Terms and Conditions

Effective Date

This revision of the Maker Agreement is effective as of April 26th, 2012 (“Effective Date”).

This Maker Agreement (“Agreement”) is between CustomMade Ventures Corp. ("CustomMade") and you as the maker of custom goods or provider of custom services who is subscribing to or otherwise utilizing CustomMade (“Maker” or “you”). Every Maker must read and accept all the terms in this Agreement, CustomMade’s Privacy Policy, and CustomMade’s General Terms of Use (collectively, “Terms and Conditions”). Your use of the CustomMade website, located at http://www.custommade.com (the “Site”), constitutes your acceptance of all the Terms and Conditions. If you do not agree to the Terms and Conditions, please do not use this Site or become a Maker.

1. Purpose of CustomMade

CustomMade has created an online marketplace to connect makers of custom goods and providers of custom services (“Makers”) with consumers who wish to shop for and purchase custom goods and services (“Consumers” and, together with Makers, “Users”). The CustomMade marketplace includes ReadyNow, which is a service created by CustomMade to allow Consumers to purchase an item through the Site that is ready for immediate shipment. On and through the Site, Consumers may post open requests to invite bids or proposals from Makers for custom goods or services (“Project Requests”), Makers may post information about their skills and past Projects in their profiles and submit bids or proposals in response to Project Requests (“Project Proposals”), and, once a bid or proposal is accepted, Consumers and Makers can communicate with each other to form an agreement whereby the Maker will create and deliver a custom good or service (“Project”) to the Consumer (“Project Agreement”).

2. Eligibility to use the Site

The Site is available only to legal entities/persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. If you accept or agree to this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement and, in such event, “Maker”, "you" and "your" will refer and apply to that company or other legal entity. Without limiting the foregoing, the Site is not available to temporarily or indefinitely suspended Users. Nothing in this Agreement precludes a Maker from engaging with CustomMade or the Site as a Consumer as long as Maker opens a separate account designated for Consumers and signs the Consumer Agreement.

3. Role of CustomMade

If a Consumer accepts a Maker’s Project Proposal, a legally binding services contract is formed directly between such Maker and Consumer, subject to any additional terms and conditions that Maker and Consumer may agree upon in a Project Agreement. CustomMade is not a party to any Project Agreement between Makers and Consumers. CustomMade itself does not deliver any goods or services, nor does CustomMade make any representations regarding the quality thereof, except as may be otherwise explicitly set forth by CustomMade. Except where provided herein, any agreement or attempted agreement between a Maker and a Consumer made outside of the Site in connection with a listed Project shall constitute a material breach of this Agreement.

Maker expressly acknowledges, agrees and understands that: (i) the Site is merely a venue where persons may act as Makers or Consumers; (ii) CustomMade is not a party to any Project Agreements between Makers and Consumers; (iii) Maker recognizes, acknowledges and agrees that he/she/it is not an employee of CustomMade and that CustomMade does not, in any way, supervise, direct, or control Maker's work or services; (iv) CustomMade shall not have any liability or obligations under or related to Project Agreements or any acts or omissions by Users; (v) CustomMade has no control over Users; and (vi) CustomMade makes no representations as to the reliability, capability, or qualifications of any Maker or Consumer or the quality, security or legality of any Project delivered by a Maker, and CustomMade disclaims any and all liability relating thereto.

4. General Maker Performance

CustomMade expects a consistent and high level of courtesy, respect and professionalism from all of its Users toward each other and reserves the right to expel any User from its network at any time. Maker agrees to accurately represent the items and services that Maker offers for sale on our Site. When Maker lists an item or service on CustomMade’s Site and as a result thereof procures a Consumer, Maker and the Consumer enter into a binding Project Agreement that both parties are expected to honor. CustomMade is not a party to the Project Agreement. Maker agrees that Maker is the merchant of record for all transactions procured through the Site. Maker will promptly deliver the Project purchased by the Consumer unless (a) the Consumer fails to meet the terms of the Project Agreement (such as payment method), or (b) Maker cannot authenticate the Consumer’s identity. If Maker lists an item as available for immediate purchase through ReadyNow, the item must already be built and available for delivery to the Consumer within seven (7) business days. Pursuant to CustomMade’s General Terms of Use, the Consumer is obligated to deliver appropriate payment for items and Projects purchased, unless there is an exceptional circumstance as described in our General Terms of Use.

CustomMade expects Makers to consistently provide service that results in a high level of Consumer satisfaction. For Makers, this includes adhering to Project Agreements, as well as informal, "common-sense" obligations to provide good service to Consumers. Makers are required to insure all projects that it ships to Consumers. Makers who do not meet these requirements and obligations are creating bad Consumer experiences. CustomMade may terminate account privileges of any Maker who creates bad Consumer experiences.

Makers agree to use good judgment when posting information, comments, feedback or other content regarding Consumers, CustomMade or any other third party anywhere within the Site. Makers may be held legally responsible for damages suffered by other Users, CustomMade or any third party as a result of legally actionable or defamatory comments, remarks or other information or content posted to the Site. Makers are to comply with any policies that are incorporated into this Agreement by reference. These policies may be modified from time to time at CustomMade’s discretion and the current effective policy will be deemed to be part of this Agreement.

Under federal law, CustomMade is not legally responsible for any remarks, information or other content posted or made available on the Site by any User or third party, even if such information or content is defamatory or otherwise legally actionable. CustomMade is not responsible for and does not monitor or censor content for accuracy. However, CustomMade reserves the right to remove or restrict access to any information or content posted or made available on the Site if ordered to do so by a court or if CustomMade considers such information or content to be in violation of this Agreement. Violation of the Agreement may result in suspension or termination.

4.1 CustomMade Membership Fees

CustomMade charges Makers a general membership fee to utilize the Site (the “Membership Fee”).

Makers agree to pay the Membership Fee incurred in connection with the Maker Account at the rates in effect when the charges were incurred. The term of the membership may be annual or monthly. The annual Membership Fee offered by CustomMade requires a minimum one (1) year contractual commitment. If Maker chooses to pay the Membership Fee in one (1) annual installment, the membership must be paid within fourteen (14) days of the receipt of the invoice and activation begins upon receipt of payment. In addition, Maker will be automatically renewed once a year at the then current rate, for an additional term, unless Maker notifies CustomMade of Maker’s desire to cancel his/her/its membership no later than 30 days prior to the renewal date (receipt of which must be confirmed by email reply from us). If Maker chooses to change from an Annual Membership to a Monthly Membership plan, they may only do so at the end of their annual term.

If Maker has chosen to pay the Membership Fee on a monthly basis, Maker’s Account will be automatically debited each month using the method of payment on file. No minimum commitment is required if Maker chooses to pay the Membership Fee on a monthly basis. If Maker fails to pay the monthly Membership Fee or the Maker’s Account is otherwise in arrears, CustomMade will restrict the Maker’s Account. Makers may change from monthly payments to an annual payment at anytime. Unless we state in writing otherwise, all Membership Fees are final and nonrefundable.

From time to time, CustomMade may, at its sole discretion, choose to offer Maker a discount on the Membership Fee or credit towards the Membership Fee. Unless otherwise notified by CustomMade, any discount is applicable only to the then-current term and does not carry forward to any additional term. Credit is not redeemable for cash and may only be used as payment for the Membership Fee.

Maker hereby authorizes CustomMade to run credit card authorizations on any credit cards provided by Maker, to store credit card details as Maker's method of payment for the Membership Fees, and to charge Maker's credit card (or any other form of payment authorized by CustomMade or mutually agreed to between Maker and CustomMade) for any assessed Membership Fees.

4.2 CustomMade Service Fee

In addition to the subscription fees, Maker agrees that CustomMade shall be paid a fee for services, and technology, including, but not limited to, procuring projects for Makers, maintaining the Site, providing online management resources, and/or managing payment(s) between Makers and Consumers (the “CustomMade Service Fee"). For each Project that Maker procures through the Site, CustomMade will charge Maker a fee equal to 10% of the total price of the project billed to the Consumer, excluding any taxes, shipping or delivery costs. The CustomMade Service Fee shall not exceed one thousand dollars ($1,000) per Project. Unless otherwise stated, all fees are quoted in U.S. Dollars. Maker is responsible for paying all CustomMade Service Fees and applicable taxes in a timely manner with a valid payment method. If Maker’s payment method fails or Maker’s Account is past due, CustomMade may restrict, suspend or cancel the Maker’s Account even if Maker has already paid the nonrefundable Membership Fee in full. CustomMade reserves the right to collect any CustomMade Service Fee owed using other collection mechanisms.

From time to time, CustomMade may, at its sole discretion, choose to offer Maker a discount on the CustomMade Service and Co-Marketing Fee or credit towards the CustomMade Service and Co-Marketing Fee. Unless we state in writing otherwise, all CustomMade Service and Co-Marketing Fees are final and nonrefundable.

Maker hereby authorizes CustomMade to run credit card authorizations on any credit cards provided by Maker, to store credit card details as Maker's method of payment for the CustomMade Service and Co-Marketing Fee, and to charge Maker's credit card (or any other form of payment authorized by CustomMade or mutually agreed to between Maker and CustomMade) for each assessed CustomMade Service and Co-Marketing Fee.

4.3 Identity

All identity information associated with the Maker and its account on the Site (“Maker Account”) must be real and verifiable. Each Maker Account must be used by only one person, and each person is allowed to use only one Maker Account. CustomMade reserves the right to validate Maker information at any time, including but not limited to the verification of one or more official government or legal documents that confirm the Maker’s identity. Failure to provide identity verification when requested is a violation of this Agreement. The Maker is solely responsible for ensuring and maintaining the secrecy and security of his/her/its CustomMade password. Maker agrees not to disclose this password to any third party and shall be solely responsible for any use of or action taken through the use of such password on CustomMade. Maker will not allow third parties to perform any action, including but not limited to, responding to Project Requests made by Consumers, tendering Project Proposals to Consumers, entering into Project Agreements with Consumers, uploading content, or otherwise utilizing the Maker’s Account.

4.4 Submitting a Project Proposal to a Consumer

Makers may submit a Project Proposal in response to a Project Request. All information provided in a Project Proposal must be true, accurate and complete. CustomMade reserves the right to verify any and all information provided on a Maker's profile, Project Proposal, or Project Agreement. By tendering a Project Proposal to a Consumer, the Maker is attesting that he/she/it has the skills and ability to perform the requested services by the deadline provided by the Consumer.

4.5 Managing Project Agreements

Makers agree to regularly review and respond promptly to communications from the Consumer.

4.6 Disintermediation

Maker shall immediately notify CustomMade if a Consumer requests that the Maker transact outside of the Site or through any channels other than those provided or specified by CustomMade (“Disintermediation”). Except as expressly provided below, Disintermediation is a violation of this Agreement.

Disintermediation can occur without penalty under the following two opt-out situations:

1. Paid opt-out: Maker or Consumer pays CustomMade an opt-out fee that is the greater of: The total CustomMade Project Fee(s) charged from transactions between the two parties during the previous 365 days or $1,000.
2. Free opt-out: two (2) years after the Maker and Consumer were first brought together on the Site, the two may participate in Disintermediation without charge.

To perform a paid opt-out, parties also agree to notify CustomMade with the following information:

1. User id and email addresses of both Maker and Consumer;
2. Whether this is a paid opt-out or a free opt-out; and
3. Who will pay the opt-out fee (if it applies). Once the opt-out fee is paid to CustomMade (or the free opt-out has occurred), both parties may freely participate in Disintermediation with the other party.

4.7 Failure to Pay

Except where expressly provided herein, if Maker fails to pay amounts due under this Agreement, whether by canceling Maker’s credit card, initiating an improper chargeback, or any other means, Maker’s Account may be restricted, suspended or canceled at the discretion of CustomMade. Without limiting other available remedies, Maker must reimburse CustomMade for amounts due upon demand, plus any applicable processing fees, charges or penalties, plus interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law, plus attorneys’ fees and other costs of collection as allowed by law. In its discretion, CustomMade may setoff amounts due against other amounts received from or held for Maker, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

4.8 Failure to Deliver Projects

Except where expressly provided herein, if Maker fails to deliver Projects purchased by a Consumer in a timely manner or as described in the Project Agreement, Maker’s Account may be suspended, restricted or canceled at the discretion of CustomMade. Without limiting other available remedies, and subject to Section 6 below, Maker may be required to reimburse CustomMade for amounts due upon demand, including, but not limited to, any amounts refunded to Consumer by CustomMade due to Maker’s failure to perform in accordance with a Project Agreement, plus the CustomMade Project Fee, plus any applicable processing fees, charges or penalties, plus interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law, plus attorneys’ fees and other costs of collection as allowed by law. In its discretion, CustomMade may setoff amounts due against other amounts received from or held for Maker, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

4.9 Feedback

CustomMade provides its reputation management system as a means through which Users can express their opinions publicly. CustomMade does not monitor or censor these opinions or investigate any remarks posted by Users for accuracy. You acknowledge and agree that the Site will contain public feedback from Consumers with whom you have transacted. You acknowledge that feedback results for you may consist of comments and ratings left by Consumers and that CustomMade may calculate a composite feedback number based on these individual ratings. Users may be held legally responsible for damages suffered by other CustomMade Users or third parties as a result of these remarks if a court finds that these remarks are legally actionable or defamatory. CustomMade is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. Any effort to falsify feedback, manipulate or coerce another User by threatening negative feedback or offering to sell or buy goods or services in exchange for feedback is in violation of this Agreement. Other actions that constitute an abuse of the reputation management system include, but are not limited to, leaving links, profanity, or other inappropriate content in feedback comments and contacting other Users to "warn" them about another User. CustomMade reserves the right to maintain or delete ratings and feedback as it deems appropriate regardless of Maker’s status on the Site. If you are concerned about a User’s behavior, you should report it to CustomMade immediately for investigation.

5. Enforcement of Maker Agreement

CustomMade has the right, but not the obligation, to suspend, restrict or cancel Maker’s account if it believes that he/she/it has violated or acted inconsistently with the letter or spirit of this Agreement or violated CustomMade’s rights or those of another party. Without limiting CustomMade's other remedies, we may suspend, restrict or cancel Maker’s account, reclaim any available funds and refuse to provide Maker any further access to the Site if (a) Maker breaches any terms and conditions of this Agreement or other written policies and procedures posted on the Site; (b) we are unable to verify or authenticate any information Maker provides to us; or (c) we believe that Maker’s actions may cause legal liability for other Makers, our Users, or for CustomMade. Once suspended, restricted, or cancelled, Maker MAY NOT continue to use the CustomMade service under a different account or re-register under a new account. If Maker attempts to use the CustomMade service under a different account, we reserve the right to re-claim available funds in that account and/or use an available payment method to pay for any amounts outstanding. In addition, violations of this Agreement may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. If a Maker engages in actions or activities which circumvent the Site or otherwise reduces fees owed CustomMade under this Agreement, that Maker will be liable to CustomMade for the fees due and may be subject to additional sanctions including, but not limited to, restriction, suspension or termination of the Maker’s account. CustomMade reserves the right to terminate any Maker for any reason, at its sole discretion, and to refuse to provide registration and membership to the Maker in the future.

6. The CustomMade Trust & Safety Guarantee

Both Makers and Consumers may be eligible to participate in the CustomMade Trust & Safety Guarantee program ("CustomMade Trust & Safety Guarantee"). Subject to the terms, limitations and conditions that are set forth below in this Section 6 (the "CustomMade Trust & Safety Guarantee Terms"), the CustomMade Trust & Safety Guarantee applies to Projects that are transacted through the Site (“Covered Projects”). Please read these CustomMade Trust & Safety Guarantee Terms carefully.

6.1 Scope of the CustomMade Trust & Safety Guarantee

The CustomMade Trust & Safety Guarantee offers protection to both Consumers and Makers. Consumers are afforded protection by the CustomMade Trust & Safety Guarantee in the unlikely event of fraud or theft by a Maker. Benefits for a Consumer protected by the CustomMade Trust & Safety Guarantee may include up to a $5,000 refund or replacement Project. The CustomMade Trust & Safety Guarantee protects Makers in the unlikely event that a Consumer alleges a breach of the Project Agreement or otherwise claims that a Maker has not performed. Benefits for a Maker protected by the CustomMade Trust & Safety Guarantee include a formal written decision resolving a dispute about a Project in favor of the Maker and the amendment or deletion of negative feedback resulting from the dispute. Maker is not eligible to receive final compensation or reimbursement under the Trust & Safety Guarantee, including, but not limited to, situations where Consumer fails to Pay Maker.

6.2 Trust & Safety Guarantee Eligibility

As a Maker, you are eligible for the protections afforded by the CustomMade trust & safety Guarantee when all of the following conditions are met:

• You have a Maker Account on the Site;
• You are in good standing with CustomMade;
• All of the electronic correspondence with the Consumer were hosted on the CustomMade system and are available to CustomMade staff for review;
• All of the Project payments, including any initial deposits, were originated using the Site and reported to CustomMade using the Site;
• You purchased shipping insurance for the item;
• The Consumer did not pay for the Project by check;
• You entered into a Project Agreement with a Consumer using the electronic communication tools on the Site;
• You submitted a case to CustomMade within 45 days from the date the Consumer first alleged that you breached the Project Agreement or 45 days after exhausting other primary remedies whichever is later;
• You have maintained any item that has been returned to you by the Consumer;
• The Project is not excluded from the CustomMade Trust & Safety Guarantee as provided in Section 6.3;
• You can assert in good faith that the Consumer is improperly:
  • claiming you have not performed in accordance with the Project Agreement;
  • claiming he/she/it never received a project when in fact he/she/it did;
  • refusing to accept shipment of the Project; or
  • claiming that Project was not as described but you can prove otherwise.
• A good faith dispute does not include buyer's remorse (that is, the Covered Project was delivered as described in the Maker/Consumer communications through CustomMade, but the Consumer no longer wants the Covered Project regardless of the reason). However, even in the event of buyer's remorse, the Consumer may receive a refund from the Maker if, at any point after the sale is completed, the Maker agrees in writing to provide a refund.

For the avoidance of doubt, only Makers who have exclusively communicated and transacted with the Consumer throughout the life cycle of the Project through the Site are eligible for the CustomMade trust & safety Guarantee. Makers who file a case through CustomMade, but who did not communicate or transact with the Consumer throughout the life cycle of the Project through the Site will be redirected to other resolution processes.

6.3 Limitations and Restrictions

The CustomMade Trust & Safety Guarantee is not a product warranty or a solution for buyer’s remorse. The CustomMade Trust & Safety Guarantee does not cover some kinds of goods; false, abusive or illegitimate claims; or purchases where the User has been or may be compensated by a third party. CustomMade reserves the right to determine whether a Project qualifies as a Covered Project. Fraudulent charges to a credit card or a PayPal account are not covered by the CustomMade Trust & Safety Guarantee.

6.4 Dispute Resolution Between Consumer and Maker

As part of the CustomMade Trust & Safety Guarantee, CustomMade will host a dispute resolution process for eligible Consumers and eligible Makers engaged in a good faith dispute arising from a Covered Project. Makers who meet the eligibility requirements in Section 6.2 and have a Covered Project can open a case against a Consumer after first attempting to resolve the dispute with the Consumer in good faith.

Consumers who meet certain eligibility requirements and have a Covered Project can open a case against a Maker if they have not received a Covered Project within thirty (30) days of the deadline provided in the Project Agreement and the Maker has not communicated with the Consumer about the potential for delay (“Project Not Received Case”) or where the Project is materially different from the description in the Project Agreement (“Project Not As Described Case”).

6.4.1 Dispute Resolution Process and Procedure for Makers

Makers who want to open a case against a Consumer must fill out a Request for Review. After CustomMade receives the Request for Review, we will read the Project Agreement, and confirm that the parties have already attempted to resolve their dispute in good faith. We will then review any additional electronic correspondence to determine if the case is ready for resolution. If a case filed by a Maker is ready to be resolved, CustomMade will contact the Consumer. The Consumer will have up to seven (7) days to respond to CustomMade’s inquiries. Following CustomMade’s receipt of the Consumer’s responses, CustomMade may contact the Maker for further information. Maker will have seven (7) days to respond to CustomMade’s request for follow-up information. After no more than 30 days from the date CustomMade receives all of the requested information, CustomMade will issue a final written decision. The case will be closed following the issuance of CustomMade’s final written decision.

6.4.2 Dispute Resolution Process and Procedure for Consumers

Consumers who want to open a case against a Maker must fill out a Request for Review. After we receive the Request for Review, we will read the Project Agreement, and confirm that the parties have already attempted to resolve their dispute in good faith. We will then review any additional electronic correspondence to determine if the case is ready for resolution. If a case filed by a Consumer is ready to be resolved, CustomMade will contact the Maker. The Maker will have up to seven (7) days to respond to CustomMade’s inquiries and propose a resolution or remedy as provided in Section 6.4.4. CustomMade will pass the Maker’s responses and proposed resolution or remedy to the Consumer. The Consumer will have seven (7) days to accept or reject the Maker’s proposed resolution or remedy. If the Consumer rejects the Maker’s proposed resolution or remedy, then the Consumer must make a counteroffer to the Maker. If no resolution or remedy can be reached between the parties, then CustomMade may further review the Project Request, Project Proposal, Project Agreement and any additional electronic correspondence before issuing a final written decision. The case will be closed following the issuance of CustomMade’s final written decision.

If the Maker resolves the case by refunding the Consumer after the case is opened but before the Consumer contacts CustomMade further, CustomMade will credit any CustomMade Project Fee that Maker may have been assessed in connection with the Project. For cases in which a determination is made against the Maker by CustomMade, the Maker will not receive a refund of the CustomMade Project Fee assessed in connection with the Project.

6.4.3 Restrictions for Fraud or Theft Claims by Consumer

Consumers who wish to open a case against a Maker involving fraud, theft, or any other type of illicit behavior not covered in section 6.4.4, and whose claim exceeds an aggregate value of three hundred U.S. dollars (US $300), must also comply with the following requirements;

• The Consumer must file a police report and provide CustomMade with a copy of such report, certified by the Consumer as true and accurate;
• The Consumer must provide CustomMade with proof of the loss, certified by the Consumer as true and accurate;
• The Consumer must provide CustomMade proof that the Consumer first contacted and filed claims with any third party who may offer the Consumer protection or relief, including but not limited to, PayPal, banking institution, insurers, or a credit card company.

6.4.4 Resolutions and Remedies

For Project Not Received Cases, a Maker may propose the following resolutions or remedies:

• Provide proof of delivery (for Projects valued over $250, we also require signature confirmation);
• Send the Covered Project or a replacement Project within thirty (30) days; or
• Refund the Consumer the cost of the Covered Project (including any applicable sales tax) plus original shipping.

For Project Not Received Cases, if the Consumer chooses to receive a refund, Maker must provide a full refund to the Consumer in a timely manner. If the Maker refuses to give the Consumer a full refund, CustomMade will pay the Consumer up to $5,000 of the Covered Project’s original cost, and pay the Consumer the remaining amount, if any, after and only if CustomMade has collected such amounts directly from the Maker. In the event CustomMade cannot procure a full refund for the Consumer from the Maker, CustomMade’s total payments to the Consumer under the CustomMade trust & safety Guarantee will not exceed five-thousand ($5,000) dollars per Covered Project.

For Project Not As Described Cases, a Maker may propose the following resolutions or remedies:

• Provide written proof to CustomMade that the Covered Project was described accurately and consistently in the Project Agreement and all associated correspondence (for example, providing documentation that supports the authenticity or origin of the materials used if the Consumer questions the authenticity or origin of the materials);
• Send a replacement Project after the Consumer returns the original, if this is what the Consumer prefers; or
• Refund the Consumer up to the full cost of the Covered Project (including any applicable sales tax) plus original shipping after the Consumer returns the original Covered Project.

In the event that the Consumer chooses to return the original Covered Project, CustomMade will ask the Consumer to promptly provide a shipping tracking number. For Covered Projects valued over $250, CustomMade will also require the Consumer to provide signature confirmation. Return shipping will be at the Consumer's expense. It is the Maker’s responsibility to maintain a valid and current return address on file in the Maker’s Account to facilitate the return shipping. Consumers may not be required to return a Covered Project if the Maker's geographic location is different from that shown on the listing unless the Maker pays for return shipping.

For Project Not As Described Cases, if the Consumer chooses to return the original Covered Project and receive a refund, Maker must provide a full refund to the Consumer in a timely manner after the delivery of the original Covered Project to the Maker has been confirmed. If the Maker refuses to give the Consumer a full refund, CustomMade will pay the Consumer up to $5,000 of the Covered Project’s original cost, and pay the Consumer the remaining amount, if any, after and only if CustomMade has collected such amounts directly from the Maker. In the event CustomMade cannot procure a full refund for the Consumer, CustomMade’s total payments to the Consumer under the CustomMade trust & safety Guarantee will not exceed five-thousand ($5,000) dollars per Covered Project.

There may be times when CustomMade, in its sole discretion, opts to reimburse the Consumer without any impact on the Maker.

6.4.5 Maker Defenses

For Project Not Received Cases, Makers may avoid an adverse decision if they ship within their stated handling time, provide CustomMade and the Consumer with tracking information and the Consumer accepts the Project before CustomMade makes a final decision. The tracking information will need to show proof of delivery from a shipping company or delivery service that clearly displays:

• the delivery status of the Project as "delivered";
• the date of delivery (which reflects the Maker shipped within stated handling time);
• the recipient's address, displaying at least the city/state or ZIP code (or the equivalent) of the address listed in either the CustomMade Order details page or the PayPal Transaction Details page; and
• for Projects $250 USD (or local currency equivalent) or more, proof of the recipient's signature to confirm delivery is required.

For Project Not As Described Cases, Makers may avoid an adverse decision if they provide clear documentation that the Covered Project was described accurately and consistently throughout the Covered Project lifecycle, in the Project Agreement, and in all associated communication. For example, cases may be resolved in the Maker's favor when the Maker provides documentation that:

• a defect in the Project was correctly described and disclosed by the Maker and was acceptable to the Consumer, or
• the Project was properly described, but the Consumer didn't want it after they received it, or
• the Project was properly described but did not meet the Consumer's expectations, or
• the Project has minor scratches or exhibits very minor imperfections that would not impair the enjoyment or use of the project by the average Consumer.

6.4.6 Acknowledgement and Agreements by Maker

CustomMade requires Makers to comply with the dispute resolution process described herein. Makers permit us to make a final decision, in our sole discretion, on any case that is opened with CustomMade under the CustomMade Trust & Safety Guarantee. If we find against the Maker for either a Project Not Received Case or a Project Not As Described Case, we may refund the Consumer for the full or partial cost of the Covered Project (including any applicable sales tax) and the original shipping, and we may require the Maker to reimburse us for the full amount due the Consumer. Without limiting the foregoing, Makers may not have to pay a reimbursement if they can meet one of the Maker Defenses provided in Section 6.4.5. Makers must have a current and valid payment method on file with CustomMade. Makers agree to allow CustomMade to remove funds from the payment method they have on file for amounts due to Consumers. Makers may change this reimbursement method by contacting CustomMade. However, CustomMade reserves the right to continue using the Makers' payment method on file for cases resolved against the Maker before CustomMade receives a change request. Makers agree to allow CustomMade to charge the payment method they designate for amounts due to Consumers following the dispute resolution process.

Changing a reimbursement method will not affect CustomMade's use of a payment method on file for other purposes (such as payment of CustomMade Membership Fees). If Makers do not provide CustomMade with a valid payment method, we may collect amounts owed using other collection mechanisms, including retaining collection agencies. We may also suspend or restrict Makers from using CustomMade until payment is made.

6.4.7 Relationship Between CustomMade Dispute Resolution and Other Resolution Methods

The CustomMade dispute resolution process is the secondary avenue for settling issues between Consumers and Makers. Consumers should begin with other resolution methods, including, but not limited to, the PayPal system or filing a chargeback if they paid using a credit card. Once a Customer selects a system (PayPal, another payment provider, or credit card chargeback) they are required to use that system until they receive a positive or negative resolution. If the primary system chosen yields a negative resolution for the Consumer, the Consumer can open a case through the CustomMade dispute resolution process. Makers should first attempt to resolve the dispute directly with the Consumer. For the avoidance of doubt, there will be no double consequences for Makers, and no double refunds for Consumers. Chargebacks override all other disputes.

6.5 Consumer Fraud Against CustomMade

Consumers who CustomMade believes are attempting to commit or are committing fraud are governed by the CustomMade Terms of Use. Fraud in this case can include, but is not limited to, making claims that are not backed by a good faith dispute, colluding with a Maker or another User to falsify a claim, making claims prior to (or in addition to) attempting to receive reimbursement from another source (e.g., a credit card chargeback), or any other means by which one can unjustly benefit from CustomMade and the Consumer protection it provides under the CustomMade Trust & Safety Guarantee. Consumers who abuse CustomMade are subject to our remedies as described in the CustomMade Terms of Use. In addition, we reserve the right to temporarily, indefinitely, or permanently suspend a Consumer’s coverage under the CustomMade Trust & Safety Guarantee, immediately and without prior notice, if we suspect abuse; excessive cases; tampering; colluding with Makers to have Makers misdeclare the value of projects for customs fees purposes; or interference with the proper working of CustomMade’s Trust & Safety Guarantee.

6.6 Subrogation

As an additional separate and distinct condition to the CustomMade Trust & Safety Guarantee, CustomMade, as limited guarantor, has the right to subrogate against any person or entity whatsoever who allegedly is responsible for causing the losses or damages in question, even if that person or entity is you. Further, Maker hereby agrees that, with respect to any payments made under the CustomMade Trust & Safety Guarantee by, or on behalf of, CustomMade, Maker will assist in and cooperate fully with CustomMade regarding any and all efforts at subrogation.

7. Release

Maker agrees to release CustomMade (and our officers, directors, agents, subsidiaries, contractors, suppliers and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any disputes the Maker may have with one or more Users of the Site.

8. Intellectual Property

All content included in this Site, including but not limited to text, graphics, video, interfaces, logos, button icons, images, data compilations, software, and the compilation thereof is the property of CustomMade or its content and software suppliers and is protected by United States and international copyright laws. CustomMade may terminate account privileges of any Maker who infringes the copyright rights of others upon receipt of proper notification by CustomMade from the copyright owner or the copyright owner's legal agent.

9. Content

Maker agrees to be solely responsible for his/her/its conduct and activities on and regarding the Site and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links (together, "Content") that Maker submits, posts, and displays on the Site. Maker will not: (i) post false, inaccurate, misleading, obscene, defamatory or libelous content; (ii) falsely state or otherwise misrepresent Maker’s affiliation with any person or entity, through for example, the use of similar email address, nicknames, or creation of false account(s); (iii) infringe upon or misappropriate any third party's copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy; (iv) transmit any code that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (vi) modify, adapt or hack the Site or falsely imply that any other website is associated with CustomMade; or (vi) create any liability for CustomMade to any third party or cause CustomMade to lose (in whole or in part) the services of CustomMade's ISPs or other suppliers.

10. License to CustomMade

CustomMade does not claim any ownership rights in Maker’s Content. When Maker posts Content to the Site, Maker grants CustomMade a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub licensable (through multiple tiers) license to exercise any and all copyright, trademark, publicity, and database rights that Maker has in the Content, in any media known now or in the future. Maker agrees to allow CustomMade to store or re-format the Content on the Site and display the Content in any way CustomMade chooses in its sole discretion. Maker agrees to allow CustomMade to use the Content in advertising and marketing, and to display the Content on other websites in connection with CustomMade’s activities on the other websites. CustomMade will only use personal information in accordance with CustomMade’s Privacy Policy. As part of a transaction or Project Agreement, Maker may obtain personal information, including email address and shipping information, from a Consumer. Without obtaining prior permission from the Consumer, this personal information shall only be used for that transaction or for CustomMade-related communications. CustomMade has not granted Maker a license to use the information for unsolicited commercial messages. Without limiting the foregoing, without express consent from the User, Maker is not licensed to utilize any User’s email or physical mailing address. For more information, see CustomMade's Privacy Policy.

11. WARRANTY DISCLAIMER

CUSTOMMADE MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SERVICES, WORK PRODUCTS, CUSTOMMADE RESOURCES, SITE, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT, ALL OF WHICH ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, CUSTOMMADE DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN ADDITION, MAKER AGREES THAT NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY MAKER FROM CUSTOMMADE SHALL CREATE ANY WARRANTY OF ANY KIND NOT EXPRESSLY MADE HEREIN.

12. LIMITATION OF LIABILITY

IN NO EVENT SHALL CUSTOMMADE, AND (AS APPLICABLE) CUSTOMMADE'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR CUSTOMMADE'S CONSULTANTS OR SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF ANY USER CONNECTION WITH THE USE OF THE SITE, CUSTOMMADE'S SERVICES, CUSTOMMADE TRUST & SAFETY GUARANTEE OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. CUSTOMMADE'S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF CUSTOMMADE'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, SUPPLIERS AND CONSULTANTS, TO ANY USER OR THIRD PARTIES IN ANY OTHER CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES PAID BY THE USER TO CUSTOMMADE IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) $100. THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.

13. Indemnity

Maker agrees to indemnify and hold CustomMade and (as applicable) CustomMade’s parent, subsidiaries, affiliates, officers, directors, consultants, suppliers, agents and employees harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Maker’s breach of this Agreement or the Terms and Conditions, or failure to deliver project in accordance with Maker's agreement with Consumer, or Maker’s violation of any law or the rights of a third party.

14. Reservation of Rights

Maker acknowledges and agrees that the reputation and goodwill of CustomMade may be adversely affected if the Maker engages in violations of a Project Agreement. CustomMade has the right to take action, including legal action, against the Maker if CustomMade, in its sole discretion, deems necessary to protect the interests of CustomMade.

15. No Guarantee

CustomMade does not guarantee continuous, uninterrupted access to the Site or any of the Site’s features, and operation of the Site may be interfered with by numerous factors outside CustomMade's control.

16. Legal Compliance

Maker agrees to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding Maker’s use of CustomMade's services.

17. No Agency

Maker and CustomMade are independent entities, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

18. Choice of Law and Venue

This Agreement shall in all respects be interpreted and construed with and by the laws of the Commonwealth of Massachusetts without regard to its conflict of laws or principles. Any dispute will be subject to the exclusive jurisdiction of the courts located within Suffolk County in the Commonwealth of Massachusetts, and Maker hereby submits to the jurisdiction of such courts.

19. Electronic Communication

When Maker visits the Site or sends emails to CustomMade, Maker is communicating with CustomMade electronically. Maker consents to receive communications from CustomMade electronically. CustomMade will communicate with Maker by email or by posting notices on this Site. Maker agrees that all agreements, notices, disclosures and other communications that CustomMade provides to Maker electronically satisfy any legal requirement that such communications be in writing.

20. Entire Agreement

This Agreement sets forth the entire agreement and understanding of the parties relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them. In particular, this Agreement cancels and supersedes the CustomMade Subscriber Agreement that Maker might have previously entered into with CustomMade ("Previous Agreements").

21. Modification

We reserve the right to modify the Agreement at any time by posting an amended Agreement that is always accessible on this site’s home page and by giving you prior notice of such amendments. Your continued use of this site after notice of a modification indicates your acceptance of the amended Agreement. You should check this Agreement periodically for modification by clicking on the link provided near the top of this Agreement for a listing of material changes and their effective dates.

22. Notices

We may give notice to you by means of (i) a general notice in your account information; (ii) by email to your e-mail address on record in your Registration Data, or (iii) written communication sent to you by first class mail to your address on record in your Registration Data. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail) or twenty-four (24) hours after sending (if by e-mail).

23. Rights and Obligations Under Previous Agreements

As of the Effective Date, Maker shall have no rights against CustomMade under Previous Agreements. CustomMade remains entitled to payment on invoices for subscriptions commenced under Previous Agreements with Maker. Maker's continued use of the Site on or after the Effective Date shall be solely governed by the terms of this Agreement. CustomMade may, in its sole discretion, choose to provide to certain Makers some combination of Subscription Fee credits, Renewal Fee credits, or Project Fee account credits (collectively, “Account Credits”) to offset differences in Subscription Fees. These Account Credits are a discretionary accommodation, and are available for a limited time to offset or subsidize the cost of Maker’s consumption of services on CustomMade. If issued, any Account Credits are neither refundable nor redeemable for cash.

24. General

If any provision of this Agreement is held to be unenforceable, such provision shall be struck and the remaining provisions remain enforceable. CustomMade may assign this Agreement by providing notice to Maker. Maker may not assign this Agreement, nor any of its rights or obligations, without CustomMade’s prior written consent. The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party's right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of each party. CustomMade may amend this Agreement at any time by posting the amended terms on this Site. Except as stated elsewhere, all amended terms shall automatically be effective seven (7) days after they are initially posted. This Agreement may not be otherwise amended except in a writing signed by both parties.

25. Survival

The following Sections survive any termination or expiration of this Agreement: Feedback, Release, Intellectual Property, Content, License to CustomMade, Warranty Disclaimer, Limitation of Liability, Indemnity and Choice of Law and Venue.