Designer License Agreement

The following terms of this Designer License Agreement ("Agreement") apply if you create products with Ze ltd. ("Ze," "we" or "us") design tools and/or post for sale a Design to be displayed and/or offered for sale on websites, mobile sites or apps owned or operated by or for Ze ("Site"). "Design" means any and all artwork, photographs, sketches, drawings, text, stitch files, digital images or product specifications that you send to Ze for placement on the Site or on physical or electronic products made by or for Ze ("Products"). Users of the Site who upload Designs for Products are referred to as "Designers".


Licenses

By uploading Designs to the Site or creating Designs with Ze's design tools, you grant the following licenses to Ze: the nonexclusive, worldwide, transferable, sublicensable right to use, reproduce, publicly display, sell, and distribute the Design in or on Products and in advertising, marketing, samples, and promotional materials for the purpose of promoting the Site and Products. Without limitation, this promotion, marketing, or advertising may consist of: (i) display of your Products; (ii) promotional "streams" of audio/video/photographic Content on the Website, (iii) Products or Design placement in magazines, television shows, movies, and other media; and (iv) the sale of Products available on the Site through third party product feeds. You also grant us the license and the right to make modifications to your Design as necessary to prepare your Design for use in a particular Product category or for other manufacturing purposes, if you agree that your Design may be used in such category. If you select the "customizable" option, you also agree that Ze and visitors to the Site ("Users") may make changes to the Design for the purposes of creating and ordering Products. (NOT APPLICABLE IN THIS STAGE).


You may delete or hide your Design from the Site at any time, but due to caching and other technical issues, it may take a number of days for it to be completely removed from the Site. You retain all copyright and other intellectual property rights in your Design. Upon the removal of a Design, the licenses above will terminate, except that Ze will fulfill any orders placed prior to termination and Ze may continue to use your Design in marketing and promotional materials if such materials were created prior to removal of the Design.


Tags, Spam and Descriptions.


General.

Ze and its community work together to keep the Site and related programs working properly, in a secure manner and for the mutual benefit of the community.

At the time you post a Product for sale, you will be asked to provide information (title, description, tags, categories) about your Design so that visitors to the Site can search and find relevant Products. You should make best efforts to provide accurate, non-misleading information about your Designs, this is very important for you to encourage Users to buy your products, and you agree not to submit unrelated information in connection with your Design for any purpose. If Ze determines that information is misleading or inaccurate or that it violates the rights of a third party, Ze may delete such information or your Design(s) entirely, in its sole discretion.


There are several key pieces of information about your item that Ze uses to help Users find what they are looking for, including but not limited to: titles, tags, attributes and categories. It's very important to accurately label your items. By providing high-quality, accurate information, you help Users find your Products quickly and easily. Inaccurate information can create a frustrating and unproductive shopping experience for everyone in the marketplace.


Ze asks that you do not engage in script writing or other unacceptable back door computing practices in an effort to post multiple products for sale.


By using the Site, you agree to use the Site and conduct your business in a manner that demonstrates common sense and respect for the rights of Ze, other Designers, Users and third parties and in accordance with applicable laws and regulations.


Please report problems, offensive content, and policy violations to us at cs@Ze-Arabia.com.


What is prohibited?

Here are some of the basic rules for labeling your products:

  • Only use accurate and relevant terms that describe the specific Product in your listing.

  • You may use relevant synonyms.

  • You must not label a Product with related, but inaccurate words.

  • You may not intentionally misspell your products (unless such misspelling is part of the Design).
  • You may use a short descriptive phrase as a tag if it accurately describes your item.

  • You may not stuff multiple words into a single tag that do not comprise a descriptive phrase.

  • You should only state what the item is, not what the Product may become or potential uses for the Product.

  • You may not use words that are derogatory

  • You may not use malicious tags or descriptions

  • You may not use copyrighted material

  • Tags or attributes that are duplicates are not allowed

  • If you are uncertain as to whether a Tag/Description falls into one of the categories listed above, contact CMT by email at: cs@Ze.com or by telephone at: 920009578.


If you do not follow the rules set forth above, Ze may:

  • Delete the Product(s)

  • Suspend your Designer account with Ze ("Account").

  • Terminate your Account.("Account").

  • Withhold any Earnings for Products that contain inappropriate or inaccurate descriptive information.("Account").


How does Ze enforce these rules?

Ze may take the following actions to enforce the terms of this Agreement:

  • Send a notification informing you of the offending action, behavior, tag, spam or description and request that you take corrective action immediately.

  • Make your Product(s) unavailable.

  • Delete your Product(s).

  • In the case of certain repeat offenders, we will, in our sole discretion, withhold payment of your Royalties.

  • In the case of certain repeat offenders, we will suspend and/or terminate your Account.

  • Additionally, we reserve the right at any time to remove, limit, suspend, terminate our service and User accounts, prohibit access to our sites and their content, services and tools, delay or remove Designs and Products (including websites) from the Site and discontinue our relationship with any Designers that we determine in our sole discretion are in violation of the above-listed guidelines, including but not limited to tags that infringe the intellectual property rights of third parties, or are unlawful, fraudulent, threatening, libelous, defamatory, obscene or otherwise objectionable. Any Account posting or hosting objectionable Content or recommending objectionable websites are subject to termination. Also, we reserve the right to remove content that we determine in our sole discretion is primarily intended to promote a Product or service.



Pricing:

Ze determines the price at which Products are sold on the Site. You can see Ze's standard retail prices here. The actual retail price for Products incorporating your Designs may vary based upon Your Royalty Rate (see below).


Royalty:

Ze will pay you a Royalty rate for all public (i.e., not to you) sales of Products incorporating your Design ("Royalty"). Ze's standard Royalty rate and the Maximum Royalty Rates are set forth in ("Standard Royalty Rate"), but you have the option of selecting any Royalty rate between the Standard Royalty Rate and the Maximum Royalty Rates as set forth in the table (in increments of 0.5%) for each of your Designs as incorporated in each Product category ("Your Royalty Rate"). Ze's list prices are based upon the Standard Royalty Rate. The table may be updated from time-to-time as new Product offerings become available. You can change Your Royalty Rate at any time and the changes that we receive will go into effect periodically as determined by Ze. If Your Royalty Rate is greater than the Standard Royalty Rate, Ze will change the purchase price to reflect the increased Royalty payable to you. Primacies earned in currency other than your selected payment currency will be converted to your payment currency and is subject to foreign currency conversion fees.


Your Royalty will be calculated as follows:

  • Your-Royalty Calculation: Your Royalty Rate multiplied by Net Sales of Products incorporating your Design. "Net Sales" means the purchase price received by Ze minus amounts charged for (i) shipping and handling, packaging; (ii) sales or similar taxes; (iii) refunds, credits, and reversals; (iv) upcharges for special sizes, embellishments, and other add-on charges ("Upcharges").

  • Upcharges Royalty Calculation: Ze will also pay you a Royalty at the Standard Royalty Rate for Upcharges received by Ze based on orders for Products incorporating your Design, subject to deductions for returns, credits, and reversals.

  • Transaction Fee Carveout: If you select a Royalty Rate that is twice or greater than the Standard Royalty Rate, Ze will retain a transaction fee of five percent (5%) of your Gross Royalty* for sales of Products that are subject to the higher rate ("Transaction Fee"). (DEFINE YOURS WITH CAUTION)


  • * "Gross Royalty" equals the Name-Your-Royalty Calculation plus the Upcharges Royalty Calculation.


    Primacies are only paid on Products that incorporate your Designs. Ze will not pay you Royalties on articles or items that are optional or which by themselves are not essential to the Product but when they are added to Products they make them more useful, versatile, or attractive ("Accessories"), even when purchased at the same time as a Product that incorporates your Design. Accessories include but are not limited to shoe laces, hangers, framing, and skateboards wheels and trucks. We encourage you to review our guidelines and familiarize yourself with what constitutes Design violation. As noted above, you agree that you will forfeit any Royalties for products that violate our Design guidelines and rules.


Royalty:

For Payment Terms, please see the Ze User Agreement



Ineligible Sales:

Ze will not pay you a Royalty for sales of any Products which incorporate a Design that violates this Agreement, the Ze User Agreement or any of your representations below. For example, if Ze discovers that one of your Designs infringes someone else's copyright or that you do not have the right to use the Design, Ze reserves the right to reverse all Royalties for such Designs, whether due or already paid.


Special Programs and discounts:

From time to time, we will launch volume and bulk discount programs. Your Royalty’s rate will comply with the discount rate; (If the discount is 10%, your Royalty will be discounted by 10%). In case that different rules will be launched at the time the volume/bulk discount program is launched, and those rules will apply to the program, and you will be informed about them.


Marketing and Promotions:

Ze may market, promote, and sell Products on the Site, on other websites, and/or through distributors and wholesale or retail channels. Ze may run promotions (including volume discounts and special sales discounts). Ze is responsible for the cost of promoting the offer and producing and fulfilling the orders, and you acknowledge that your Royalty will be based on the amount of revenue Ze actually receives for the sale of Products.


Representations:

You represent that:

  • You are the owner of the Design or that the Design is in the public domain; and

  • You have the legal right grant this license to Ze and to enter into this Agreement; and

  • To your knowledge, no one else claims ownership of, or exclusive rights to, the Design; and

  • The Design does not infringe the privacy, celebrity, moral or other rights of any third party; and

  • The Design does not contain any defamatory, obscene or discriminatory content or any illegal material; and

  • Ze may legally make and sell Products incorporating the Design without infringing the rights of any third party and without being obligated to make any payments to, or obtain any permission from, any third party; an