Rapanui Application Developer Platform Terms and Conditions
These Rapanui Application Developer Platform Terms (these “Terms”) govern all aspects of your license to use of the Rapanui Application Developer Platform and the associated services provided by Rapanui as described in Section 1 of these Terms (the “Platform”).
Acceptance of Terms
Rapanui grants you a license to use the Platform you subject to these Terms (the “License”). Rapanui is a trade name of Teemill Tech Ltd, a limited liability company incorporated in England with its registered address at Hooke Hill, Freshwater, Isle of Wight, PO40 9BG with company registration number 7071956 and VAT number 987 8365 41 (“Rapanui”). Rapanui can be contacted by email: hello@Rapanui.co.uk and telephone: +44 1983 409 790. If you do not agree with and consent to the application of any of these Terms, do not access or otherwise use the Platform. Your use of the License and the Platform shall be deemed to be your agreement to abide by each of the terms and conditions set forth below. Rapanui can change these Terms at any time by posting an updated version of these Terms on this site. If any modification is unacceptable to you, you must cease using this License. If you do not cease using the License, you will be conclusively deemed to have accepted the changes.
In these Terms, “you” refers to you or the company on whose behalf you are accepting these Terms, and “We”, “Us” and “Rapanui” refers to Rapanui and its affiliated companies and subsidiaries worldwide.
The Platform is provided primarily for the purposes of your trade, business, craft or profession, and is not intended for individuals.
1. Rapanui Application Developer Platform
1.1. The Platform is designed to allow you as an “Application Developer” to enable your application end user base (your “End Users”) to: (a) order the custom printing of images and other content generated by your application on garments and other products offered from time to time by Rapanui and/or Teemill (a tradename of Rapanui) (“Custom Products”) and (b) purchase and receive delivery of those Custom Products in accordance with the and Rapanui Terms of Sale.
1.2. After setting up your Platform Account as described in Section 2, you will be given access to a the Platform site (the “Site”) which provides certain development resources such as code examples and integration tutorials on establishing an API connection between your application and the Platform. The Site will also provide you a dashboard that displays tracking information for sales performance regarding your End Users. Specifically, to enable you to establish such an API connection, we will issue and grant you on the establishment of your Platform Account a license to use a unique “API Key” which you must integrate into your application in a way that ensures that your End Users will activate the API when they use your application to order the printing of any of your Content for the creation of a Custom Product as described in Section 1.1 (“API Key Integration”) as demonstrated here. The API Key license is specifically granted and regulated in accordance with the terms of Section 6.9.
2. Your Platform Account
2.1. Before accessing the Platform and receiving an API Key as described in Section 1.2, you must first register for and obtain a platform account with Rapanui (“Platform Account”) as provided here.
2.2. If anyone other than you accesses your Platform Account and/or any of your user settings, they may perform any actions available to you and more, all of which will be deemed to have occurred on your behalf and in your name. You agree to keep the log-in credentials of your Platform Account confidential - as you will be solely and fully responsible for all activities that occur under your Platform Account (including for any representations, warranties and undertakings made therein), whether or not specifically authorised by you, and for any damages, expenses or losses that may result from such activities.
2.3. You must provide and continually maintain accurate and complete “User Information” when registering your Platform Account and using the Platform. Your failure to do so may result in the disabling your API Key, the stopping of orders, the delay or failure in your receiving commission payments, and potentially the cancelation of your Platform Account.
2.4. We reserve the right to decline providing you a Platform Account based on our reasonable judgment, whether or not an independent investigation has been conducted by us.
3. Your Provided Content
3.1. Once you have completed the API Key Integration, your application can begin: (a) offering end users of your application (your “End Users”) Teemill and/or Rapanui Custom Products within its own functionality, and (b) channelling them to Rapanui to complete their ordering and purchasing of the same. To the extent your application enables your End Users to access and upload to Rapanui any content (including for example any and all, artwork, designs, images, slogans, fonts, logos, illustrations and the like) provided to them by you or through your application that content will for purposes of these Terms be considered and deemed to be your “Provided Content” for which you are responsible and liable in accordance with these Terms.
3.2. Your Provided Content must conform to the requirements provided in these Terms. We have the right (but not the obligation) to reject, remove or suspend the hosting, without prior notice, of any of your Provided Content that we consider at our sole discretion to deviate from these requirements or to breach any third party rights or any applicable law or regulation.
4. Commissions, Pricing, Payments and Terms of Sale
4.1. For each completed and non-cancelled sale of a Custom Product to your End Users you receive a commission. End Users may cancel their Custom Product orders in accordance with our Customer Terms of Sale in effect from time to time. Commissions for each non-cancelled Custom Product order are: (a) accrued for payment at the end of the calendar month during which the applicable order is finalised without cancelation, and (b) paid at the end of the calendar month during which the accrual occurs. Details of commissions earned will be available on the Site. A PayPal account and an email address linked to that account are necessary to set up a Platform Account and transfer funds from Paypal to your bank account.
4.2. Pricing for products and the amount of the commission you may earn may vary from time to time. The current Pricing and Commission Terms applicable at any time are available here. Rapanui will have the right at any time and at our sole discretion to change the Pricing Commission Terms. For such changes that are neutral or beneficial to any Application Developer, we may make such changes without notice. For such changes that may commercially impact any Application Developer, we will provide a minimum of 30 calendar days’ notice before implementing the same and during such period you may terminate this agreement without incurring liability for so doing.
4.3. All pricing and commissions shall be in British Pounds, except as specifically stated otherwise in writing by Rapanui. Except in respect of value added taxes (“VAT”) as provided in Section 4.5, all commissions are exclusive of all taxes levies or duties imposed by taxing authorities (“Taxes”), and you shall be responsible for payment of all applicable Taxes relating to your receipt of commissions and use of the Platform, or to any payments or purchases made by you. If Rapanui is obligated to collect or pay Taxes for the commissions payable by you, and whether or not such Taxes were added and collected from you for previous transactions, Rapanui may deduct the value of such Taxes from future commission payments or other amounts owed to you.
4.4. All product pricing is inclusive of VAT. The commissions we pay you are then automatically calculated to remove and exclude VAT, regardless of whether VAT is or is not actually payable. If you are VAT registered, you may then claim any VAT due on such commissions by following the process described here.
4.5. You acknowledge that Rapanui may file certain documents with UK HMRC as we deem necessary or convenient and in order to comply with applicable law. However, you agree that Rapanui is not liable for any consequences to you of any such filing; is in no way responsible for collecting, reporting, or remitting any taxes arising from or relating to your own income relating to these commissions; and that Rapanui has no duty to maintain records for your benefit, including for your tax purposes.
4.6. As Custom Products are made uniquely for your End Users, all purchases are final and are not eligible for refund or return (save only to the extent required by applicable law or regulations). Rapanui reserves the right to cancel any order for any reason, including orders that may violate the intellectual property rights of a third party and will notify the End User that the order has been cancelled.
5. Your Obligations
You represent and warrant that:
5.1. you are at least eighteen (18) years of age, or of the legal age of majority in your jurisdiction, and possess the legal authority, right and freedom to enter into and form the binding agreement, for yourself or on behalf of the person or entity committed by you to these Terms;
5.2. your acceptance of these Terms constitutes your legal, valid and binding agreement and obligation, enforceable against you in accordance with its terms;
5.3. your country of residence and/or your company’s country of incorporation is the same as the country specified in the contact and/or billing address you provide us;
5.4. you understand that Rapanui does not provide any legal advice or any recommendation with respect to any laws or requirements applicable to your use of the Site or Platform or any of your End Users, or your compliance therewith;
User representations and warranties; right to refuse performance
5.5. if you upload designs or other content, or make changes to products in any way (for example, adding custom text), you have all necessary rights (for example, in trademark, copyright, privacy rights, publicity rights, common law, etc.) to use the same without violating the rights of any third party. Rapanui may, in its sole discretion, refuse to print any Provided Conent that you or your End Users submit. However, Rapanui is not obligated to review any of your submissions;
And specifically regarding your Provided Content:
5.6. you own all rights provide your Provided Content, or otherwise have (and will continue to have) the full power, title, licenses, consents and authority, in and to your Provided Content, as necessary to legally use, publish, transfer or license any and all rights and interests in and to such Provided Content;
5.7. you have obtained all consents and permissions required under all applicable laws, regarding the posting, transmission and publication of any personal information and/or image or likeness of any person, entity or property which is part of your Provided Content, and you will adhere to all laws and regulations applicable thereto;
5.8. your Provided Content is (and will continue to be) true, current, accurate, non-infringing upon any third party rights, complies with all applicable laws and regulations, and is in no way unlawful for you to possess, post, transmit or display in the country in which you or your End Users reside, or for Rapanui and/or your End Users to use or possess in connection with the Platform and the related services; and
5.9. there are no outstanding disputes in connection with the property rights, intellectual property rights or other rights in the content or any parts of your Provided Content.
You undertake and agree to:
5.10. fully comply with all applicable laws, regulations and codes of practice and any other contractual terms which govern your use of the Platform (and any related interaction or transaction), including those specific laws applicable to you or your End Users in any of your geographical locations;
5.11. be solely responsible and liable with respect to any of the uses of the Platform which occur in connection with your application, and for any of your Provided Content (including for any consequences of using or publishing such Provided Content on or with respect to the Platform);
You agree and undertake not to:
5.12. allow End Users to use your application to provide, or permit your application to provide to End Users any Provided Content which may:
5.12.1. be deemed as defamatory, libellous, slanderous, obscene, pornographic, harassing, threatening, incendiary, abusive, discriminatory, racist, offensive, deceptive or fraudulent, encouraging or inciting criminal or harmful conduct, or which otherwise violates the rights of Rapanui or any third party, or otherwise shows any person, entity or brand, particularly if in a bad or disparaging light, without their prior explicit approval;
5.12.2. infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. As a guideline, you may contribute only original work which you have created yourself from original elements or in which you have all necessary rights. This means you can't provide images of celebrities or corporate products, nor images, text, or designs that you've copied from a website without written permission from the owner. You cannot create a "new" image using elements from images other people have created. You cannot contribute a quote or a slogan that is substantially the same as something already written by someone else;
5.13. publish and/or make any use of the Platform or Licensed Content on any website, media, network or system other than those provided by Rapanui, and/or frame, “deep link”, “page scrape”, mirror and/or create a browser or border environment around any of the Platform, and/or Licensed Content (or any part thereof), except as expressly permitted by Rapanui, in advance and in writing;
5.14. use any “robot”, “spider” or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Platform (or its data), or in any way reproduce or circumvent the navigational structure or presentation of any of the Platform to obtain or attempt to obtain any materials, data, documents, services or other information through any means not purposely made available through the Platform;
5.15. act in a manner which might be perceived as damaging to Rapanui’s reputation and goodwill or which may bring Rapanui into disrepute or harm;
5.16. bid for or purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Rapanui or Rapanui Marks and/or variations and misspellings thereof;
5.17. impersonate any person or entity or provide false information on the Platform, whether directly or indirectly, or otherwise perform any manipulation in order to disguise your identity or the origin of any message or transmittal you send to Rapanui and/or any of your End Users;
5.18. falsely state or otherwise misrepresent your affiliation with any person or entity, or falsely express or imply that Rapanui or any third party endorses you, your application, your business, your products, or any statement you make;
5.19. reverse look-up, trace, or seek to trace another user of the Platform, access or attempt to access another user's Platform Account, or otherwise interfere with or violate any other user’s right to privacy or other rights, or harvest or collect personally identifiable information about visitors or users of the Platform without their express and informed consent;
5.20. disable, circumvent, bypass or otherwise avoid any measures used to prevent or restrict access to the Platform, the account of other users, or any other systems or networks connected to the Platform, by hacking, password mining, or other illegitimate or prohibited means;
5.21. probe, scan, or test the vulnerability of the Platform or any network connected to the Platform; disrupt or interfere with the any other user's use of the Site, or otherwise abuse the Site, or any services, security, system resources, accounts, servers, or networks connected to or accessible through the Site or affiliated or linked websites;
5.22. upload to the Platform or otherwise use them to design, develop, distribute and/or otherwise transmit or execute, any virus, worm, Trojan Horse, time bomb, web bug, spyware, malware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component;
5.23. take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Platform or Rapanui’s systems or networks connected to the Platform, or otherwise interfere with or disrupt the operation of the Platform, or the servers or networks that host them or make them available, or disobey any requirements, procedures, policies, or regulations of such servers or networks;
5.24. use the Platform in connection with any form of spam, unsolicited mail, fraud, scam, phishing, “chain letters”, “pyramid schemes” or similar conduct, or otherwise engage in unethical marketing or advertising;
5.25. use the Platform to harm children in any way, including, but not limited to, uploading Content that is or includes child pornography, child sexual exploitation and depicts children engaged in sexual conduct or otherwise infringes any applicable laws or regulations protecting children;
5.26. except as expressly permitted by these Terms, reproduce, duplicate, copy, sell, resell or exploit for other commercial purposes, any portion of the Site and/or Platform without Rapanui's express written consent;
5.27. remove or alter any copyright notices, watermarks, restrictions and signs indicating proprietary rights of Rapanui or any of our users or licensors, including copyright mark [©], Creative Commons [(cc)] indicators, or trademarks [® or ™] contained in or accompanying the Platform and/or Licensed Content; and not to
5.28. violate, attempt to violate, or otherwise fail to comply with any of these Terms or any laws or requirements applicable to your use of the Platform.
You acknowledge and agree that your failure to abide by any of the foregoing or any misrepresentation made by you herein may result in your liability under applicable laws and/or in our terminating your Platform Account and/or your use of the Platform – with or without further notice to you.
6. Content Ownership – Intellectual Property
Your Intellectual Property
6.1. As between Rapanui and you, you shall own all intellectual property pertaining to your Provided Content. By submitting your Provided Content to Rapanui, you grant Rapanui a royalty-free, worldwide, non-exclusive, transferable and sub-licensable right and license to copy, reproduce, modify, display, translate, transfer, implement, exploit, sell, distribute, communicate to the public and otherwise use such Provided Content (in whole or in part and including associated information such as tags) as needed to: (a) perform all services and obligations required in connection with your and your End User’s use of the Platform, and (b) conduct any promotional activity, adverts, on social media or public displays to promote Rapanui in general. You hereby waive all moral rights you have in your Provided Content to the fullest extent permitted by law including the right to be named as author of your Provided Content when used for these purposes. This license shall be deemed to extend automatically to your End Users, whether sub-licensed by Rapanui or otherwise, as needed for them to order, design and purchase Custom Products. You may revoke this license in respect of (b) regarding any particular Provided Content by contacting us and requesting such revocation at hello@RapanuiClothing.com. Due to technical and practical limitations, your Provided Content may remain on the Site for several days following revocation or termination.
6.2. You also hereby grant Rapanui a royalty-free, worldwide, revocable, non-exclusive, transferable and sub-licensable right and license to copy, print and otherwise use the business tradename(s) and logo(s) you designate on the Site for use in customer invoicing and product packaging pertaining to your application and products as needed for Rapanui to issue invoices and package products for delivery to your End Users.
6.3. The intellectual property rights in or relating to your Provided Content of any notes, messages, e-mails, postings, letters, ideas, suggestions, concepts, feedback or other written materials which you submit or communicate to Rapanui (excluding your Provided Content itself) will automatically be deemed to be assigned, granted and transferred by you to Rapanui upon their submission or communication to Rapanui, and you assign all rights therein to Rapanui and agree that the same will automatically become the property of Rapanui and that Rapanui may copy, reproduce, modify, display, transfer, implement, exploit, distribute and otherwise use such materials and all of the intellectual property rights therein in any way and for any purpose Rapanui may elect, forever.
6.4. You agree that you do not have and will not earn, through use of the Site or the Platform, any ownership, interest, or other rights in the URLs provided by Rapanui, any designs or interfaces implemented by Rapanui which you use or request, or any rank or placement on search results generally (for example, as a result of search-engine optimisation efforts by you).
6.5. Nothing under these Terms is to be construed to impose a duty upon Rapanui to use or exploit this license in any way. Rapanui may remove Provided Content or parts thereof, or any other functionality of the Site and Service at any time at our sole discretion for any reason or no reason, with or without notice to you, and Rapanui is not liable to you for such acts or their consequences, even if foreseeable and even if Rapanui is specifically advised of them in advance.
Rapanui’s Intellectual Property
6.6. All rights, title and interest in and to the Platform, including any and all copyrightable materials or any other content thereof which is or may be subject to any intellectual property rights under any applicable law (including our catalogues and any artwork, graphics, images, website templates and widgets, literary work, source and object code, computer code (including html), applications, audio, music, video and other media, designs, animations, interfaces, the “look and feel” of the Platform, methods, products, algorithms, data, interactive features and objects, advertising and acquisition tools and methods, inventions, trade secrets, logos, domains, customized URLs, trademarks, service marks, trade names and other proprietary identifiers, whether or not registered and/or capable of being registered (collectively, “Intellectual Property”), and any derivations thereof, are owned by and/or licensed to Rapanui.
6.7. These Terms do not convey any right or interest in or to Rapanui’s Intellectual Property (or any part thereof), except only for the limited license expressly granted in these Terms. Nothing in these Terms constitutes an assignment or waiver of Rapanui’s Intellectual Property rights under any law. In particular, Rapanui and Rapanui trademarks, trade dress and product images may not be used in connection with any product or service that does not belong to Rapanui, in any manner that is likely to cause confusion among your End Users, or in any manner that disparages or discredits Rapanui or Rapanui.
6.8. Subject to your full compliance with these Terms, Rapanui hereby grants you, upon creating your Platform Account and for the duration of this agreement, a non-exclusive, non-transferable, non-sublicensable, fully revocable, limited license to use the Platform and the API Key, solely for the purpose of enabling your End Users to use your application to create Custom Products and to order and purchase them from Rapanui. We reserve the right to amend or terminate this license at any time. For the avoidance of doubt, your Provided Content may not include or refer to Rapanui or any other trademark or property of Rapanui, or any variants, misspellings or confusingly similar words, texts or images.
Infringements of Third Party Rights
6.9. Rapanui operates as a platform and has no liability for any Provided Content or other third party content posted to or hosted on the Site.
6.10. If you believe that your Provided Content, designs or work has been copied or was otherwise used in a way that constitutes infringement of your rights we encourage you to address such issues directly with the person you believe to be responsible. If you fail to reconcile the issue to your satisfaction, you may notify us of the potential infringement and we may work to assist you in resolving it.To do so, please complete and provide us with the information requested here.
6.11. You must immediately inform us in writing if you receive any claims alleging that your Provided Content infringes any third-party rights. If we receive any notice or claim regarding any infringement of any third party right related to your Platform Account, we may cancel your Platform Account or remove any of your Provided Content in our sole discretion and the provisions of Section 16 shall apply.
7. Storage and Use of Data and Information
You acknowledge and agree that Rapanui may:
7.1. preserve or store your Provided Content as appears reasonably necessary in our sole discretion for the purposes of delivering the services in connection with the Platform or complying with applicable law and regulations. You understand that the technical processing and operation of the Site, including your Provided Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connection networks or devices; and
7.2. use information and data pertaining to your use of the Platform to perform case studies on the Platform, and use the same and your name and logo to publish the same and to market the Service. If you do not wish Rapanui to use your name and logo in our marketing the Service, please notify Rapanui by checking here [box].
8.1. If you provide us with any suggestions, comments or other feedback relating to the Platform (whether existing, suggested or contemplated), which is or may be subject to any Intellectual Property rights (“Feedback”), such Feedback shall be exclusively owned by Rapanui. By providing such Feedback to Rapanui, you (a) represent and warrant that such Feedback is accurate, complete, and does not infringe on any third party rights, (b) irrevocably assign to Rapanui any right, title and interest you may have in such Feedback, (c) explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists’ rights, or any other similar rights worldwide in or to such Feedback.
8.2. In providing Feedback, you will not use a false e-mail address, pretend to be someone other than yourself or otherwise attempt to mislead us or third parties as to the origin of any Feedback. We may, but shall not be obligated to, remove or edit any Feedback (including comments or reviews) for any reason.
9.2. Please note in particular that certain parts of the Platform (including certain third party services available therein) require or involve the submission, collection and/or use of certain personally identifying or identifiable information. As a part of accessing or using the Platform, Rapanui and such third party services may collect, access and use certain data pertaining to you, other users and your End Users, including the activities or navigation undertaken by you, other users and your End Users through the Platform and/or Rapanui websites. If you provide any End User data to us, you represent, warrant and undertake that you have obtained and processed such data in accordance with all applicable laws, regulations and codes of practice, and have all necessary consents to provide it to us for all required purposes.
The Site may provide, or third parties may provide, links to other websites or resources. Because Rapanui has no control of such sites and resources, you acknowledge and agree that Rapanui is not responsible for the availability of such sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources or the policies of such sites and resources, including their processing of personal data, which may differ from our policies. Rapanui is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource or in general any dealings with any third parties.
11. Platform Account Cancellation
11.1. You may discontinue your use of the Platform and request to cancel your Platform Account at any time, in accordance with the instructions available on the Site.
11.2. If you violate any of these terms or fail to make timely payments, we may suspend or cancel your Platform Account.
12. Service Changes and Termination
12.1. We may change, suspend or terminate our provision of the Platform (or any features thereof, or prices applicable thereto including product offerings, guidelines, base product prices, general pricing, availability, business operations, and order processing), and/or change any of these Terms - at any time and in any manner. Any changes will become effective upon notice to you (and in any event, not in a retroactive manner – except as required otherwise by law). Your continued use of the Platform is deemed to signify your acceptance of such changes.
12.2. You agree that we may, in our sole discretion and at any time for any reason or no reason and without prior notice: (a) discontinue providing the Platform, or any part thereof, and/ or (b) terminate this agreement including but not limited to termination of your password, account (or any part thereof) or use of the Site, and subject to Section 11, remove and discard any of your Provided Content.
12.3. Further, you agree that Rapanui shall not be liable to you or any third party for any termination of the Platform or your access to the Site. Should you object to any of these Terms or any changes to them or become dissatisfied with the Site in any way, your only recourse is to immediately discontinue your use of the Platform and/or terminate your Platform account.
Each provision of these Terms which pertains to or is needed to address issues, matters, disputes or events and circumstances following the termination of your Platform Account, the Platform or this Agreement shall survive any such termination and exclusively govern resolution of the same, including but not limited to the provisions pertaining to proprietary rights, exclusion of warranties, limitations of liability, risk and indemnity.
14. Exclusion of Warranties
14.1. We provide the Platform on an “As Is”, “with all faults” and “As Available” basis. We do not undertake, represent or warrant that the License, Platform, API and Site or their use: (a) will be uninterrupted, timely, safe, or secure, (b) will be free of inaccuracies, errors, or vulnerabilities, (c) will meet your expectations or requirements, or (d) will operate in the configuration or with the hardware or software you use. We also do not warrant that: (i) defects, if any, will be corrected, (ii) there will not be any unauthorised access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, (iii) confidentiality of information transmitted through the Site will be maintained, or (iv) we will prevent the transmission by third parties of any bugs, viruses, trojan horses, or the like through the Site or the Platform. We hereby exclude any and all express or implied warranties, including without limitation, warranties of fitness for a particular purpose, satisfactory quality, compliance with descriptions not contained in these Terms or on the Site, and non-infringement to the fullest extent of the law, except to the extent that these Terms provide otherwise.
14.2. You acknowledge that Rapanui does not control or endorse in any respect any information, products, or services offered by third parties on or through the Site. Except as otherwise agreed in writing, we assume no responsibility for and make no warranty or representation as to the accuracy, currency, completeness, reliability or usefulness of content or products distributed or made available by third parties through the Site.
14.3. No advice or information, whether oral or written, obtained by you from Rapanui or through or from the Site shall create any warranty or obligation not expressly stated in these Terms.
14.4. We do not warrant or guarantee that the Platform or Site will always be available, accurate, or up-to-date.
14.5. We may, at our sole discretion (however we shall have no obligation to do so), screen, monitor and/or edit any Provided Content, at any time and for any reason, with or without notice. However, our acceptance and/or continued hosting of your Provided Content submission does not imply or entail any endorsements or approval by us of the same, notwithstanding any actual review or written acceptance by us as part of the Platform. Specifically, we are not to be considered a “publisher”, “sponsor” or “endorser” of your Provided Content, and will not be liable for any use of the same by you or anyone else.
14.6. We do not endorse any entity, product or service (including any third party services) mentioned or advertised on or made available via the Platform – so please be sure to verify those before using or otherwise engaging them.
14.7. Some aspects of the Platform are still in BETA, and may contain bugs or experience interruptions. We make no warranties regarding the Platform, including their quality, reliability, security, compatibility and conditions.
14.8. Due to normal changes in our industry and in our technical production processes, we may deviate from the descriptions and information found in our brochures, catalogues, and other documents with respect to product material, colour, weight, measurements, design, or other such features. Furthermore, the information and product listings on the Rapanui websites may contain typographical errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior notice (including after you or an End User has submitted an order). Please note that such errors, inaccuracies or omissions may relate to product description, pricing and availability. We also reserve the right to limit or restrict quantities of products (including after you or an End User has submitted an order) for any reason. In the event a product is listed at an incorrect price or with incorrect information due to typographical error or error in pricing or product information received from our partners, we reserve the right to refuse or cancel any orders placed for products listed at the incorrect price. We will have the right to refuse or cancel any such orders whether or not the order has been confirmed and an End User has been charged for the sale.
14.9. Rapanui websites will be accessible and products may be delivered worldwide to the countries listed here. We have the need and right to amend this list for any reason at our sole discretion at any time and without notice, including retroactively.
15. Limitation of Liability
15.1. To the fullest extent permitted by law in each applicable jurisdiction, Rapanui, its officers, directors, shareholders, employees, affiliates and/or agents shall not be liable to you or third parties for any direct, indirect, incidental, special, punitive, exemplary or consequential damages whatsoever, including any damages resulting from (a) errors, mistakes, or inaccuracies of or in any Content; (b) any loss or damage related to your use of the Platform; (c) any unauthorized access to or use of our servers and/or any personal information and/or other information stored therein; (d) any loss of use of, including any interruption or cessation of transmission to or from, the Site or the Platform; (e) the use or display of any Licensed Content or Provided Content posted, emailed, transmitted, or otherwise made available via the Platform; and/or (f) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Site or the Platform.
15.2. Nothing in this agreement excludes or limits our liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent misrepresentation; (c) any other matter for which it would be illegal for us to exclude or attempt to exclude or limit our liability under applicable law.
15.3. You acknowledge and agree that these limitations of liability are agreed allocations of risk constituting in part the consideration for the provision to you of the Platform to you, and such limitations will apply even if Rapanui has been advised of the possibility of such liabilities.
16. Risk and Indemnity
16.1. You expressly agree that you bear all risk and liability associated with (and that Rapanui has no responsibility for any damages suffered by you regarding) your use of the Site (including all content, data or software distributed by, downloaded or accessed from or through the Site) or the Platform (including your business affairs and arrangements with your End Users and other third parties), and to waive any claims against Rapanui and its affiliates, contractors, agents and employees for losses, damages and injuries which are based on or relate to the same.
You understand and agree that you will be solely responsible for any damage to your business or your computer system or any loss of data that results from your actions and your use of the Site and Service.
16.2. You agree to defend, indemnify and hold harmless Rapanui, its officers, directors, shareholders, employees, affiliates and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debt and expenses including but not limited to reasonable lawyers / attorney's fees, expert witness fees, and costs of litigation arising out of or based on: (a) your violation of any term of these Terms; (b) your violation of any third party right, including any copyright, property, or privacy right; (c) your Provided Content; (d) any of the risks and liabilities described in this Section 16.
17. Force Majeure
We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a Contract that is caused by events outside our reasonable control ("Force Majeure Event"). A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following: (a) strikes, lock-outs or other industrial action, (b) Civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, (c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, (d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport, (e) impossibility of the use of public or private telecommunications networks, (f) the acts, decrees, legislation, regulations or restrictions of any government, (g) failure or interruption of connectivity to the internet.
18. Disputes Governing Law
18.1. These Terms, the rights and remedies provided hereunder, and any and all claims and disputes related hereto and/or to the Platform, their interpretation, or the breach, termination or validity thereof, the relationships which result from or pursuant to these Terms, or any related transaction or purchase, shall be governed by, construed under and enforced in all respects solely and exclusively in accordance with the laws of England and Wales, without respect to its conflict of laws principles.
18.2. The parties hereby submit to the exclusive jurisdiction of the courts of England, in relation to any dispute arising out of or in connection with these Terms, provided that Rapanui may seek injunctive or other appropriate relief in any country or region if you have violated or threatened to violate the intellectual property rights of Rapanui or a third party, or any term of any agreement you have with Rapanui.
Our Relationship with Your End Users
19.1. For purposes of all purchases of Custom Products by your End Users using your application, your End Users are direct and exclusive customers of Rapanui. This relationship between your End Users and Rapanui is independent of any possible relationships and contracts between you and your End Users. Thus, sales orders and purchase transactions with End Users are established are solely between Rapanui and each application End User, all of which are governed by the Rapanui Custom Product Terms of Service and the Customer Terms of Sale. We may reject any orders which do not meet our requirements, and we may reject orders from your End Users who in our sole opinion may not be credit-worthy or show as being a credit risk.
Our Relationship with You
19.2. Accepting these Terms and using the Platform does not form a partnership, joint venture, agency, distributorship or other legal, fiduciary or special business relationship between you, your End Users and us. Nothing in this Agreement is intended to create of any kind of arrangement between us that would impose liability upon one party for the act or failure to act of the other party, or to authorise either party to act as agent for the other. Except where otherwise expressly provided in these Terms, neither party shall have authority to make representations, act in the name or on behalf of, or otherwise to bind the other.
20.1. Rapanui may assign its rights and/or obligations hereunder and/or transfer ownership rights and title in the Platform and/or Licensed Content to a third party without your consent or prior notice to you. These terms and conditions will inure to the benefit of Rapanui’s successors, assigns and licensees.
20.2. You may not assign or transfer any of your rights and obligations hereunder without the prior written consent of Rapanui. Any attempted or actual assignment thereof without Rapanui’s prior explicit and written consent will be null and void. In any event, an assignment or transfer pursuant to this Section 20 shall not in itself grant either Rapanui or you the right to cancel any services associated with the Platform or third party services then in effect.
21. Severability, Waiver
If any provision of these Terms is deemed by a court of competent jurisdiction to be invalid, unlawful, void, or for any reason unenforceable, then such provision shall be deemed severable and will not affect the validity and enforceability of the remaining provisions. No waiver of any breach or default of any of these Terms shall be deemed to be a waiver of any preceding or subsequent breach or default.
22. Interpretation Rules
When "includes" or "including" begins a list of items, the list is not exclusive.
23. No Third-Party Beneficiaries
These Terms and is not intended to confer any rights or remedies upon any person(s) other than the parties. No person who is not party to these terms and conditions or a Contract shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
24. Entire Contract
These Terms constitute the whole and entire contract between us and governing the subject matter of these Terms, and supersede all previous discussions, correspondence, negotiations, previous arrangements, understandings or agreements, whether written or oral, between us relating hereto.
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