxes, HST, VAT, and other excise or transactional taxes;

      2. Ideaform will not pay Taxes on your behalf. Ideaform is merely acting as an agent in facilitating the sale of your products to customers. As stated in Section 3 of this Agreement, the amounts distributed to you under this Appointment and Fulfilment Agreement will be deemed to be inclusive of any applicable Taxes due on the sale of your products. You will at all times be solely responsible for reporting and remitting any Tax liabilities arising out of the sale of your products using Prints Marketplace, together with any potential interest or penalties that any Tax authority may levy as a result of non-compliance, and covenant to us that you will comply with all such obligations; and

      3. all Tax-related reporting responsibilities to relevant Tax authorities arising from the sale of your products through Prints Marketplace are entirely your responsibility.

6. Indemnity

   1. You hereby agree to promptly defend, indemnify and save Ideaform and its officers, directors, shareholders, agents, representatives and subcontractors engaged in the performance of the Fulfilment Services harmless from and against all claims, debts, accounts, expenses, damages, losses, costs, liens, actions and proceedings of any nature whatsoever, whether known or unknown by any person, arising from, incidental to, or by virtue of, our appointment under this Appointment and Fulfilment Agreement, or any breach or non-performance of your obligations under this Appointment and Fulfilment Agreement, or arising out of your willful act, neglect or default in the performance of such obligations or your activities related to this Appointment and Fulfilment Agreement.

   2. This Section 6 will survive the termination of this Appointment and Fulfilment Agreement.

7. Limitation of liability; Disclaimers

   1. In no case will Ideaform or its officers, directors, shareholders, agents, representatives and subcontractors engaged in the performance of the Fulfilment Services be liable with respect to any subject matter of this Appointment and Fulfilment Agreement under any contract, tort (including negligence), strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement or substitute products or services; (iii) for interruption of use or loss or corruption of data; (iv) for any amounts that exceed amounts due to you under this Appointment and Fulfilment Agreement; (v) relating in any way to the acts or omissions of any customer; or arising from or related to your media or products. Ideaform shall have no liability for any failure or delay due to matters beyond our reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

   2. The Fulfilment Services are provided “as is”. To the maximum extent permitted by law, Ideaform and its suppliers and licensors hereby disclaim all warranties related thereto of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Ideaform nor its suppliers and licensors makes any warranty that the Fulfilment Services will be error-free or that access thereto will be continuous or uninterrupted.

   3. This Section 7 will survive the termination of this Appointment and Fulfilment Agreement.

8. Terminating this Appointment and Fulfilment Agreement

   1. You can give notice of termination of this Appointment and Fulfilment Agreement by closing your Account in the method described in the Agreement.

   2. Ideaform may give notice of termination of this Appointment and Fulfilment Agreement to you in writing at any time.

   3. After notice of termination in the manner described in either Section 8a or 8b, you authorize us to complete any transactions in progress in relation to your products, which we will do on the terms of this Appointment and Fulfilment Agreement. Termination of this Appointment and Fulfilment Agreement will take effect once these transactions have been completed.

   4. Upon termination of this Appointment and Fulfilment Agreement by either party, Ideaform will pay you any accrued amount of your accumulated unpaid profit (without interest).

9. Miscellaneous

   For clarity, Sections 14d, 15 and 21 of the Agreement also apply to the Fulfilment Services.