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Softside Terms of Service for Artist Partners

I. Terms Introduction

Softsidemerch.com (“Platform” or “website”), owned and operated by Softside Merch Inc. (“Softside,” “we,” “us,” or “our”), is an e-commerce platform that allows registered users (“user” or “Creator”) to upload, submit, and publish images, illustrations, graphics, visuals, photographs, artwork, text, data, information, templates, and other material (“Content”) to utilize in official merchandise (“merchandise” or “products”) for authorized music & entertainment partners and other intellectual property holders (“Partners”). Such Content may be published publicly on the website and/or approved for merchandise production and listed for purchase.

These Terms of Service (“Terms” or “Agreement”), together with the referred documents, exhibits, addenda, and policies below, govern the binding agreement you are entering by accessing and using our Platform as described herein (“Services”).

These Terms are applicable to Partners joining our Platform. Visitors and Creators of the Platform are bound to separate Creator terms in their respective sign-up. If you are an entity, organization, or company, the individual accepting these Terms on your (the Partner's) behalf represents and warrants that they have authority to bind you to these Terms and references to you herein (and all of your obligations hereunder) will refer to such entity and any individual using the Service on such entity's behalf.

By accessing and using our Platform, you confirm that you accept these Terms and that you agree to comply with them. By agreeing and complying to our Terms, you are granted a limited, non-exclusive, revocable, non-transferable license to use our Services solely as described herein. You may not use the Platform if you do not agree to these Terms.

Headings below are bolded for convenience of reading.

II. Partner Accounts

  • Artist Access. In order to use Softside's Services as an Artist Partner, you must activate your unique access code provided directly by the Softside team, set up your email address and password, and agree to our Terms and Privacy Policy. It is free to set up an artist account.
    • All account users must be at least eighteen (18) years of age to use our Services.
      • If you are a minor who is at least thirteen (13) years old, you may create an account that is owned and directly supervised by a parent, legal guardian, or managing adult supervising your business affairs with their consent and where allowed by law. Minors younger than thirteen (13) years old are not allowed to use Softside's Services.
    • We recommend creating a strong password that only you will know and can safely store. If you suspect someone else may know your password, you must immediately update it.
    • Platform activities (i.e. design submissions, approvals, and sales) shall take place directly within the Softside Platform and any other mutually approved sales channels. Softside may communicate with users via email or other modes of communication when necessary.
  • Additional Information. You may be requested to include additional information about yourself to verify your identity, activate your Earnings, recover access to your account, and/or comply with applicable laws, such as your physical address, phone number, date of birth, banking information, and other identifying data.
  • Honesty. You must enter all information truthfully. Softside may disable or ban any accounts it reasonably believes is false, deceptive, contains impersonated data, or fraudulent information.
  • Behavior. Softside has zero tolerance for unwanted behavior, including stalking, harassing, impersonating, manipulating, bullying, nasty comments, or harming Softside, its affiliated parties and personnel, other users, customers, or Partners and its representing parties. Users cannot spam or upload “junk” content, unauthorized advertising material, or any other forms of solicitation. Users cannot bypass any measures or processes we have in place for our Services and its operations, such as submission or payment manipulation, circumventing of policies or procedures, or other interferences with our Services. Softside reserves the right to ban any accounts that are found to be in violation of these Terms.
  • Account Responsibility. You are responsible for the confidentiality of your account, including all activities, your password, and/or any other user identification or access codes that may be provided to access our Services. You must not disclose any account information to any other third party. If you are a minor, the supervising parent or legal guardian in charge of your account is directly responsible for all activities.
  • Transfer. You may not transfer your account or account information to anyone else without our written consent.
  • Improper Use. Softside reserves the right to disable or ban an account if, at our sole discretion, we reasonably believe it is not in compliance with any of our Terms or other applicable policies. If we suspect or reasonably believe that a user has attempted to gain unauthorized access to our Platform, the server on which our Platform is stored, or any other database, website, computer, or server connected to our Platform or our Partners' or users' websites, has engaged or attempted to engage with our Services through unacceptable, disruptive, or tampered means, all activities from that user will be considered invalid and the user may be banned from our Platform. We reserve the right to seek damages or other remedies to the fullest extent permitted by law from any persons or parties responsible for any criminal activity and/or violations of law in relation to these Terms, such as any deliberate attempts to damage any websites or interfere or undermine with the operations of Softside and our Partners.
  • Relationship. Creating an account with Softside does not create any agency, joint venture, employment, or other relationship between users and Softside.
  • Your Links. You may link your social media accounts or similar websites to our Platform. Such linked sites must comply with our acceptable Content standards as referred in our Terms herein. We reserve the right to withdraw our linking permissions.
  • Third Party Links. Our Platform may contain links to third party websites, services, platforms, or apps (collectively, “Third Party Links”). You may need to access those Third Party Links in order to utilize our Services. We have no responsibility or control over the information, content, terms of use, or policies of these Third Party Links. Your engagement with any Third Party Links within our Platform is done so at your own risk.
  • Other Parties. Our Platform will include other Partners, Creators, customers, visitors, and parties (collectively, “Other Parties”). It is recommended to exercise best judgment regarding all interactions with Other Parties within our Platform. We do not condone any offline interactions between Partners and Other Parties. Contact Softside immediately at legal@softsidemerch.com if you believe any Other Party within our Platform is making you uncomfortable, has asked you for personal identifying information, or is not in compliance with our Terms herein.
  • Termination by Partner. If for any reason you opt to terminate your partnership with Softside, you shall give prompt written notice to Softside in advance of your requested removal date (“Termination Date”). Respective account(s) of canceling parties shall be deactivated upon the Termination Date and any remaining merchandise listings shall be removed. All other terms of this Agreement, including but not limited to those related to sales exclusivity, intellectual property, and outstanding obligations, shall continue to apply as relevant following termination. Approved Creators whose merchandise had been approved by Partner shall be notified of their merchandise removal(s) and paid out one hundred percent (100%) of remaining monies owed within thirty (30) days. Additionally, Partner shall be paid out one hundred percent (100%) of any remaining monies owed within thirty (30) days. Softside may withhold or delay payouts of Earnings pending the resolution of any dispute or claim related to Partner or respective Creators. Softside aims for the Platform to be partner-friendly, collaborative, and meaningful for all parties involved and reserves the right to request to remedy any issue with Partner before termination.
  • Termination by Softside. If for any reason Softside elects to terminate its partnership with Partner, Softside shall give prompt written notice to Partner in advance of its Termination Date. Respective account(s) shall be deactivated upon the Termination Date and any remaining merchandise listings shall be removed. All other terms of this Agreement, including but not limited to those related to sales exclusivity, intellectual property, and outstanding obligations, shall continue to apply as relevant following termination. Approved Creators whose merchandise had been approved by Partner shall be notified of their merchandise removal(s) and paid out one hundred percent (100%) of remaining monies owed within thirty (30) days. Additionally, Partner shall be paid out one hundred percent (100%) of any remaining monies owed within thirty (30) days. Softside may withhold or delay payouts of Earnings pending the resolution of any dispute or claim related to Partner or respective Creators. Softside aims for the Platform to be partner-friendly, collaborative, and meaningful for all parties involved and strives to remedy any issue prior to moving forward with termination.

III. Content Submission & Approval Process

  • Content Access & Visibility. When creating an account as a Partner, you acknowledge that you may upload visual images, text, photographs, trademarks, data, information, links and other material within our Platform, otherwise known as “Content,” that others may be able to access, view, or download. Examples include your artist photo, biography, social media links, and downloadable IP assets.
  • Public-facing Areas. You acknowledge that certain areas of our Platform may be designated as public-facing, meaning that other users and visitors may be able to view Content that you upload, post, publish, or have approved within the Platform, including your name, biography, social media links, submissions, approved merchandise, and other information.
    • By uploading your Content to our Platform, you hereby allow Softside to publicly display, distribute, promote, transmit, broadcast, resize, prepare derivative works based upon, and otherwise use such Content on or through our Services in any form, medium, social media platform, or technology now known or later developed, for the purpose of promoting Softside and its Services and Partners. You agree to allow other visitors and users access to view, like, comment, and otherwise engage with your Content on or through our Platform.
  • Creator Accounts. Creators must have a Softside account in order to access IP and submit Content for Partners' consideration. In order to create an account, Creators must review and agree to Softside's Terms of Service. Once logged into their accounts, Creators shall have access to any additional design/merchandise guidelines set in advance by Partners and Softside to guide their Design creations. Creators are responsible for ensuring they have read and accepted all Terms of Service, have all necessary rights to their uploaded Content and submitted Designs, and agree that they are not infringing, violating or otherwise disregarding any third party's rights by uploading or submitting such Content and Designs.
  • Submission Options. Softside offers Creators two (2) options to submit their work to Partners for merchandise design consideration, as described below. There is no advantage to either option - Creators are encouraged to select whichever that feels best for them.
    • Merchandise Template Option: Creator may select a merchandise item blank and color from the available options found in the Platform and upload their original design (“Design”) within the provided merchandise template. Merchandise blank and color options available to Creators are at the discretion of respective Partners, within Softside's availability. Creators will be notified if their Design is approved, including any potential Design edit requests. Creator will also be sent an IP Transfer Document by Softside, which upon signature will transfer the copyright ownership of the finalized design to the respective Partner.
    • Portfolio Option: Creator may submit a URL link to their Softside creative portfolio that showcases past creations they've created, serving as a representation of their artistic style. Creator will be notified if their submission is approved, including next steps to create a new, original Design in a similar style to their portfolio contents. Creator will also be sent an IP Transfer Document by Softside, which upon signature will transfer the copyright ownership of the finalized design to the respective Partner.
  • Creative Control. Within the limits of Softside's Terms, Partners shall maintain full creative control of their merchandise. This includes determining which Content submitted by Creators is approved. Merchandise cannot be published to Softside without Partner approval.
  • Approval. Partners shall have access to a Submission Queue within their Artist Dashboard to view and manage incoming submissions from Creators. Approved Designs, inclusive of any potential edits, shall be transformed into official merchandise designs and listed for sale on behalf of the respective Partner who approved the Content.
    • Submitting Content does not guarantee approval. Approval is at the discretion of respective Partners within the parameters of the Terms herein.
    • Approving a specific submission cannot be reversed, as it automatically triggers an acceptance notification to the respective Creator. However, approval is not binding and can be revoked at the discretion of Softside or respective Partners.
    • Final approved merchandise shall be published/removed according to a timeline determined at the discretion of the respective Partners.
    • Final Design formatting, display, and product selection may differ from the original merchandise template submitted by Creators, at the discretion of Softside and the respective Partners.
    • Approved Content may appear in search results with specific keywords at Softside's discretion.
  • Reject. Partners may reject a submission they do not wish to approve. This action can be reversed.
  • Favorite. Partners may “favorite” a submission in their Queue. Favoriting a submission does not approve it, but rather, creates a distinction in the Submission Queue for organizational purposes so that a Partner can come back to it more easily.
  • Edit Requests. Partners and Softside may request Content edit requests to Creators before proceeding to production.
    • To ensure feedback is thoughtful and efficient, Partners may request up to three (3) total rounds of edits. Partners shall aim to provide edit requests that are concise, straightforward, and give clear indication to the desired outcome of the Content so that Creators understand what is expected of them to execute such adjustments.
    • A Softside staff member may step in to help mediate and rectify an edit dispute if a Partner and Creator cannot agree upon a final Content design.

IV. Merchandise Management

  • Revenue Structure. The default payment structure is based on a royalty calculation of 70% to Artist Partners, 15% to approved Creators (merch designers), 15% to Softside. All earnings are calculated on a net basis, meaning after the cost of goods and transaction fees are deducted from the listed retail price.
    • Partners may choose to increase the Creator's royalty share, adjusting it from their share at their discretion (i.e. increasing the Creator royalty from 15% to 20% will bring the Partner royalty from 70% to 65%). Royalty splits can be managed in the Artist Dashboard.
  • Merchandise Parameters. Softside recognizes that every Partner runs a unique merchandise business and the economics, reach, and general strategy surrounding that business may significantly vary. As such, we empower our Partners to make their own decisions regarding their merchandise within our Platform, including the Royalty share for Creators, retail prices, sales periods, licensed intellectual property, uploaded Content, and approved Designs (collectively, “Merchandise Parameters”).
    • Softside has minimum policies surrounding our Partners' Merchandise Parameters in order to ensure efficient operations and protections for all parties.
      • The minimum Royalty share to Creators is 15% of the Net Revenue. Any increase to Creators' Earnings shall be determined at the discretion of the Partner within their Artist Dashboard and extracted from their respective Earnings. Minimum royalty is subject to change.
      • Partners may choose to pay a Creator a cash payment (“Flat Fee” or “Fee”) instead of a Royalty for specific, pre-approved scenarios.
        • Partners are always welcome to pay Creators a Flat Feein addition to Royalties (please get in contact with Softside at hello@softsidemerch.com to discuss). Flat Fees may not replace Royalties except for pre-approved offline orders or similar scenarios, as outlined in Section VI.C.a. “Offline Sales.” For example, a Flat Fee may replace Royalties for a pre-determined bulk order placed through Softside, such as for a Partner's tour.
        • Flat Fees for such offline orders may be subject to a separate, mutually agreed-upon agreement.
        • To facilitate a Flat Fee payment, Partners can contact Softside at hello@softsidemerch.com to initiate a transfer to the Creator. Payment is subject to standard Stripe transfer fees.
      • Minimum retail prices are available within the Platform and generally align with industry standard pricing (i.e. approximately $30 USD T-shirts, $45 USD crewneck sweatshirts, etc). Partners may increase the retail prices of their respective merchandise items within their Artist Dashboard at their discretion. Minimum retail prices are subject to change.
  • Sales Period. Approved merchandise listings shall be available for purchase for a duration determined by the respective Partners (“Sales Period”). If a Creator would like to remove one of their approved listings, they may get in touch with the Softside team at hello@softsidemerch.com.
  • Earnings. Partners and approved Creators shall be paid out a royalty payment for each sale of their respective listing (“Earnings”), as described below.
    • Earnings shall be paid out for approved, valid sales processed while the merchandise is actively listed in the Softside website and any of its approved sales channels.
    • Net Revenue shall be defined as: Retail Price - Production Costs - Transaction/Credit Card Fees
      • Retail Price is the price customers are paying for a product, prior to the addition of any shipping fees or sales tax that are added at check-out. Retail Price shall be inclusive of any promotional discounts that may be added for specific campaigns.
      • Production Costs are the costs required to manufacture and fulfill a product. Production Costs may vary depending on the type of item, material, and size.
      • Transaction/Credit Card Fees are defined as the fees incurred to process a transaction in our Platform. Fees may slightly differ depending on the nature of the transaction, such as the payment method or location.
    • Fees are set by our payment partner, Stripe. Transaction Fee deducted to calculate Net Revenue is 2.9% + 30¢ USD. There are higher transaction fees for orders paid with “Pay Later” options (i.e. Klarna, Afterpay), which are calculated at 5.99% + 30¢ USD. Transfer Fee to partners' connected bank accounts is 0.25% + 25¢. Additional fees may be incurred for banks outside the U.S. or due to currency conversions, as determined by Stripe.
    • The Production Cost breakdown of each blank type shall be made available within the Platform. There is an added cost of approximately $5.53 for two-sided designs (front + back). There is an added cost of approximately $1.65 with each size increase beginning at 2XL due to extra material required for production. Merchandise produced in certain locations may be subject to consumption (VAT) or sales tax (US) by the producer, which will be added to the Production Cost for respective Earning payouts.
    • Approved Earnings shall be paid out in the currency you determine through your Stripe account, which is set up within our Platform. Softside is not responsible for any income/withholding taxes or transfer fees associated with Earnings.
    • You are not entitled to your Earnings if you are found to be in breach of any of these Terms. We may delay or withhold any Earnings pending the resolution of any dispute or claim and may apply those Earnings to the resolution of such claim.

V. Intellectual Property

  • Respect. All users must respect the intellectual property rights of others to be welcome in the Platform.
  • Grant of License. Subject to the Terms hereof, you hereby grant Softside a non-exclusive, limited license to your authorized intellectual property (“IP”) in connection with the creation of fan merchandise for the duration you are a user of the Softside Platform. Softside shall have the right to sub-license the IP to Platform users in order for them to create Designs in accordance with Softside's Terms of Service, Design Guidelines, and any merchandise designing parameters set by Partners, all located within the Platform's Create Merch page. The foregoing license and sub-licenses will be used by Softside to effectuate our Services with you as a Platform Partner and produce, distribute, promote and sell the authorized fan-designed merchandise worldwide.
    • Softside agrees not to use the IP for any purpose outside of the merchandise production and sales, as agreed upon herein, related promotional and advertising needs (i.e. social media posts, website content, and other digital marketing or public communications as it relates to the Platform), and internal communications (i.e. pitch decks), unless agreed otherwise.
    • Softside agrees and acknowledges that the presentation and image of our Partners within all aspects of the Platform, including all listed products, website/promotional content, and other public communications, should maintain integrity that positively reflects them.
  • IP Uploads. As an Artist Partner, you may only upload IP that you own the rights to or have full, written permission to use for commercial purposes. Softside is not responsible for due diligence of IP permissions and strongly recommends you check with any necessary parties before uploading IP within the Platform. Such IP may include images, logos, trademarks, designs, photographs, text, and other visual material. Softside users will be able to download, view, and use your authorized IP in accordance with the Terms herein and other applicable merchandise design guidelines and parameters provided by Softside within our website.
    • Unless specifically instructed otherwise within the Platform, Creators are not required to include the provided IP within their Designs and may opt to upload a Design containing only their original work, provided such Design adheres to the other Terms herein. Therefore, Creators' use of Partners' IP within their uploaded Content is considered optional.
  • IP Use. It is unlawful to produce and sell products or services bearing the intellectual property of others without proper authorization. At Softside we take this extremely seriously and will not tolerate unauthorized activities that infringe on our or others' rights.
    • Softside reserves the right to ban any accounts that are reasonably believed to be selling unauthorized products bearing Softside's, our Partners', or users' intellectual property on Softside or on other platforms, websites, marketplaces, or third party sites. We reserve the right to pursue legal action where appropriate.
    • Creators are welcome to include their Designs within their personal portfolios, websites, and social media for displaying purposes only.
  • IP Ownership. Partners are the exclusive owners of all right, title and interest in, and to, their respective IP and reserve all rights in and to their IP not expressly conveyed to Softside hereunder.
    • All rights, title, and interest in our Partners' IP shall vest exclusively to that Partner. Softside acknowledges that our Partners convey no ownership interest in the IP to Softside and that the IP is owned solely by respective Partners.
    • Softside shall not register, or attempt to register, the IP as a trademark, copyright, patent or business designation.
    • Softside shall have the right to create composite marks using the IP consistent with the Terms herein.
    • Softside is the exclusive owner of all right, title, and interest in, and to, our company's trademarks, logos, visuals, website, content and other Softside-related IP.
  • Goodwill. Softside recognizes the great value of the publicity and goodwill associated with our Partners' IP rights and acknowledges such goodwill is exclusively that of the Partners. Softside shall not by any intentional act or omission use the IP in any manner that disparages or reflects adversely on Partners or their businesses or reputations.
  • Original work. Notwithstanding the authorized IP that may be utilized by Creators to create merchandise Designs within the Platform as described in the Terms herein, all submissions must be entirely the original and unique work of the respective Creator.
    • Acceptable Content may include original graphic designs, paintings, illustrations, doodles, collages, digital art, photography, typography and other visual work.
    • Users and Partners are prohibited from uploading or selling content created by generative artificial intelligence (“gen AI”), including but not limited to AI-generated text, visuals, images, or other visual content. See full Gen AI policy here.
    • All designs, artwork, and other creative assets must be originally created by the user. Any content found to be generated or significantly modified by AI may be removed at our discretion. Violations of this policy may result in account suspension or termination.
    • Creator must be the sole owner of their uploaded Content.
    • Content cannot be copied, adapted, reproduced, or contain unauthorized material from any other source or third party. Content must not contain material that violates and/or infringes another's rights (including but not limited to intellectual property, privacy, publicity, moral, or other legal rights.)
    • Content cannot contain any images, logos, text, photographs, or trademarks referencing Partners that are not authorized by the Partners as official, licensed Assets within the Platform.
      • For example, Creators cannot submit Content with images or visual references of Partners that were obtained outside of Softside (i.e. album cover artwork, lyrics, or artist photos found on the internet) unless authorized and cleared for licensing by Partner.
      • Content may contain references or depictions of respective Partners, such as original illustrations of a Partner's face or name, but cannot contain intellectual property belonging to a third party, such as unauthorized photographs or designs.
      • Submissions containing unacceptable content will be considered invalid.
    • Once any Content is uploaded, submitted, distributed, or published within our Platform, such Content will be deemed made at the direction of the Creator within the meaning of the Digital Millennium Copyright Act and the Communications Decency Act.
  • Appropriate Content. Softside reserves the right, in its sole discretion, to remove any Content it deems to be offensive, harmful, inappropriate, derogatory, profane, indecent, obscene, hateful, tortuous, defamatory, slanderous and/or libelous; depicts and/or promotes crimes, illegal or otherwise harmful activities, cruelty to people, animals and/or Earth, any illegal drugs, prostitution, pornography, the taking up of arms and/or seeking to overthrow any person/government/organization, and/or terrorism and/or individuals, groups or organizations promoting any of the aforementioned. Content must not contain or reference material that promotes or depicts bigotry, racism, or discrimination based on race, gender, age, ethnicity, religion or spiritual alignment, nationality, disability, sexual orientation, political orientation, ancestry, and/or citizenship/residence status.
    • Content must not be in violation of or contrary to the laws or regulations in any jurisdiction where such Content is created.
    • Softside reserves the right, in its sole discretion, to remove any Content it deems to be not in keeping with Softside or Partners' images, and/or is not in compliance with the Terms herein.
  • Design Modifications. Users acknowledge that Softside and affiliated parties involved with merchandise production reserve the right to modify Designs in order for it to successfully meet production requirements or aesthetic preferences, including but not limited to: cropping or other size adjustments, color modification, brightening, branding, and other text and/or visual additions.
    • Unless specifically advised otherwise within the Platform, Creators may alter or modify approved IP to fit a desired aesthetic for their Design submission, such as color modifications, cropping, layering, and similar edits.
    • Within the parameters of Softside's design & production guidelines, the finalized arrangement of a Partner's Design is at the discretion of such Partner.
  • Partner Representations. As a Partner, you represent and warrant that:
    • You have the requisite power and authority to your IP and assets and to carry on its business as it is now being conducted; you have obtained any necessary licenses, permits, authorizations, rights and privileges necessary for the conduct of your business as it is now being conducted and to perform your obligations hereunder and thereunder and to consummate the transactions contemplated hereby;
    • you are the sole owner and controller and/or have unrestricted permission to license the IP (in the jurisdictions in which any trademarks may be registered) free and clear of all liens, encumbrances, claims, charges, assessments, rights, options and warrants of any nature whatsoever;
    • neither the execution nor the delivery of this Agreement nor the consummation of the transactions contemplated hereby will conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which you are a party or by which you or your assets are bound;
    • no consent, approval, authorization of approval of, exemption by, or filing with, any governmental or administrative authority is required to be obtained or made by it in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby;
    • there is no litigation pending or, to the best of your knowledge, threatened against you that if determined adverse to you would affect your ownership or access in or of your IP; and
    • you are unaware of any actions, conflicts or claims of infringement with respect to your IP.
  • Softside Representations. Softside represents and warrants that:
    • it is a registered Corporation, validly existing and in good standing under the laws of the State of New York and has all requisite corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted; and is in good standing, in each jurisdiction where it or the nature of its activities makes such qualification or licensing necessary; it has obtained all regulatory and other licenses, permits, authorizations, franchises, rights and privileges necessary for the conduct of its business as it is now being conducted;
    • it has the requisite corporate power and authority and has taken all corporate action necessary to own and operate its business, to enter into this Agreement and the agreements provided for in connection herewith, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby; the execution, delivery and performance by it of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by its members or managers in accordance with its organizational documents and are in compliance with the law in the State of New York;
    • it shall comply with all applicable international, national, federal state and local laws, rules and regulations in performing its services hereunder, including in the manufacture, distribution and sale of the merchandise;
    • it will not attack the titles of Partners in and to their IP; and
    • it will manufacture (or cause to be manufactured) and sell merchandise in an ethical manner and in accordance with all applicable government regulations and industry standards, and it will procure and maintain in force any permissions, certifications and other authorizations from governmental and/or other official authorities that may be required in connection with the manufacture and sale of merchandise.

VI. Design Ownership & Use

  • Partner Ownership. Partners shall own all right, title and interest in approved Designs, inclusive of subsequent edits made to the Design.
    • Creators submitting Designs to Partners through the Merchandise Template option as described in our Terms herein understand and agree that they are transferring ownership of their Design (inclusive of any edits) to the respective Partner if such Design is approved, with the agreement that sales bearing the Designs shall stay in the Softside platform unless collectively agreed otherwise by Partner, Creator, and Softside. Ownership will be transferred through an IP Transfer document sent by Softside to the Creator for signature, a necessary step before the design can proceed to production.
    • Creators submitting Content to Partners through the Portfolio option, as described in our Terms herein, understand and agree that, if approved, the ownership of any new Design they create (inclusive of any edits) shall be transferred to the respective Partner, with the agreement that sales bearing the Designs shall stay in the Softside platform unless collectively agreed otherwise by Partner, Creator, and Softside. Ownership will be transferred through an IP Transfer document sent by Softside to the Creator for signature, a necessary step before the design can proceed to production.
  • Creator Ownership. Creators shall retain ownership of any Content that is not approved or utilized for merchandise designs. Creators retain ownership of the Content uploaded within their respective Portfolio profile pages, such as examples of past artwork they have created and 100% own the rights to.
  • Design Production Exclusivity. Any current and future production of any physical or digital products bearing Designs from Softside must be produced through Softside, unless agreed otherwise in writing.
    • Offline Sales. All sales must remain exclusively within Softside's Platform. If Partner and/or Softside desires to sell, re-sell, re-use, or re-purpose Designs outside the scope of these Terms (“Offline Sales”) - including but not limited to: print merchandise to sell offline such as on tour, sell in a third-party location whether digitally or physically, produce or sell with a different merchandise company, or transform into a different product - then such party must first acquire written approval from the other under mutually agreed compensation terms. The respective Creator(s) whose Design(s) are relevant to such Offline Sales shall be made aware of the offline sales in advance and compensated according to mutually agreed terms. Offline Sales may be subject to new or updated terms within a separate contract agreement.
    • Partners may get in contact with Softside to request and initiate an Offline Sale partnership.

VII. Content Flagging & Removal

  • Infringement. Softside reserves the right to remove any Content and/or deactivate any account that it believes is in violation of its Terms of Service and applicable merch design guidelines as provided within our website. Examples of violation may include but are not limited to: a design, text, logo, photo, name, likeness, copyright, trademark or similar content that infringes on a third party's rights and/or is considered indecent, profane, obscene, inflammatory, or illegal.
  • Enforcement. Softside has the right to investigate violations and pursue legal action at the fullest extent of the law in cooperation with law enforcement and governing authorities, as necessary. Softside shall take all reasonable steps to ensure our Services are in compliance with applicable laws and reserves the right to temporarily or permanently remove access to any profiles, services, merchandise listings, and content without any prior notice.
  • Misuse of Content & Similar Works. All Content submitted by Creators to Partners is provided solely for the purpose of evaluating potential merchandise collaborations through Softside's Services. Partners are prohibited from using, reproducing, distributing, or otherwise exploiting such Content outside of Softside without the Creator's prior written consent. At the sole assessment and discretion of Softside, any Partners who are found to abuse these Terms may be limited or otherwise banned from accessing our Services.
    • Creator may contact Softside if they reasonably believe there to be a copyright violation or infringement of their Content within our Platform, as detailed in our “Content Flagging” term herein.
  • Content Flagging. In accordance with the required procedures set forth by the Digital Millennium Copyright Act (“DMCA”), Platform users, visitors, and Partners may flag Content believed to be in violation of Softside's Terms of Service, including reporting of IP infringement, by contacting Softside. Detailed flagging instructions are made available within the Platform for all users and visitors within our IP Flagging & Takedown Process page.
    • Softside will make best efforts to move swiftly to review and remove any flagged content. Users will be notified if their respective Content has been removed. Additional information may be requested before action is taken.
    • Softside may reject a violation flagging if it concludes such flagging is incomplete, false, fraudulent, or otherwise submitted in bad faith.
    • Softside reserves the right to take legal action as necessary and/or permanently ban any account that is a violator/repeat violator of its Terms of Service and/or abuser/repeat abuser of false flagging.
    • Softside permits users to submit a written withdrawal of any Content flagging. Instructions on how to withdraw such flagging are available within our IP Flagging & Takedown Process page.
    • In accordance with the DMCA, Softside accepts counter notices for copyright infringement reports (U.S. only). Instructions on how to submit a counter notice in accordance to DMCA's requirements are available within our IP Flagging & Takedown Process page. When Softside receives a DMCA counter notice, it shall provide a copy of the counter notice to the reporting party and the removed Content may be replaced or restored ten (10) business days after the counter notice is processed, unless the copyright owner files an action seeking a court order restraining the allegedly infringing party from relisting the items or a qualifying action with the Copyright Claims Board (CCB), and informs Softside of this action.

VIII. Production & Purchases

  • Print-on-demand. All products available for purchase are currently produced through a print-on-demand partner, meaning products are only produced once we receive an order.
  • Items. Merchandise items available within our Platform may include, but are not limited to: T-shirts, Crewnecks, Hoodies, and other apparel, products, or accessories.
    • Partners determine and control which products and colors are available to Creators (within the availability of our producers).
    • Merchandise is generally available in sizes S - 3XL, unless noted by Softside otherwise. Some merchandise products are available up to size 5XL.
  • Returns. Due to our print-on-demand production method in which items are only created and fulfilled with each order made, Softside does not hold or throw out excess inventory. This production method reduces the amount of fabric waste that is typically seen with conventional manufacturing. However, it also means that we do not have extra items available to make exchanges. Therefore, our company policy is that, with the exception of specific circumstances where applicable, as stated in our Returns & Cancellation Policy, orders are considered final sale. Please visit our Returns & Cancellation page for full policy details and exceptions.
  • Printing. Our production partners (“producers”) use a direct-to-garment (“DTG”) printing technique for almost all products. With DTG, ink is sprayed onto the apparel, which helps it soak better into the fabric and makes the print less prone to fading.
  • Payments. Customers will need to input identifying information in order to complete a transaction within our Platform, including credit/debit card information or linked payment method, billing information, and shipping address. Customers represent and warrant that they have the legal right to use the credit/debit card or other payment method used for any transaction within our Platform. Customers agree to allow Softside to provide their information to any authorized third party processing and handling transactions & orders on our behalf.
  • Orders. Purchasing an item from Softside is subject to the item's availability. We reserve the right to adjust, discontinue, or remove listings at any time, including quantity limits, location-based availability, and sales period duration. We reserve the right to reject or cancel all or part of an order for any reason. We may require additional information from a customer to complete an order.
  • Shipping & Fulfillment Times. Our production process begins as soon as orders are received. The creation and fulfillment period is approximately two (2) to five (5) business days, and the shipping period is approximately three (3) to seven (7) business days worldwide after fulfillment. These timelines are estimates and may vary per location and item type. Additional slowdowns may occur due to the volume of the order, specific holiday seasons, and/or unexpected production delays. However, it's our goal to send customers their products as quickly and smoothly as possible.
  • Shipping Fees. Softside integrates live shipping rates, which calculates the rate depending on the order's destination location, weight, and size of shipment. Shipping costs will be displayed at check-out and are the responsibility of the customer. Shipping costs are subject to change.
  • Customer Service. Softside shall handle customers' inquiries or questions through email communications (hello@softsidemerch.com).
  • Tax. Applicable sales, use, value added, goods and services, or similar taxes (collectively, “tax” or “taxes”) may be added to merchandise and displayed at check-out where necessary and are the responsibility of the customer. Softside to handle remitting such taxes to appropriate governing tax authorities.
    • We are not responsible for any additional custom fees that may be charged to international customers upon import of order.
  • Import Duties. Some shipments outside of the U.S. may incur additional processing or customs charges upon arrival. The fee varies depending on the order value, country limits, and other factors based on the item itself. These charges are out of our control and the responsibility of the customer. Customers with questions regarding potential import duties are encouraged to check with their local customs office.
  • Shipping Limitations. Our products are shipped worldwide with the exception of certain countries due to legal restrictions and/or shipping limitations. At this time, Softside cannot ship to: North Korea, Russia, Belarus, the Gaza Strip region in Palestine, Ecuador, Cuba, Iran, Syria, and Crimea, Luhansk and Donetsk regions in Ukraine. Furthermore, our producer's shipping carriers may not be able to offer shipping to certain locations based on natural disasters and other service disruptions. The above list may change periodically.
  • Quality Controls. Softside agrees to maintain high quality compliance standards. Merchandise must conform with all applicable federal, state, and local laws and regulations. In the event that the merchandise fails to conform with any applicable federal, state, and local law or regulation, then, in addition to such other remedies that Softside may have, Partner may require Softside to immediately withdraw merchandise from the market.
  • Listing Accuracy. Product depictions within the Platform are often digital renderings for illustrative purposes - actual product details may vary. We aim for the descriptions, images, and information within the listing of our products to be as close to accurate as possible to ensure customers are aware of the product's material, size, weight, and appearance. However, we cannot guarantee 100% accuracy all of the time and shall promptly assess and rectify any misconceptions, errors, typos, or misrepresentations that we find or that are brought to our attention.
  • Eco Standards. Incorporating sustainable practices within Softside's production and shipping processes is important to us. As Softside continues to grow, we are eager to evolve and figure out new & improved ways to run our business in an eco-minded framework. At this time, Softside operates with the following standards:
    • All products are created and fulfilled on-demand to eliminate inventory waste.
    • Our producers utilize Kornit printers for production, which use less energy and produce almost zero wastewater with water-based vegan inks that are formulated, tested, and produced in Kornit's own ink factories.
    • Bags are made of post-consumer recycled (PCR) plastics for orders shipped from most fulfillment facilities.
    • Our producers are located in numerous locations around the world. As a result, we aim to have our products fulfilled in a region close to where it's being delivered (unless there is an inventory limitation, in which case the order will be fulfilled from a different center outside of the customer's region). This helps cut down on shipping times, which helps reduce the amount of CO₂ emissions produced when transporting orders, as well as minimizes shipping prices for our customers.
    • Some of our merchandise products may be produced from our collection of eco-friendly materials, which means that the product is created with at least 70% organic or recycled/blended materials. To verify the contents of material, our producers collect valid certificates from suppliers. As proof of organic composition, our producers only accept GOTS or OCS certificates. For recycled composition, our producers accept either GRS or RCS certificates. Material contents will be included in product descriptions.
    • Our producers are partnered with ethical trade organization Sedex to allow monitoring of supplier compliance and transparency.

IX. Dispute Resolution

  • Good Faith Negotiation. At Softside we consider ourselves to be reasonable humans whose goal is to make sure all parties are happy on our Platform. Any dispute, claim or controversy that may arise in connection with these Terms, our Services, or any of its Content, data, or products, will be first negotiated in good faith between you and us (“Good Faith Negotiation”).
    • To initiate the dispute process, you must send Softside an individual written notice (“Dispute Notification”) to legal@softsidemerch.com with your full name, phone number, account username & email address, and detailed description of your dispute. Please include any links, images, or other visual information that may support or contextualize your dispute.
    • Similarly, if we have a dispute with you, we will send a Dispute Notification to the email address associated with your account with the same information.
    • Once a completed Dispute Notification has been received, the recipient has sixty (60) days to look into the claims by the disputing party.
    • Either party may request a resolution meeting via video conference or phone call and is allowed to bring legal counsel to support the resolution. Both parties must be prompt with coordinating availabilities and not unreasonably delay or withhold from scheduling the meeting.
    • An arbitration cannot be filed until the Good Faith Negotiation period has ended, which shall be defined as after sixty (60) days after the Dispute Notification has been received or after the requested resolution meeting has completed, whichever occurs last.
  • Arbitration. If we are unable to resolve the issue through a Good Faith Negotiation, you and Softside (and any of its affiliated parties) shall agree to submit an arbitration on an individual basis. These arbitration terms are effective November 6, 2024.
    • Your claim may only be on behalf of yourself, not a class arbitration or action.
    • You may serve Softside an arbitration demand by mail to: Softside Merch Inc., 275 South 1st Street - Suite 4R, Brooklyn, NY 11211. Our arbitration demands to you shall be sent to the email address associated with your account.
    • Arbitration in the United States will be handled by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules. Arbitration outside of the United States will be handled by the International Centre for Dispute Resolution within its International Expedited Procedures. If the two aforementioned associations cannot or will not administer the arbitration, you and Softside will select another arbitrator (or a court will select another arbitrator if you and Softside cannot agree on one). Arbitration may be handled via videoconference, telephone, or document submission to the fullest extent allowed by the arbitrator if in-person arbitration in New York is not possible. The arbitration will be conducted in the English language. Neither party, not any of its affiliated parties or representatives, may disclose the existence, terms, rules, or results of the arbitration without the prior written consent of all parties, except where required by law.
    • We both acknowledge that our agreement to arbitrate is governed by the Federal Arbitration Act (“FAA”).
    • Payment of any fees associated with arbitration shall be governed by the arbitrator's rules.
    • Softside will notify users of any material changes to these arbitration terms at least thirty (30) days before they go in effect. You must email us at legal@softsidemerch.com within thirty (30) days of receiving such notification if you do not accept these changes. Notifications received after the thirty (30) days will not be accepted and you will be bound to the new arbitration terms.
  • Waived Rights. By using arbitration to resolve disputes, we both waive the right to a trial by judge or jury, except if the claim falls within the Small Claims Court description below. You waive the right to bring a class action or claim. All claims must be filed within one (1) year after such claim occurred.
  • Small Claims Court. We each may seek a claim in our local small claims court instead of arbitration if the terms of the issue are applicable to and remain in a small claims court.
  • Injunctive Relief. We each may seek injunctive relief to order a stop to an infringement or violation of a party's copyrights, trademarks, intellectual property, patents, privacy, publicity or other rights. All other disputes must be arbitrated.
  • Opt Out. You may opt out of this arbitration agreement within the first thirty (30) days after you accept our Terms or within thirty (30) days after the effective date of any revision to these arbitration terms. To opt out, you may send us an email at legal@softsidemerch.com or written notice mailed to Softside Merch Inc., 275 South 1st Street - Suite 4R, Brooklyn, NY 11211, including your full name, username & email address associated with your account, and a written request to opt out of arbitration. If you opt out, neither you nor Softside will be required to arbitrate but all other Terms will otherwise apply.

X. Miscellaneous

  • Applicable Law. Except as prohibited by law, these Terms, and all disputes between us, shall be governed by and interpreted and enforced in accordance with the laws of the State of New York. The parties irrevocably consent to the jurisdiction of the federal and state courts located within the State of New York, with venue in any action or proceeding to lie in the State, City and County of New York. We do not represent or warrant that our Services are appropriate, available or legal for use in other jurisdictions. We may limit the availability of our Platform or any of its Services, Products, or Content to any person or jurisdiction at any time. Users who access and use our Services outside of the United States do so at their own risk and are responsible for ensuring they comply with all applicable laws, rules, and regulations.
  • Language & Accessibility. Our Services are provided in the English language. If a user requires additional support to access or use our services, we kindly request they reach out to us at hello@softsidemerch.com and we will see if we can accommodate accordingly.
  • Changes to Terms. In our sole discretion, we reserve the right to adjust or discontinue the Platform's Services at any time. We may amend our Terms of Service and other policies from time to time and, if the changes are material, will alert registered users of such changes via an email notification and/or internal display within our website. If you do not agree with the changes, you may delete your account. Otherwise, your continued use of our Services after the effective date of any changes constitutes acceptance of any modified Terms.
  • Other Terms. You consent and agree to the additional terms and policies that are applicable to access our Services, including our Privacy Policy and Returns & Cancellation Policy.
  • Assignment. You may not assign or transfer these Terms without our prior written consent. Softside may not assign or transfer these Terms without the prior written consent of relevant Partners, except in connection with the sale of the business of Softside and/or any merger or consolidation involving Softside. All of the terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the respective parties hereto and the successors and permitted assigns of such party.
  • Access Interruptions. We do not guarantee that our Platform, Services, or any content within it will be free from any errors, bugs, viruses, omissions, interruptions, or technical issues. At any time, in our sole discretion, we may suspend, change, shut down, remove, or change any part of our website. We will not be liable to you for any interruptions to our Services for any reason or for any given period. We shall aim to communicate with our users via appropriate communication channels at our discretion, such as email, SMS, or social media, regarding any major access changes or interruptions.
  • Interpretations. If there are any contradictions or conflicts to these Terms in any promotional or advertising materials (including but not limited to digital marketing, e-mail communications, social media posts, and/or other promotional media & communications), the details of these Terms as set forth herein shall remain in force, unless such communications are specifically by Softside and are clearly announcing a change to these Terms.
  • Invalid Provisions. If any provision of these Terms are found to be void or unenforceable by a court of competent jurisdiction, the remaining provisions of these Terms shall nevertheless be binding upon the parties with the same force and effect as though the void or unenforceable part had been severed and deleted.
  • Failure to Act. Any failure by Softside to enforce any provision hereunder shall in no way constitute a waiver or affect our right to enforce the same or any other provision of these Terms. The waiver of any such right or provision shall be effective only if written and signed by an authorized representative of Softside. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
  • Right of Publicity. Partners hereby acknowledge and agree that Softside shall have the right to use Partner's name and likeness in any publicity materials prepared by it and in presentations to current or prospective clients, investors and others.
  • Indemnification by Softside. Softside will indemnify, defend and hold Partners and their respective directors, officers, shareholders, partners, members, agents and employees harmless from and against any and all liabilities, claims, obligations, suits, judgments, amounts paid in settlement, costs and expenses (including, without limitation, reasonable attorneys' fees, costs and expenses) which Partner may incur or which may be asserted against Partner that arise out of Softside's gross negligence and/or claims.
  • Indemnification by Partners. Partners will indemnify, defend and hold Softside and its directors, officers, shareholders, partners, members, agents and employees (“Released Parties”) harmless from and against any and all liabilities, claims, obligations, suits, judgments, amounts paid in settlement, costs and expenses (including, without limitation, reasonable attorneys' fees, costs and expenses) which Softside may incur or which may be asserted against Softside arising out of Partner's gross negligence and/or claims. You may not settle any claim in any manner that binds us without our prior written consent. You agree to waive any rights to bring any claim or action against any of the Released Parties for any ambiguity with respect to these Terms.
  • Indemnification by Users. Users creating accounts with Softside shall agree to Softside's Terms of Service that specify that they will indemnify, defend and hold Softside, its platform Partners, directors, officers, shareholders, members, agents and employees harmless from and against any and all liabilities, claims, obligations, suits, judgments, amounts paid in settlement, costs and expenses (including, without limitation, reasonable attorneys' fees, costs and expenses) which Softside and/or Partners may incur arising out of users' gross negligence and/or claims. Users agree that they will first attempt to settle any disputes through good faith negotiation with Softside, as defined in Softside's Terms of Service. Issues that are unable to be resolved through good faith negotiation shall move forward to arbitration on an individual basis. By using an arbitration process to resolve disputes, users agree to waiving their right to bring a class action or claim.
  • Liability. You acknowledge and agree that, to the extent permitted by law, our liability is limited and the risk associated with your access and use of our Services remains with you. To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our Platform, the Released Parties, or any content on it, whether express or implied.
    • By using our Services, you agree that Released Parties are not responsible for any incorrect or inaccurate information, whether caused by users, tampering, hacking or by any of the web development or programming supporting our Services.
    • The Released Parties are not responsible for any injuries, harm, or damages, whether personal or property, to you or to your electronic device(s) related to or resulting from using our Services. Released Parties are not responsible for any Content or data that may be erroneously deleted, lost, or corrupt or any lost profits.
    • You agree to not make any claims or related causes of action against Released Parties due to any human or network errors, technological or system problems, failures, viruses, bugs, or interruptions of any kind in relation to our Services, delays, cancelation, or postponement of our Services or other reasons that cause our Services to not be able to run or access as planned, any negligent or unauthorized act or omission on the part of any of the Released Parties, and/or any change in operations or systems relating to our Services due to reasons beyond our control including but not limited to: any acts of God, regulations/orders made by any governmental entity, equipment failure, war, fire, flood, tornado, earthquake, hurricane or other severe or disruptive weather, embargo, labor strikes, transportation strikes/disruptions that affect movement of merchandise/materials, threatened or actual terrorist acts, insurrection, civil or military disturbances, production issues including material shortage, or other activities/actions out of the control of the Released Parties.
  • Non-Disclosure. Both Softside and Partners hereby agree to at all times keep confidential any and all Proprietary Information and will not, without the express prior written consent of the other, disclose directly or indirectly any Proprietary Information to any other person or use directly or indirectly any such Proprietary Information, to the benefit themselves or any third party. For the purposes of this Agreement, “Proprietary Information” includes all trade secrets, know-how, technical, operating, financial, and other business information related to the releasing party, products, or the customers or suppliers of Licensee, whether or not reduced to writing or other medium and whether or not marked or labeled confidential, proprietary or the like, specifically including, but not limited to, new product ideas, marketing strategies, internal supply chain information, or disputes. Proprietary Information will not include information which (i) is or becomes generally available to the public or (ii) becomes available on a non-confidential basis from a source that is not under an obligation of confidentiality with respect to such information. To the extent practicable, in case any Proprietary Information is legally required to be disclosed, the receiving party must first notify the disclosing party and afford the disclosing party a reasonable opportunity to seek any protective order or other appropriate measures against such disclosure, cooperate with disclosing party in such measures, and disclose only such portion of the Proprietary Information that receiving party is legally compelled to disclose.
  • No Interference. Partners shall refrain from interfering with the business or affairs of Softside's customers, users, clients, Partners, manufacturers, or suppliers (or the owners, employees, or agents of any of them).
  • No Disparagement. Each party covenants and agrees that they will not make (directly or indirectly) any adverse or disparaging oral, written, or electronic statements (including via the Internet) regarding any party or any of their former or current participant, affiliates, agents, employees, or customers to any other person. Each party will use all reasonable efforts to cause their agents, associates, employees and attorneys to comply with the provisions of this Section.
  • Cooperation. Softside and Partners shall cooperate with each other whereby each party may enjoy to the fullest extent the rights herein conveyed. Such cooperation shall include each party's prompt execution of all papers, services, or responses prepared at the expense of the requesting party that the requesting party reasonably deems necessary or desirable to perfect in it any of the rights herein conveyed.
  • Binding Effect; Benefits. Each party hereto warrants and represents that: (i) by entering into this Agreement and agreeing to be bound by the Terms set forth herein, such party represents and warrants that it has obtained independent legal counsel to review this Agreement; (ii) the rule of construction to the effect that any ambiguities are resolved against the drafting party shall not be employed in the interpretation hereof; and (iii) the Terms and provisions hereof shall be construed fairly as to both parties hereto and not in favor of or against any party, regardless of which party was generally responsible for the preparation hereof.
  • Counterparts. This Agreement may be executed in counterparts for specific circumstances, all of which together shall constitute one original document. Electronic signatures to, and facsimile or .pdf copies of this Agreement, fully executed, shall be deemed originals for all purposes.
  • California Users. Under California Civil Code Section 1789.3, California users of online services are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.
  • New Jersey Users. Our terms regarding indemnification and liability limitations do not apply to residents of New Jersey.
  • Survival. Our Terms will remain in effect even after your access to our Services is deactivated or terminated or your use of the Service ends.
  • Contact. Please visit our Contact page to get in touch with us for general inquiries. For questions or issues relating to our Terms of Service, please contact us by email at legal@softsidemerch.com or by mail at 275 South 1st Street, Brooklyn, NY 11211.
  • Last Updated. These Terms were last updated March 12, 2025.
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