Addendum – TemplateCloud Extension Terms & Conditions

(A) This addendum is an Addendum to the subscription agreement (the “Subscription Agreement”) between Redshift Limited trading as w3p (“Licensor”, “w3p”, “us” or “we”) and the subscriber (“Licensee” or “you”) detailed in the quotation signed by the parties (the “Quotation”), it forms part of and is incorporated into the Subscription Agreement.
(B) Terms defined in the Subscription Agreement or any other Addendum where used in this Addendum shall have the same meaning as set out in the Subscription Agreement or other Addendum. Where there is any conflict between clauses and terms in this Addendum and clauses and terms in the Subscription Agreement this Addendum shall prevail.
(C) The Licensee wishes to access the TC API function of the Platform upon the terms and subject to the conditions set out below in order to obtain Designer Templates for use in connection with w3shops.

1 Operative provisions

In this Addendum the following expressions shall have the following meanings:
“Agreement”
means the Subscription Agreement and all Addendums to it;
“Customer T&Cs”
the terms and conditions as between the Licensee and Customers for the provision of Jobs;
“Designer Template”
editable web-to-print template prepared by a Template Author, hosted on the Platform and utilised for Customers in connection with Jobs;
“pdf”
an electronic file conforming to the portable document format open standard ISO 32000-1;
“TemplateCloud”
the Licensor’s (or its Affiliate’s) database containing Designer Templates uploaded by Template Authors;
“Template Author”
a person who has uploaded Designer Templates to TemplateCloud;
“Template Editor”
the Licensor’s (or its Affiliate’s) software application which delivers a viewable session of Designer Templates to w3shops and which enables Customers to edit such Designer Template;
“Template Fee”
the price pertaining to the relevant Designer Template charged by the Licensor to the Licensee each time a Customer places an order with the Licensee in respect of which TemplateCloud has made a pdf created from a Designer Template available for download and/or a Designer Template available for editing;
“TemplateCloud Intellectual Property”
the business methods and formats, know-how, confidential information and all other intellectual property pertaining to TemplateCloud and belonging to the Licensor or any member of the Group including any copyright, design, patent, trademark, trade name or other so called intellectual property right whatsoever (whether registered or unregistered and whether existing now or at any time in the future) together with any goodwill relating or attaching to any such intellectual property rights and all extensions and renewals of any such intellectual property rights and the right to apply for any such intellectual property right;
“Trial Period”
The period of 90 (ninety) days following the commencement of this Addendum.

2 Description of TemplateCloud

2.1 The TC API is a function of the Platform that embeds the Template Editor within w3shops enabling Customers to edit Designer Templates held in TemplateCloud;
2.2 The TC API function makes available for download by the Licensee a print ready pdf each time a Customer places an order with a w3shop for an end product which has utilised a Designer Template.

3 Fees and Payment

3.1 The Licensee agrees and undertakes to pay to the Licensor the Template Fees which the Licensor shall invoice weekly in arrears which shall be paid on the payment dates and by such method as is set out in the Quotation under the headings Payment Terms and Payment Method respectively. For the avoidance of doubt:
3.1.1 the Licensee acknowledges that TemplateCloud is a dynamic marketplace, Designer Templates are ‘crowd sourced’ from Template Authors and that, in order to take prompt account of any increases or decreases required by Template Authors, Template Fees are subject to change at any time without notice;
3.1.2 For the avoidance of doubt no Click Fee is payable in respect of each Job that has utilised a Designer Template (which Designer Templates are, for the avoidance of doubt, made available to the Licensee via the Platform at the prices and on the terms detailed on the Platform and in this Addendum).

4 Obligations of the Licensee

The Licensee agrees and undertakes as follows:
4.1 during the continuance of this Addendum the Licensee may use pdfs supplied by the Licensor pursuant to this Addendum an unlimited number of times to supply the relevant Customer reorders, it is acknowledged and agreed that each pdf is for use in connection with a single order for a particular Customer (or identical reorders for that Customer will be charged) and that any other use is strictly prohibited. For the avoidance of doubt a Template Fee is payable in respect of any use of a Designer Template made available for any Job. Notwithstanding the forgoing the Licensee acknowledges and agrees that this Addendum does not effect any sale of pdfs or any Designer Templates and except for the rights specifically granted under this Addendum the Licensee shall not have any right, title, interest or other ownership of such pdfs or Designer Templates including any copyright or other intellectual property rights;
4.2 the Licensee shall ensure that Customer T&Cs contain any provisions necessary for the Licensee to comply with its obligations pursuant to this Addendum and/or as may reasonably required by the Licensor in connection with its compliance with its obligations to Template Authors;
4.3 the Licensee shall store all pdfs and any Designer Templates made available pursuant to this Addendum in a secure manner and shall not to release such pdfs or Designer Templates to any third party without the prior written consent of the Licensor;
4.4 the Licensee acknowledges and agrees that it shall only be entitled to use each Designer Template or pdf as a whole and as such the Licensee shall not be permitted to use any constituent part (including any image), that has been supplied by or on behalf of the Licensor, separately from the rest of the Designer Template or pdf in question. Accordingly, the Licensee shall not, nor allow any third party to extract any constituent part of any Designer Template pdf or convert or howsoever manipulate any Designer Template or pdf so that its constituent parts can be used separately.

5 Acknowledgments by the Licensee

5.1 The Licensee acknowledges that Designer Templates are ‘crowd sourced’ from Template Authors and agrees that the Licensor provides the Designer Templates and access to TemplateCloud as-is and with all faults and that other than those written warranties and /or representations expressly given by the Licensor under this Agreement the Licensor gives no other warranties or representations;
5.2 The Licensor may withdraw any Designer Template from TemplateCloud, without incurring any liability whatsoever to the Licensee, in the event that Designer Templates cease to be available to the Licensor the Licensee will dispose of or destroy as the Licensor shall direct any Designer Templates previously made available.
5.3 This Addendum shall commence on the date that the TC API function of the Platform is enabled by the Licensor pursuant to the Licensee’s request and shall continue until the expiry or termination of the Subscription Agreement. Notwithstanding the foregoing the Licensee may terminate this Addendum by giving to the Licensor not less than three months prior notice expiring on or after the date that is one year from the commencement of this Addendum. Furthermore the Licensee may terminate this Addendum by giving to the Licensor written notice at any time during the Trial Period. For the avoidance of any doubt the termination of this or any other Addendum shall not affect the remainder of the Subscription Agreement which shall continue in force until its termination or expiry.