Welcome to Fictiv, which is owned and operated by Fictiv Inc. The terms and conditions set forth below (these “Terms”) apply to your access to and use of fictiv.com (the “Site”), and the products and services provided via the Site including accessing and using Fictiv’s manufacturing services (collectively, the “Services”).
By submitting a manufacturing request via the Site, accepting a quote via the Site or otherwise using the Site, you agree to be legally bound by all of the terms and conditions of these Terms.
If you are entering into the terms and conditions of these Terms on behalf of a company (or other entity) or if you are accessing the Services in your capacity as an employee, consultant or agent of a company (or other entity), you represent that you are an employee, consultant or agent of such company (or other entity) and you have the authority to agree, on behalf of such company (or other entity), to all of the terms and conditions of these Terms.
THESE TERMS CONSTITUTE A LEGALLY ENFORCEABLE AGREEMENT BY AND BETWEEN YOU AND FICTIV.
In order to access the Services, you must register with Fictiv via the Site. By registering, you agree to (a) provide accurate, current and complete information about you as may be prompted by the registration forms via the Site (“Registration Data”), (b) maintain the security of your password and identification, and (c) accept all risks of unauthorized access to the Registration Data and any other information you provide to Fictiv.
You must be at least 18 years old to access and use the Site and Services.
If you would like to have your design manufactured, you must submit a request via the Site (each, a “Request”). Each Request must include (a) your design file (the “Specifications” or “Design”), (b) the nature of the requested Services, (c) the desired quantity of manufactured parts to produce from each design file provided (each, a “Product”), (d) your preferred delivery date for each Product (the “Delivery Date”), (e) your preferred delivery method and delivery destination, and (f) any other applicable terms and conditions reasonably requested by Fictiv.
Once you have submitted your Request, Fictiv will respond to such Request by posting in your user account on the Site: (a) a quote that lists the fees for your Request (the “Quote”); (b) a notice that recommends resubmitting your Request with certain adjustments in order to render the Request manufacturable; or (c) a notice that states that Fictiv is unable to fulfill the Request. If you receive a Quote in your user account, you may then accept the Quote [by either (i) providing a credit card number via the Site, or, (ii) for pre-approved users, providing a purchase order number via the Site and separately emailing the corresponding purchase order (“PO”) to Fictiv at email@example.com (the “Order”). After receiving an Order, Fictiv will select a vendor from its vendor network to process your Request.
In order to manufacture your Design, you hereby grant to Fictiv a non-exclusive and worldwide right and license to (a) use, reproduce, and transfer your Design to a manufacturing vendor (“Vendor”) within the Fictiv network solely to enable a Vendor to create a Product for you based on your Design, and (b) grant a Vendor within the Fictiv network the right and license to make a Product for you based on your Design.
You represent and warrant that (a) you own and control all of the rights to the Designs and content that you upload on (or otherwise make available via) the Services, or that you otherwise have the right to make available such Designs and content via the Services and grant the rights granted in these Terms, (b) the Designs and other content submitted via the Site under your name, company’s name and/or Fictiv account do not infringe or violate any Intellectual Property Rights (as defined below) of any third party, and (c) Fictiv’s use and making available the Designs and other content you supply does not violate these Terms.
You may cancel an Order, but, due to the nature of manufacturing, Fictiv cannot provide you with a refund.
Fictiv reserves the right to cancel your Order after it has been submitted. Cancellation may be due to the design file being defective, Fictiv determining that the Design is not manufacturable, Fictiv determining that no Vendors are available to fulfill your Order, or for any other reasonable reason. In the event that Fictiv cancels an Order, Fictiv will notify you via the Site and provide you with a full refund for such canceled Order.
Subject to the grant above, as between you and Fictiv, you own all right, title, and interest in and to your Design and the copyrights, moral rights, trademark rights, patent rights, trade secret rights, and any other form of intellectual property rights recognized in any jurisdiction, including applications and registrations for any of the foregoing (“Intellectual Property Rights”) in your Designs.
On or before the applicable Delivery Date, all Products will be made available to you via the delivery method specified in the Order. Delivery methods may include: (a) courier, (b) one-day shipping, and (c) customer pickup from Fictiv’s office (1221 Mission Street, San Francisco, CA 94103). All Products will be delivered or mailed Ex Works (Incoterms 2010) to the delivery destination as identified in the Order.
You agree to pay Fictiv the fees as set forth in the Quote together with applicable shipping and handling fees (together, the “Fees”).
Fees may be paid by credit card, debit card, or any other method pre-approved, in writing, by Fictiv.
If payment is made by credit/debit card, you hereby (a) authorize Fictiv (or its authorized payment processor) to charge the credit/debit card number you provide via the Site, and (b) represent and warrant that you are authorized to use and have Fees charged to the credit/debit card number you provide via the Site.
If payment is made pursuant to a pre-approved user’s PO, payment is due net 15 days after delivery of the Products, unless otherwise agreed upon.
Due to the nature of manufacturing, Fictiv cannot provide any refunds after your Order has gone into production (except as expressly set forth below).
When you receive your Product, please check it carefully. If you believe a Product does not comply, in all material respects, with your Specifications, please let us know as soon as possible and obtain a return merchandise authorization (“RMA”) from us.
If you return the Product to us within seventy-two hours of delivery of such Product together with an applicable RMA, we will inspect such Product. If we reasonably believe such Product does not comply, in all material respects, with your Specifications, we will either (a) repair or remanufacture the Product and deliver the repaired or remanufactured Product to you free of charge, or (b) refund payment for the Product.
If upon our inspection, we reasonably determine that the Product complies, in all material respects, with your Specifications, then you must reimburse us for any and all costs, fees, and expenses required to inspect such Product.
If you request changes to or remanufacture of a Product, you must reimburse us for any and all costs, fees, and expenses to change or remanufacture the Product and any and all costs, fees, and expenses to ship the Product to and from the Vendor site for such change or remanufacture.
As a platform that connects people with Vendors, Fictiv can neither assess the viability of Designs (or the Intellectual Property Rights with respect to Designs) nor bear any liability with respect to the Products created by any Vendors. Therefore, you acknowledge and agree that the Services are provided on an “as is” basis without any representations, warranties, covenants, or conditions of any kind.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FICTIV WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY — WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE — FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU IN CONNECTION WITH THE SITE, THE SERVICES, YOUR DESIGNS, ANY PRODUCTS CREATED FROM YOUR DESIGNS, ANY THIRD-PARTY MATERIALS, ANY FICTIV MATERIALS AND/OR THESE TERMS, WHETHER OR NOT FICTIV OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FICTIV’S TOTAL LIABILITY IN CONNECTION WITH THE SITE, THE SERVICES, YOUR DESIGNS, ANY PRODUCTS CREATED FROM YOUR DESIGNS, ANY THIRD-PARTY MATERIALS, ANY FICTIV MATERIALS, OR THESE TERMS WILL NOT EXCEED THE PRICE THAT YOU ACTUALLY PAID TO HAVE THE PRODUCT(S) PRODUCED FROM THE DESIGNS YOU SUBMITTED VIA THE SITE UNDER YOUR NAME, YOUR COMPANY’S NAME, AND/OR THE FICTIV ACCOUNT ASSOCIATED WITH SUCH DESIGNS.
You agree, at your sole expense, to defend, indemnify and hold Fictiv (and its directors, officers, employees, consultants, agents, and vendors) harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorneys’ fees, costs, penalties, interest, and disbursements) for any death, injury, property damage, or infringement or violation of any Intellectual Property Rights or other rights of any third party caused by, arising out of, resulting from, attributable to or in any way incidental to (a) any Products based on your Designs (provided that the Products substantially conform to your Designs), or (b) any actual or alleged breach of any of your representations or warranties as set forth in these Terms.
Fictiv’s name, Fictiv™, Fictiv logos and any other Fictiv product or service name or slogan included in the Services (collectively, “Fictiv Marks”) are trademarks of Fictiv and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Fictiv. You may not use any metatags or any other “hidden text” utilizing “Fictiv” or any other Fictiv Mark without our prior written permission.
All other trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners. Reference to any other products, services, processes, or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply Fictiv’s endorsement, sponsorship or recommendation.
Subject to the grants expressly set forth in these Terms, Fictiv and its licensors own all right, title, and interest in and to the Site, the Fictiv Marks, the look and feel of the Site (including, but not limited to, all page headers, custom graphics, button icons, and scripts) and all content and other materials contained on the Site (including, but not limited to, all designs, text, graphics, pictures, information and data (collectively, the “Fictiv Materials”) together with any and all Intellectual Property Rights embodied therein or related thereto.
You are granted a personal, limited, non-sublicensable, non-exclusive, revocable license to access and use the Fictiv Materials in accordance with these Terms for the sole purpose of enabling you to use and enjoy the Site and the Services.
You may create a hyperlink to the Services for noncommercial purposes, but you may not use, frame or utilize framing techniques to enclose any Fictiv Materials (including any Fictiv Marks) without Fictiv’s express written consent.
Fictiv may make third-party content or services available on or through the Services (collectively, the “Third-Party Materials”) solely as a convenience to its users (e.g., links to third-party websites, advertisements and promotions from third parties, and the ability to use social media tools provided by third parties). YOUR USE OF ANY THIRD-PARTY MATERIALS IS SOLELY AT YOUR OWN RISK AND SUBJECT TO THE APPLICABLE TERMS AND CONDITIONS AND PRIVACY POLICIES APPLICABLE TO SUCH THIRD-PARTY MATERIALS. Fictiv does not control, endorse, or adopt any Third-Party Materials and makes no representation or warranties of any kind regarding the Third-Party Materials, including without limitation regarding the accuracy or completeness of such Third-Party Materials. Your business dealings or correspondence with such third party, and any terms, conditions, warranties, or representations applicable to the Third-Party Materials, are solely between you and such third party. When you leave our Site, these Terms and all other Fictiv policies no longer govern your use of such websites and services or any content contained thereon.
In the event you elect, in connection with your use of the Services, to provide any suggestions, comments, or other feedback with respect to Fictiv, the Services or the Site (collectively, “Feedback”), such Feedback will constitute confidential information of Fictiv. Further, you acknowledge and agree that Fictiv will be free to use, disclose, reproduce, license, and otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of Intellectual Property Rights or otherwise.
Entire Agreement. These Terms (together with any terms and conditions incorporated by reference) set forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersede any and all prior or contemporaneous agreements, proposals, negotiations, conversations, discussions and understandings, written or oral, with respect to such subject matter and all past dealing or industry custom.
Governing Law and Venue. These Terms will be governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be entirely performed within the State of California, without resort to its conflict of law provisions. The state or federal court in San Francisco County, California will be the jurisdiction in which any suits should be filed if they relate to these Terms. Prior to the filing or initiation of any action or proceeding relating to these Terms, the parties must participate in good faith mediation in San Francisco County, California. If a party initiates any proceeding regarding these Terms, the prevailing party to such proceeding is entitled to reasonable attorneys’ fees and costs for claims arising out of these Terms.
Modifications. Fictiv reserves the right to change or modify any of the terms and conditions contained in these Terms (or any policy or guideline of Fictiv) at any time and in its sole discretion by providing notice that these Terms have been modified. Such notice may be provided by sending an email, by posting a notice on the Site, by posting the revised Terms on the Site and revising the date at the top of these Terms or by such other form of notice as determined by Fictiv. Any changes or modification will be effective 30 days after providing notice that these Terms have been modified (the “Notice Period”). Your continued use of the Services following the Notice Period will constitute your acceptance of such changes or modifications. Therefore, you should review these Terms whenever you access the Services and at least every 30 days to make sure that you understand the terms and conditions that will apply to your use of the Services.
Publicity. You consent to Fictiv’s use of your name and logo (and, if applicable, your company’s name and logo) on the Site and our publicly-available printed materials, identifying you (and, if applicable, your company) as a user of the Services.
Severability. If any provision of these Terms is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of these Terms will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by these Terms is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the parties will negotiate in good faith to modify these Terms so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.
Electronic Communications. Fictiv may choose to electronically deliver all communications with you, which may include email to the email address you provide to us. Fictiv’s electronic communications to you may transmit or convey information about action taken on your request, portions of your request that may be incomplete or require additional explanation, any notices required under applicable law and any other notices. You agree to do business electronically with Fictiv, and to receive electronically all current and future notices, disclosures, communications and information, and that the aforementioned electronic communications satisfy any legal requirement that such communications be in writing. An electronic notice will be deemed to have been received on the day of receipt as evidenced by such email.
If you have any questions about these Terms, please contact us at: 1221 Mission Street, San Francisco, CA 94103, firstname.lastname@example.org.