Introduction

Spirit celebrates individuality and the spirit of every human. It is a business with principles.

We want consumers only to buy things that they love, that are treasured and kept. Paradoxically for a business, we want people to consume less, not more.

Our business model means that we don’t over-produce; we only make what we have already sold. Over-production means waste, the scourge of the environment. Conventional businesses over-produce because they don’t know what will sell - a typical retailer won’t be able to sell 30% of what it buys and another 30% can only be sold when marked down. The deeper the mark down, the quicker to landfill. Our model means much, much less waste.

We are doing what we can on materials. We use recycled and recyclable products wherever possible. In the future, when cultured collagen is available, we will be able to do more.

We respect the rights of individuals and the intellectual property rights of others, including copyright and trademarks. So must you. You must only upload content you have created yourself or have permission to use. Respecting other people’s intellectual property is an essential principle of Spirit’s community.

Spirit will treat its customers, partners, and suppliers fairly.

It is important you read the agreement below. Using this website means you accept this agreement. If you do not agree with its terms, do not use this website.

• Legal Agreement
• Eligibility
• Amendment to this agreement
• Our service
• Members
• Passwords
• Putting content on Spirit
• Offering your art for sale on physical products
• Purchasing a Product on Spirit
• Paying you after your product is sold
• Delivery
• Damaged Goods
• Reporting inappropriate content to Spirit
• Specific warnings
• Intellectual property rights and license
• Reviews
• Linked websites
• Disclaimer
• Indemnity
• Privacy policy
• Security of information
• Termination of access
• Dispute Resolution
• General

Legal Agreement

All visitors (“user”, “you”, “your”) to the Spirit website at www.spirit-footwear.com (“the website”) are entering a binding legal agreement on the following terms (the “agreement”) when using the website. The agreement is between the user and Spirit Footwear Ltd (“Spirit”, “we”), which is registered in England & Wales with company number 13659825. Use of this website indicates continued acceptance of this agreement.

Eligibility

Our services are available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. Our services are not available to persons under 16 years of age.

Amendment to this agreement

We may amend the terms of this agreement from time to time, and we will let you know about these changes either by sending you an email to the email address you have registered with Spirit or by displaying information about the changes on our home page, or both. Either way, your continuing use of the website will be taken to be acceptance of the new terms.

Our service

Spirit provides a range of services (the “Spirit service”) which, amongst other things, enable users to view and create designs for printing on shoes, and to buy their chosen products, and for members to design, publish, and sell designs for shoes, interact with other members, and receive the benefits of Spirit's facilitation of product fulfilment, including payment processing, customer services, and in-house or third party product and printing.

The digital content on the website (“your content”) may be information, text, data, graphics, images, photographs, or any other material posted online by users. Any content that you upload is described as your “art” or “design”.

You give Spirit permission to display any design that you purchase, whether designed in whole, in part, or not at all by you, on Spirit’s social media accounts.

You may order a physical product based on your own art or, with the agreement of Spirit. you may become a member and offer your art for sale as part of the sale of a physical product. Your art may be viewed by all users of the website once you elect to publish it. If you or a customer decide to place an order, then Spirit, or an authorised third party, will manufacture and ship the physical product in the form specified by the customer (“the product”).

Members

You can become a registered member (“member”) of the website by setting up a password protected account. You will be required to select a username and password when registering to become a member. You must become a member before publishing any designs for sale, or writing any comments in forums or reviews. In its sole discretion, Spirit may refuse any user name that it decides is inappropriate and/or refuse any person from becoming a member.

Any information you choose to publish in the public section of your profile may be viewed, distributed or linked to within the website or in the course of delivering the Spirit service. We care about your privacy and you can read our Privacy Policy if you would like to know how we handle your personal information.

Passwords

You are responsible for actions made on the website using your password, including any products purchased or sold and any content displayed, or messages sent, even if these actions were not approved or contemplated by you. You are solely responsible for any loss caused by any use of your password by you, or any other person.

You agree that you will not disclose your password to any other person and you will not keep your password where it can be copied or used by anyone other than you. If you suspect someone else knows your password, you must change it immediately.

Putting content on the Spirit site

You keep the copyright in any content you submit or upload to the website. In order to receive the Spirit services you grant Spirit an exclusive royalty free license to use and archive the content in accordance with, or as reasonably contemplated, by this agreement.

When you submit or upload content on the website you represent and warrant that:

• you own all copyright in the content, or if you are not the owner, that you have permission to use the content, and that you have all of the rights required to display, reproduce and sell the content;
• the content you upload will not infringe the intellectual property rights or other rights of any person or entity, including copyright, moral rights, trade mark, patent or rights of privacy or publicity;
• your use of the website will comply with all applicable law, rules and regulations;
• the content does not contain material that defames or vilifies any person, people, races, religion or religious group and is not obscene, pornographic, indecent, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory or otherwise objectionable;
• the content does not include malicious code, including but not limited to viruses, trojan horses, worms, time bombs, cancelbots, or any other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data, or personal information; and
• the content is not misleading and deceptive and does not offer or disseminate fraudulent goods, services, schemes, or promotions.

Spirit reserves the right to review and if in its sole discretion deemed necessary, remove any content from the website and/or cancel your account, because that content breaches your agreement with us and / or any applicable laws, or otherwise. You agree to indemnify Spirit in respect of any direct or indirect damage caused due to your breach of one or more of these warranties.

Offering your art for sale on a physical product

Members may apply to Spirit for their art or designs to be offered for sale as a physical product by appointing Spirit to facilitate the transaction.

Spirit, at its sole discretion, will accept or decline the application based on its view of the quality of the artwork, how strongly it will sell, and the strength of the applicant’s social media following.

Applications should be made to admin@spirit-footwear.com.

Purchasing a Product on Spirit

Users can purchase products on the Spirit website using a valid debit card, credit card or other popular payment systems.

You do not have to be a member to purchase a product.

The price you pay is fixed at the time of ordering.

You may not cancel an order once it has been submitted.

Import duties and taxes are set by the Customs authority of the destination country. Our prices include these items as advised by our supplier of this information.

We do not warrant, endorse, make representations about, or recommend any content or art offered or provided by any member or artist.

Paying you after your product is sold

Payment terms are explained in the Services Agreement.

Delivery

Delivery will be facilitated pursuant to the customer's instructions by postal or courier service. The shipping options offered by Spirit will be displayed at the check-out and charged to the customer at the time of purchase.

It is the customer’s responsibility to ensure the product delivery address is correct. Spirit takes no responsibility for any product a customer does not receive because of errors in the delivery address given to us.

Damaged Goods

If a product is delivered to a customer that is physically damaged in some way Spirit will issue a replacement copy of the product after receiving reasonable proof of that damage.

If you receive a damaged product, then you must email Spirit customer service within 14 days of receipt to tell us about the nature of the damage and to arrange for a new product to be sent to you at no cost to you. We may require you to return the product as a condition to arranging for a new product or other remedy. You will bear the direct cost of returning the product. In addition to the damaged goods policy described above, Spirit may at its discretion offer other remedies for customers who wish to return products. Any such remedies will be published in the Help Centre section of the Spirit website.

Spirit inspects its footwear before it leaves the factory. It inspects each pair again after printing and records this on video. We do everything we can to ensure that no customer ever receives damaged goods.

Please be aware that publishing to the website is creator-controlled and we do not screen all of the content on our website. It is the customer’s responsibility to verify the quality of the content (including but not limited to misspelled words, grammatical errors, formatting, design or overall appearance) before ordering a product. Users should check the design they have selected on both the right and left shoes. This damaged goods policy does not apply to content, only to the physical product.

Reporting inappropriate content to Spirit

Spirit does not manually screen content before it is displayed on the website so occasionally members may inadvertently or deliberately submit and display content that breaches this agreement.

Inappropriate content includes, but is not limited to, content that infringes the copyright or other intellectual property rights of any person or company, or that defames or vilifies any person, people, races, religion or religious group, is obscene, pornographic, indecent, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory or otherwise objectionable. Spirit reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content.

Please help us by letting us know straight away about any inappropriate, or potentially inappropriate, content you see on the website. You can do this by clicking the "Inappropriate Content" link that will be displayed beside each piece of art. If you believe your copyright or other intellectual property rights are being infringed, you are able to make a formal complaint by using the processes described in our policy here

Specific warnings

You must ensure that your access to this website and the Spirit service is not illegal or prohibited by laws that apply to you.

You must take your own precautions to ensure that the process that you employ for accessing this website and the Spirit service does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage own computer system. We do not accept responsibility for any interference or damage to any computer system that arises in connection with your use of this website or any linked website.

We do not accept liability for any losses arising directly or indirectly from a failure to provide the Spirit service, corruption to or loss of data, errors or interruptions, any suspension or discontinuance of the Spirit service, or any transmissions by others in contravention of the registered members’ obligations as set out in this agreement.

You acknowledge that we may not be able to confirm the identity of other registered members or prevent them acting under false pretences or in a manner that infringes the rights of any person.

Intellectual Property Rights and license

By submitting listings to Spirit, you grant Spirit an exclusive, worldwide, royalty-free, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of and display the content of such listings in connection with Spirit's (and its successors' and affiliates') services and business in facilitating the sale of your product, including without limitation for promoting and redistributing part or all of the Spirit site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Spirit site a non-exclusive license to access your content through the site, and to use, reproduce, distribute, and display such content as permitted through the functionality of the site and under this User Agreement. The above licenses terminate within a commercially reasonable time after you remove or delete your listings from the Spirit site. The above licenses granted by you in user comments you submit, are perpetual and irrevocable.

All intellectual property rights in this website and the Spirit service (including the software and systems underlying the Spirit service, and text, graphics, logos, icons, sound recordings and software) are owned by or licensed to us. Other than for the purposes of, and subject to the conditions prescribed under relevant Copyright and Trade Mark legislation throughout the world, and except as expressly authorised by this agreement, you may not in any form or by any means:

• use, adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from any part of this website; or
• commercialise any information, products or services obtained from any part of this website

without our written permission.

If you use any of our trade marks in reference to our activities, products or services, you must include a statement attributing that trade mark to us. You must not use any of our trade marks in or as the whole or part of your own trade marks; in connection with activities, products or services which are not ours; in a manner which may be confusing, misleading or deceptive; or in a manner that disparages us or our information, products or services (including this website).

Reviews

This website incorporates a user review tool that enables you to review the services provided by Spirit, or review your art or your products offered for sale. This review tool is the intellectual property of a company called ‘Yotpo’ (not Spirit). If you use the Yotpo Review Tool then you agree to be bound by the Yotpo terms of service applying to ‘End Users’ located at www.yotpo.com/terms-of-service

Without limiting the Yotpo terms of service referred to above, you agree the following in relation to use of the Yotpo Review Tool:

• you may only use the Review Tool for your own personal use (i.e. non-commercial use);
• you acknowledge that the Review Tool is Yotpo’s intellectual property – not yours;
• in respect of any reviews or other content you contribute through your use of the Review Tool, you grant Yotpo and Spirit the perpetual right to use that content;
• if the concept of ‘moral rights’ (or analogous rights) in relation to content applies in your country, then you agree to waive those rights, to the extent permitted by local laws;
• you provide your explicit consent to receive post-sale emails sent by Spirit (via Yotpo), containing reminders to submit service reviews to the Review Tool and containing recommendations and links to third party goods and/or services, as required by applicable law; and
• you consent to the use by Yotpo of your personal information for the purposes of provision of the services, sending applicable emails and recommendations, operation and improvement of this website, use of targeted behavioural advertisements and analysis and transfer to third parties for all of these purposes. This consent is in addition to the consents provided to Spirit under the Spirit Privacy Policy at www.spirit-footwear.com/privacy-policy.

Linked websites

This website may contain links to other websites (“linked websites”). Those links are provided for convenience only and may not remain current or be maintained.

We are not responsible for the content or privacy practices associated with linked websites.

Our links with linked websites should not be construed as an endorsement, approval, or recommendation by us of the owners or operators of those linked websites, or of any information, graphics, materials, products or services referred to or contained on those linked websites, unless and to the extent stipulated to the contrary.

Disclaimer

We do not represent or guarantee that the Spirit service or this website, or any other website that is accessible using a hyperlink from this website will be free from errors or viruses. We do not represent or guarantee that access to the Spirit service or these websites will be uninterrupted.

You acknowledge that the Spirit service or this website may be affected by outages, faults, or delays. Such outages, faults or delays may be caused by factors, including technical difficulties with the performance or operation of our or another person’s software, equipment or systems, traffic or technical difficulties with the Internet or infrastructure failures.

We do not warrant that any members’ uploads to this website will be protected against loss, or misuse or alteration by third parties. We do not warrant that all uploaded content will be available on our website. If we elect in our sole discretion to make available content on our website, we do not warrant that it will be available within a certain time frame.

We do not accept responsibility for any loss or damage, however caused (including through negligence), that you may directly or indirectly suffer in connection with your use of this website or any linked website, nor do we accept any responsibility for any such loss arising out of your use of or reliance on information contained on or accessed through this website.

To the extent permitted by law, any condition or warranty that would otherwise be implied into these terms and conditions is hereby excluded. Where legislation implies any condition or warranty, and that legislation prohibits us from excluding or modifying the application of, or our liability under, any such condition or warranty, that condition or warranty will be deemed included but our liability will be limited for a breach of that condition or warranty to one or more of the following, which we may offer as a gesture of goodwill:

• 1. if the breach relates to goods:
• the replacement of the goods or the supply of equivalent goods;
• the repair of such goods;
• the payment of the cost of replacing the goods or of acquiring equivalent goods; or
• the payment of the cost of having the goods repaired; and
• 2. if the breach relates to services:
• the supplying of the services again; or
• the payment of the cost of having the services supplied again

This disclaimer set out in these terms and conditions does not attempt or purport to exclude liability arising under statute if, and to the extent, such liability cannot be lawfully excluded.

Indemnity

You agree to indemnify, defend and hold us, our officers, directors, employees, agents and representatives harmless, as well as, all third parties printing, manufacturing and/or otherwise fulfilling the products you are selling via the website, their officers, directors, employees, agents and representatives harmless, from and against any and all claims, damages, losses, liabilities, costs (including reasonable legal fees) or other expenses that arise directly or indirectly out of or from:

• your breach of any clause of this agreement;
• any allegation that any materials that you submit to us or transmit to the website infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; and/or
• your activities in connection with the website.

This indemnity will be applicable without regard to the negligence of any party, including any indemnified person.

Privacy policy

Your privacy is very important to us. Users of our website should refer to our privacy policy – which is incorporated into this agreement by reference, for information about how we collect and use personal information.

Security of information

No data transmission over the Internet can be guaranteed as totally secure. We strive to protect such information, however we do not warrant and cannot ensure the security of any information that you transmit to us. Accordingly, any information that you transmit to us is transmitted at your own risk.

Termination of access

Access to this website may be terminated at any time by us without notice. Our disclaimer will nevertheless survive any such termination.

Dispute Resolution

This User Agreement and all disputes relating to this User Agreement, or relating to your use of any part of the Spirit service, will be exclusively resolved under confidential binding arbitration held in the U.K. to which you and Spirit agree to submit.

Notwithstanding the foregoing, Spirit may seek injunctive or other equitable relief, from a court of competent jurisdiction. You and Spirit agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. You and Spirit agree that any cause of action arising out of or related to the Spirit site (including but not limited to any services provided or made available therein) or this Agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

If you have a dispute with one or more users or sellers, you release Spirit (and Spirit's officers, directors, agents, subsidiaries, joint ventures and employees) from claims demands and damages (actual and consequential) of every kind of nature, known and unknown, arising out of or in any way connected with such disputes.

General

We accept no liability for any failure to comply with this agreement where such failure is due to circumstances beyond our reasonable control.

If we waive any rights available to us under this agreement on one occasion, this does not mean that those rights will automatically be waived on any other occasion.

If any of the terms of this agreement are held to be invalid, unenforceable, or illegal for any reason, the remaining terms and conditions shall nevertheless continue in full force.

You may close your account at any time by logging into your account, clicking on the hyperlink titled 'Cancel Account'.

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