We are Makeship Ltd (“Makeship”), registered office at 422 Richards St, Suite 170, Vancouver, BC., V6B 2Z4, Canada (“we” and “Makeship”).

Makeship runs limited-edition, pre-sale campaigns through our makeship.com online platform (“Platform”), featuring custom designed, creator-branded products (“Product”).

Individual campaigns ("Campaign") and/or petitions ("Petition") are started by completing and submitting this form. By agreeing to and submitting this form, you agree that you have read and consent to these Terms of Service ("Terms"). These Terms apply to each Campaign and Petition you start with us. Where you have a pre-existing Campaign agreement with us, that agreement shall operate and shall be supplemented by these Terms only insofar as they relate to Petitions.

1. Launching a Petition: We may require the completion of a successful Petition before starting a Campaign. Each Petition applies to one Product. Where a Petition is required, we'll require you to submit your Product concept and Petition content, which consists of text, imagery, and other media that communicate the idea behind the Product. We may consider and accept or reject your submission and any revisions at our sole discretion.

If we agree to the Product concept and Petition content, we will launch the Petition for a Petition period, usually 10 days, starting on a mutually agreed date. We will make the "Product" (i.e. the concept & petition) available for pre-sale based on our Platform on the following customer terms of sale:

• Customers are required to pay a Petition Deposit of USD $2
• Customers are required to pre-authorize a future payment for the Retail Price inclusive of shipping and applicable sales tax, less the Petition Deposit
• In the event that you "Launch" a Campaign (see Section 4 below) based on the Petition concept, all pre-authorized payments for your Petition will be processed instantly at the time of Launch
• In the event that your Petition is not successful, all Petition Deposits will be refunded to customers, and pre-authorized payments will be canceled
  
  

During the Petition period, you may promote your Petition; you must ensure that any such promotional activities comply with all applicable laws and regulations. We are not obliged to promote your Petition.

If after the Petition period, your Petition receives at least the Minimum Pledge Quantity (normally 200 Unique Petition Supporters) from unique users, as identified by email account and payment information ("a successful Petition"), we will proceed to Starting a Campaign (see Section 2 below) based on the Petition concept.

Makeship monitors and reserves the right to, at its sole discretion, verify, prevent and/or refund any pledges which it deems or suspects to be fraudulent, manipulated or otherwise not genuinely made by customers. Any such pledges will be deemed void and may result in a canceled Petition.

Drop off: If between the conclusion of a successful Petition and the launch of a Campaign, in our reasonable opinion you have not been communicative or responsive for a period of 30 days (“drop off”), we have the right to elect to immediately cancel the Campaign by written notice without further obligation. If we exercise this right, we will not proceed with that Campaign, and we will refund all Petition Deposits to customers.

2. Starting a Campaign: Each Campaign applies to one Product. We will send you the details of the proposed Campaign in writing, such as:

• the Product type
• the Retail Price - the price at which your Product will be listed for sale on the Platform
• a Minimum Order Quantity (“MOQ”) - the minimum number of pre-sales that need to be reached before we can start manufacturing
• your share of Net Retail Sales – see section 5 below.

Once you agree to these using the method indicated by us, you commit to starting the Campaign on such details.

3. Running the Campaign: Campaigns are made up of four steps: Design, Launch, Make, and Ship

Design – At the design stage, we will work with you to prepare designs and sample(s) for your Product ("Designs") for your approval. The design and approval process will follow our standard procedures for that Product category. As part of the process, you may be able to choose optional add-ons, such as special fabrics, for some product categories. This may increase the Retail Price charged to customers.

Launch – Once you have approved the design, we will launch the Campaign. Each Campaign will run for a Campaign period, usually 3-4 weeks, starting on a mutually agreed date. We will make the Products available for pre-sale on our Platform, on our standard customer terms of sale, for the Retail Price (excluding any applicable sales tax and shipping).

Where a Campaign was commenced after completion of a successful Petition, all customers who made Petition Deposits and who are successfully subsequently charged the Retail Price will count towards the MOQ for the purposes of the Campaign. Where we are not able to obtain such payment at the Launch stage (for example due to an invalid payment method or cancellation), we will make reasonable commercial efforts to follow-up but if we are unable to obtain payment, then that customer will no longer count towards the MOQ.

After the Campaign period, if the MOQ for your Product was reached (a “successful Campaign”), we will proceed to the “Make” stage. If not, we will refund all customers and we will not proceed to manufacturing.

Make – At this stage, after a successful Campaign, we will manufacture enough Products to meet all pre-sales orders. Manufacturing lead times may vary but are generally within 2-3 months of the Campaign finishing. 

Ship – After manufacturing is complete, we will ship all orders to customers who ordered them. We will be responsible for all customer service, including processing customer queries and returns. If there remains excess stock of Product after this stage (for example due to a returned item), we may use that stock for our internal purposes such as quality assurance etc.

4. Promoting the Campaign: Before and during a Campaign Period, you agree to cooperate with your designated Makeship Campaign manager and use your best efforts to market the Campaign and the Products.

5. Your Payments: If your Campaign was successful, we will pay you the agreed percentage of Net Retail Sales received for your Products from the Campaign. “Net Retail Sales” is defined as the total gross sales in respect of your Products, less any promotional discounts (applied only with your approval) and refunds. Payment will be made within 30 days after the Campaign ends. 

6. Grant of Licenses: Whenever we and you agree to run a Campaign, you appoint us as the seller of the Product(s) to be the subject of the Campaign and grant us for the necessary term a worldwide, non-exclusive license to use such of your intellectual property as is strictly necessary for the purposes of that Campaign, i.e. to design, manufacture, advertise, sell and distribute the Products. In the case of agreed Petitions, you grant us a worldwide, non-exclusive license for the Petition period to use and display such of your intellectual property as is included on the Petition page.

7. Materials: You warrant that all material you contribute to or submit in respect of any Petitions, Campaigns, Designs and/or Products is original, does not infringe any third-party rights, is not obscene, defamatory or illegal, and you have all licenses or permissions necessary.

8. Rights in Designs etc.: You acknowledge ownership and rights in any Designs developed pursuant to a Campaign remain with us, however neither you nor we shall use these, nor permit them to be used, for any purposes other than to perform the Agreement without the other’s consent.

In respect of any material you provide that contributes to any Designs, Products, Campaigns or Petitions, all pre-existing ownership and associated rights, including all intellectual property rights, remain with the existing rightholder and nothing in these Terms shall alter or restrict those rights.

9. Promotion of relationship: You give us permission to advertise that we’ve worked with you (this includes using your intellectual property, e.g. posting a logo, publishing materials from a Campaign, etc.).

10. Indemnity: You indemnify and hold harmless us and our affiliates against any losses, damages, claims, or liabilities arising out of (i) your breach of any of the obligations, representations or warranties in these Terms; (ii) any misuse by you of the Platform and/or (iii) any material you contribute to or publish in respect of any Petition, Campaign, Design or Product.

11. Liability: To the extent allowable by law, (i) our liability to you under these Terms is limited to the total amount actually paid or payable to you under these Terms, and (ii) we are not liable for any indirect or consequential loss of any kind in contract, tort or otherwise arising out of these Terms.

12. Disclaimer: All services and contents of the Platform are provided without any representations or warranties of any kind, either implied or express, to the fullest extent permitted by applicable laws.

13. Confidentiality: Each party agrees to keep all sensitive and confidential financial, product, business or commercial information and communications they obtain in connection with these Terms and any Campaign confidential and not disclose them unless disclosure is required by an authority, a court/tribunal, or to obtain professional advice.

14. Termination: We may immediately terminate these Terms, a Petition, or a Campaign for your actual or anticipated breach of these Terms, or if in our reasonable opinion there arises a matter concerning you or an associate of yours, which causes or may cause reputational risk to us. We may terminate this Agreement with 30 days’ written notice without cause; however this will not affect any rights and obligations arising from a Campaign which is already running at the time that notice is given. Termination of these Terms for any reason will not release either party from any obligations which are intended to have a continuing effect, which for the avoidance of doubt include clauses 7, 8, 9, 10, 11, and 13 of these Terms, but do not include any obligation to run any Campaigns or Petitions which have been agreed to but which have not yet launched.

15. General: A. We and you are contractors only. B. These Terms constitute the entire agreement between you and us; prior statements or representations are excluded. C. A party shall not be liable for any failure of or delay in the performance of these Terms due to force majeure. D. You may not assign your obligations under these Terms without our written consent. E. Variation of these Terms is only possible by both parties agreeing in writing. F. The laws of British Columbia, Canada, apply to these Terms; the parties submit to the exclusive jurisdiction of the Courts of British Columbia, Canada. G. If any provisions(s) of these Terms are held to be unenforceable, they may be severed from these Terms.