Please review the following terms and conditions which govern your use of the web sites offered by BackpackZen, Inc. (the “Sites”) and related services. By accessing, using, creating or uploading designs and other information to and from the Sites, setting up a storefront, placing orders to BackpackZen, or accepting shipments of products to you or to your customers (collectively the “Service” or “Services”), you agree to be bound by these terms and conditions.
Reproduction, distribution, or republication of any information, materials, documents, software, products, and services by any means is strictly prohibited. The use of any software or documentation is subject to the terms and conditions set forth in the applicable license agreement. Nothing in this web site shall be construed as conferring any license of BackpackZen's intellectual property rights. Unauthorized use, reverse engineering and or other copyright infringement will entail civil and criminal penalties as applicable under law.
License and Access
Subject to your compliance with this Agreement, BackpackZen Inc. ("BackpackZen") grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make use of the Sites and Services. Any resale or derivative use of any Service, or its contents; any collection and use of any product listings, descriptions, or prices; any use of data mining, robots, or similar data gathering and extraction tools is strictly prohibited. Use of any BackpackZen trademarks, service marks, or other intellectual property, reverse engineering, data scrapping or unauthorized use of any software or information from this website is prohibited.
You are responsible for maintaining the confidentiality of your accounts and passwords and for restricting access to your computers, and you agree to accept responsibility for all activities that occur under your accounts or passwords. You may not use a false e-mail address, impersonate any person or entity, or otherwise provide misleading information to BackpackZen.
BackpackZen accepts online payment via credit card, debit card, or electronic check (ACH). All payments sent electronically are securely transmitted. BackpackZen may, in its sole discretion, accept payment via purchase order for qualified customers, for which invoices may be paid by check, credit or debit card or ACH.
Shipment, Deliver Times and Risk of Loss
Orders are generally delivered in 2 - 3 weeks, although delivery times may vary during holiday seasons and depending on the scope of the order and the shipping destination. Customers who are concerned about meeting deadlines should contact a Service Representative. Rush orders may be available for additional charges. The title and risk of loss for all items passes to you upon our delivery to the common carrier who will make delivery to you or your customer.
BackpackZen takes all reasonable measures to ensure that orders are filled accurately and on time and are of good quality. Being a personalized product, we are unable to accept general returns for refund. Since displays use RGB and print uses CMYK there will always be some color variation between what you see on screen and what gets printed on fabric. You hereby expressly agree to these terms as terms of your purchase from BackpackZen.
You may change or cancel your order at any time up to the commencement of production of an item, after which time an order cannot be changed or cancelled. You are responsible for paying for product ordered from BackpackZen, even if your end customer cancels an order or fails to pay.
Intellectual Property Rights of BackpackZen and Third Parties
All content included in or made available through the Sites, such as text, graphics, logos, button icons, images, audio clips, digital downloads, and data compilations is the property of BackpackZen.
BackpackZen respects the intellectual property of others. You agree to only upload and use images, designs, brand names and slogans that you own, have properly licensed from a third party owner, or know to be in the public domain.
In addition to the protections of copyright and trademark laws, you should be aware that multiple patents filed by BackpackZen also apply to the Sites and Services.
Discretion to Decline Orders
BackpackZen discourages the use of inappropriate or hurtful language, any image or text that might generally be perceived as offensive, or anything else that might violate the law. BackpackZen reserves in its sole discretion the right to reject any order (a) that may violate the trademark, copyright, patent or other intellectual property rights of any third party, or (b) that is libelous, defamatory, obscene, profane (according to standards established by the FCC), portrays irresponsible use of alcohol or other substances, advocates persecution based on gender, age, race, religion, sexual orientation, disability or national origin, contains explicit sexual content, or is otherwise inappropriate for production by BackpackZen.
BackpackZen will maintain an archive of product designs and collections that you choose to save. Each product, whether active or inactive, will be maintained for a period of time from the date of initial saving, as determined by BackpackZen and explained on the Sites (the "Retention Period"). At the end of the Retention Period, BackpackZen will give you the option of saving the product for an additional Retention Period, otherwise the product will be deleted from the archive. If no orders are placed for a product within any Retention Period, BackpackZen has the right to delete the product at the end of the period despite your instructions to the contrary. BackpackZen also reserves the right to charge a subscription fee on non-performing accounts towards the cost of carrying the images and design libraries. BackpackZen exercises its best efforts to maintain your design library in accordance with your instructions, but is not liable for any products or designs that might be deleted or rendered unusable by mistake or technical changes or failures.
You own exclusive rights to all images and artworks you have created and/or uploaded to the Site. BackpackZen will not use your images for any purpose other than to fulfill your orders. However, BackpackZen exclusively owns all rights to the 3D models and apparel patterns on the Site, including all rights to derivative works created using them. This includes pictures of 3D models with your design or artwork on them and the manufacturing ready patterns with your designs. No license, transfer, right or any other permission is granted to the generated 3D models and manufacturing patterns in any way, all of which remain the exclusive property of BackpackZen.
You agree to defend, indemnify and hold BackpackZen and its affiliates harmless from and against any and all claims, damages, costs and expenses, including reasonable attorneys' fees, arising from or relating to your use of any Site or any Service in violation of this Agreement, or in violation of the rights of another, or of copyright infringement claims brought on by a third party against your or your designs and for any claims arising out of statements and actions on your store websites.
Intellectual Property Claims
BackpackZen has a policy of deleting user submissions that violate copyright, trademark, or other intellectual property laws, suspending or blocking access to the design archive or other features of our Sites or Services to any user who uses them in violation of any such law, and terminating in appropriate circumstances the account of any user who uses our Sites or Services in violation of any such law.
Pursuant to Title 17 of the United States Code, Section 512 and other laws, we will receive written notification of claimed infringement from third parties. Any party that believes its copyright, trademark, or other intellectual property right is being infringed by a user of the Sites or the Services, may provide written notice to the following agent for notice of claims of infringement:
Attn: General Counsel
1728 Ocean Avenue, Suite 322
San Francisco CA 94112
In order for us to respond to a notice, it must: (i) contain a physical or electronic signature; (ii) identify the copyrighted work, trademark, or other intellectual property alleged to have been infringed; (iii) identify the allegedly infringing material in a sufficiently precise manner to allow us to locate that material; (iv) contain adequate information by which we can contact the claimant (including postal address, telephone number, and e-mail address); (v) contain a statement that the claimant has a good faith belief that use of the copyrighted material, trademark, or other intellectual property is not authorized by the owner, the owner's agent, or the law; (vi) contain a statement that the information in the written notice is accurate; and (vii) contain a statement, under penalty of perjury, that the person submitting the claim is the owner or is authorized to act on behalf of the copyright, trademark, or other intellectual property right owner.
Please review our Privacy Notice, which also governs your use of the Site and Services, to understand our practices.
BackpackZen recognizes that you have a right to privacy, and we will not give or sell anyone specific information about you or any orders you have placed through BackpackZen except that: (i) BackpackZen may provide information about you and your order to its subcontractors in the course of fulfilling the order; and (ii) BackpackZen may share information about you or your order if we believe in good faith that disclosure of specific information is necessary to (a) resolve disputes, investigate problems, or enforce our User Agreement; (b) comply with relevant laws or respond to requests from law enforcement or other government officials relating to investigations or alleged illegal activity (in which case we can, and you authorize us to, disclose personal information without subpoenas or warrants served on us); or (c) protect and defend our rights or property or the rights and property of you or third parties. BackpackZen collects contact information (including email addresses) that allows us, among other things, to: process and fill your order; contact you regarding the processing of your order; share your design with those whom you request; improve our website and service; and send informative and promotional emails that may be of interest to you.
Limitation of Liabilities
BackpackZen will be responsible for acting only on those orders sent to us that actually are received and does not assume responsibility for malfunctions in communications facilities not under its control that may affect the accuracy or timeliness of any orders you send, including Internet Access Service Provider problems or problems caused by any browser software or any computer virus or related problem, or credit card payment processing problems.
IN NO EVENT WILL BACKPACKZEN BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES ARISING IN CONNECTION WITH THE SITES OR SERVICES OR USE THEREOF OR INABILITY TO USE THEM BY ANY PARTY, OR IN CONNECTION WITH ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS OR LINE OR SYSTEM FAILURE, EVEN IF BACKPACK ZEN, OR REPRESENTATIVES THEREOF, ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES OR EXPENSES.
DISCLAIMER OF WARRANTIES
THE BACKPACK ZEN SITES AND SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) ARE PROVIDED BY US ON AN "AS IS" AND "AS AVAILABLE" BASIS. BACKPACKZEN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE BACKPACKZEN SITES OR SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE). YOU EXPRESSLY AGREE THAT YOUR USE OF THE BACKPACKZEN SITES AND SERVICES IS AT YOUR SOLE RISK.
TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, BACKPACKZEN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BACKPACKZEN DOES NOT WARRANT THAT THE SITES OR SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE), SERVERS OR ELECTRONIC COMMUNICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO EVERYONE.
When you use BackpackZen Sites or Services, or send e-mails to us, you consent to receive communications from us electronically. We will communicate with you by e-mail or other methods. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
This Agreement shall be governed by the laws of the State of California and, where applicable, by United States federal law.