Terms & Conditions
Devil’s Clause is located at devilsclause.com and is operated by Bitter Edge Entertainment Ltd, with our head office at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ. Devil’s Clause provides sellers with the ability to create and sell custom merchandise and buyers with the ability to find high-quality, unique products.
Use of Devil's Clause
Member Account, Password and Security: You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. Please immediately notify Devil’s Clause of any unauthorised use of your password or account or any other breach of security. Devil’s Clause reserves the right to terminate accounts and/or listings that are inactive for six (6) months or more.
Multiple Member Accounts Prohibited: Operating and maintaining multiple member accounts is prohibited. If you have a legitimate business need for a second account, you can apply for an exception to this policy.
Misuse of Member Account: If you engage in fraud or other illegal activity, infringe any third party rights, fail to comply with the Terms of Service or any other Devil’s Clause policies, Devil’s Clause may, in its sole discretion, cancel your listings, suspend your use of tools and reports, restrict or terminate your account, and/or withhold and disburse any proceeds associated with that account.
Age Requirement: If you are under 16 years of age, you are not authorised to use the Service. If you are under 18 years old, you may use Devil’s Clause only with the approval of your parent or guardian.
Applicable Laws: In connection with your use of Devil’s Clause, you will comply with all applicable laws, regulations and industry standards.
General Practices and Instructions Regarding Use: You will comply with any instructions provided to you by Devil’s Clause in connection with your use Devil’s Clause. Devil’s Clause may establish general practices and limits concerning use of Devil’s Clause. Devil’s Clause reserves the right to change its instructions, general practices and limits at any time, in its sole discretion, with or without notice.
Sellers: Creation and Implementation of Product Listings
Devil’s Clause allows sellers to create product listings and sell custom physical merchandise and apparel through those listings. Following are specific obligations concerning the initiation of any listing. To the extent any listing violates these Terms of Service, we may choose to terminate, delay or modify the listing at our discretion.
Your Right to Implement a Listing: By creating a listing through Devil’s Clause, you represent and warrant that you own or are the licensee of all trademark rights, copyrights, rights of publicity and other intellectual property or other proprietary rights necessary to create and implement the listing (“Listing Rights”), including any rights relating to the name, description, images, text or URL used for the listing. You will provide Devil’s Clause with evidence of your Listing Rights upon request.
Devil’s Clause does not claim any ownership rights in the content you upload to Devil’s Clause. Please be sure you maintain copies of all of your work. Devil’s Clause has no responsibility or liability for the deletion or failure to store any content or information uploaded to Devil’s Clause.
Devil’s Clause retains all ownership rights in any designs created by Devil’s Clause which may not be used by you, other than in connection with your listings on Devil’s Clause, without Devil’s Clause express written consent.
For the purpose of implementing and fulfilling your listing and for the purpose of advertising Devil’s Clause in any medium Devil’s Clause chooses, you hereby grant Devil’s Clause a nonexclusive, worldwide, fully paid up, transferable, sublicensable license under your Listing Rights to copy, display, distribute, modify the content you upload to Devil’s Clause (including all related images, text, content and information).
Acceptable Use: Your use of Devil’s Clause, including the creation and implementation of product listings, is subject to these Terms of Service (including our Acceptable Use Policy).
Indemnity: To the extent any listing launched by you or launched via your Devil’s Clause account violates or is alleged to violate our Acceptable Use Policy or any other part of these Terms of Service, in addition to any other remedies, you agree that Devil’s Clause has the right to withhold and redirect any funds collected relating to the listing, which funds will be disbursed based on Devil’s Clause internal policies (for example, Devil’s Clause may give the funds to a charity where a listing falsely states it is raising funds for that charity, or Devil’s Clause may apply such funds to any judgment or settlement, and/or the reimbursement of Devil’s Clause’s expenses, resulting from a third party’s claim of infringement) and to control the defence or settlement of any claim or suit resulting from any such violation or alleged violation; and you agree to fully cooperate with Devil’s Clause in such activities. Without limiting the foregoing, you also agree to indemnify and hold Devil’s Clause harmless from any and all liabilities, losses, damages and expenses arising out of your violation or any alleged violation of our Acceptable Use Policy or any other part of these Terms of Service.
Quality of Artwork and Promotions: Each listing must meet reasonable production standards (e.g. a listing may not include a low quality image that will not print well). All of your advertisements or promotional descriptions, including content that is uploaded to Devil’s Clause, must be accurate and correct.
Proceeds from Listing: If you create a listing for products through Devil’s Clause, Devil’s Clause will charge you a “Wholesale price” for production and a “Commission Percentage” which will make a “Nett Price” for each product that it makes available to you for your listing. You will be given a list of RRP and must agree that your products must not go under the prices set. Once your listing is launched and products are sold, you will earn the difference between the Nett Price and the Sale Price, less returns. You will receive a statement in the first week of the following month which will explain your sales. In the statement and in RED there will be a figure for you to submit an invoice to Bitter Edge Entertainment for pay-out. You are solely and fully responsible for payment of any income taxes applicable to the amounts you earn through Devil’s Clause. Prior to receiving your pay-out, you may be required to provide additional information to Devil’s Clause as needed by Bitter Edge Entertainment to comply with its reporting obligations.
Partnership Disputes: If you work with other people on your listing, and there is a dispute between you and your partners, even though Devil’s Clause receives notice of the dispute, Devil’s Clause is entitled to make pay-outs and otherwise correspond with the original registrant. Alternatively, Devil’s Clause may withhold pay-outs until the dispute is resolved, in Devil’s Clause sole discretion.
Intellectual Property Complaints
Infringement Claims Between Devil’s Clause Users, Waiver of Claims: As a condition of using Devil’s Clause, you agree to submit any and all infringement claims against Devil’s Clause users (so called “Copycat Claims”) pursuant to Devil’s Clause existing policies and procedures governing such claims. You further agree, as a condition of using Devil’s Clause, to waive any and all claims against Devil’s Clause arising from alleged infringement by you or another Devil’s Clause user. In addition, you understand that Devil’s Clause may release your contact information to any Devil’s Clause User that satisfactorily alleges a violation of its rights under this section.
Infringement Claims by Third Parties: Devil’s Clause takes any allegations of infringement seriously. If Devil’s Clause receives any complaint or allegation that your listing or any resulting merchandise constitutes an unauthorised use of a third party’s rights, you understand that Devil’s Clause may terminate or delay your listing, in its sole discretion. In addition, you understand that Devil’s Clause may release your contact information to any third party that satisfactorily alleges a violation of its rights.
Devil’s Clause will consider complaints of possible infringement only from parties that own, or have the exclusive right to exploit, the applicable intellectual property. If you believe that a Devil’s Clause user has infringed upon your rights, please notify Devil’s Clause through our contact page or your account manager.
You must include with your notification the following information. A physical or electronic signature of a person authorised to act on behalf of the owner of the intellectual property that you allege is being infringed; The URL to the Devil’s Clause listing(s) used in connection with the sale of the allegedly infringing merchandise;
Identification of the copyright, trademark or other rights that allegedly have been infringed, including proof of ownership (such as copies of subsisting trademark or copyright registrations);
Your full name, address, telephone number(s) and email address(es);
A statement that you have a good-faith belief that use of the material in the URL submitted is unauthorised by the rights owner, or its licensee, and such use amounts to infringement under federal or state law; and A statement, under penalty of perjury, that the information in the notification is complete and accurate and that you are authorized to act on behalf of the owner of the copyright or other right that is allegedly infringed.
Repeat Infringer Policy: Devil’s Clause has adopted a policy of terminating, in appropriate circumstances and at Devil’s Clause sole discretion, users who are deemed to be repeat infringers. Devil’s Clause may also at its sole discretion limit access to Devil’s Clause or terminate the memberships of any users who infringe or violate any intellectual property or other rights of others, whether or not there is any repeat infringement or violation.
Devil’s Clause Proprietary Rights
Service Content, Software and Trademarks: You are only authorised to use Devil’s Clause for the purpose of engaging in business transactions with Devil’s Clause. You may not use any automated technology to scrape, mine or gather any information from Devil’s Clause or otherwise access the pages of Devil’s Clause for any unauthorised purpose. If you are blocked by Devil’s Clause from accessing (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). The technology and software underlying Devil’s Clause or distributed in connection therewith are the property of Devil’s Clause, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software.
Devil’s Clause software may contain images, artwork, fonts and other content or features (“Service Content”) that are protected by intellectual property rights and laws. Except as expressly authorised by Devil’s Clause, you agree not to modify, copy, frame, rent, lease, loan, sell, distribute or create derivative works based on Devil’s Clause or the Service Content, in whole or in part. Any use of Devil’s Clause or the Service Content other than as specifically authorised herein is strictly prohibited. Any rights not expressly granted herein are reserved by Devil’s Clause.
Company, product and service names and logos used and displayed via Devil’s Clause may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Devil’s Clause. Nothing in these Terms of Service or Devil’s Clause should be construed as granting any license or right to use any Trademarks displayed, without our prior written permission in each instance.
Third Party Material: Under no circumstances will Devil’s Clause be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content or materials. To the maximum extent permitted under applicable law, the third party providers of such content and materials are express and intended third party beneficiaries of these Terms of Services with respect to their content and materials.
Devil’s Clause may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Devil’s Clause, its users or the public.
*Disclaimer of Warranties
YOUR USE OF DEVIL’S CLAUSE IS AT YOUR SOLE RISK. DEVIL’S CLAUSE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WITHOUT LIMITING A BUYER’S RIGHT TO RETURN MERCHANDISE AND OBTAIN A REFUND TO THE EXTENT DESCRIBED IN OUR RETURN POLICY, DEVIL’S CLAUSE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO ANY LISTING, MERCHANDISE OR SERVICE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.*
*Limitation of Liability
DEVIL’S CLAUSE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF DEVIL’S CLAUSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY MERCHANDISE, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; OR (IV) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT WILL DEVIL’S CLAUSE TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID DEVIL’S CLAUSE OR DEVIL’S CLAUSE HAS PAID YOU IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED POUNDS (£100). THE FOREGOING LIMITATIONS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.*
Devil’s Clause, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of Devil’s Clause and remove and discard any content within Devil’s Clause, for any reason. Further, you agree that Devil’s Clause will not be liable to you or any third party for any termination of your access to Devil’s Clause.
Each party is an independent contractor in the performance of each and every part of these Terms of Service. Each party will be solely responsible for all of its employees and agents and its labour costs and expenses and for any and all claims, liabilities or damages or debts of any type whatsoever that may arise on account of its activities, or those of its employees or agents, in the performance of its activities under these Terms of Service. You do not have the authority to commit Devil’s Clause in any way and will not attempt to do so or imply that you have the right to do so.
These Terms of Service will be governed by the laws of England, without regard to its conflict of law provisions except that (if you are a consumer and not a business user) and if you live in a country of the European Union other than England, there may be certain mandatory applicable laws of your country which apply for your benefit and protection in addition to or instead of certain provisions of English law. Subject to the next paragraph you agree that any disputes between you and Devil’s Clause regarding these terms will only be dealt with by the English courts except that (if you are a consumer and not a business user) and if you live in a country of the European Union other than England, you can choose to bring legal proceedings either in your country or in England, but if we bring legal proceedings, we may only do so in your country. The parties expressly exclude the application of the UN Convention on Contracts for the International Sale of Goods. The European Online Dispute Resolution platform http://ec.europa.eu/consumers/odr/ provides information about alternative dispute resolution. We are not required to comply with any alternative dispute resolution under this platform.
These Terms of Service constitute the entire agreement between you and Devil’s Clause and govern your use of Devil’s Clause, superseding any prior agreements between you and Devil’s Claus. The failure of Devil’s Clause to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Devil’s Clause, but Devil’s Clause may assign or transfer these Terms of Service, in whole or in part, without restriction. Notices to you may be made via either email or regular mail. Devil’s Clause may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on Devil’s Clause.
Our liability: Nothing in these Terms of Service shall limit or exclude our liability to you: for death or personal injury caused by our negligence; for fraudulent misrepresentation; or for any other liability that, under consumer protection or other law, may not be limited or excluded. Subject to this, if you are a consumer and not a business customer, in no event shall we be liable to you for any business losses, and if you are a business customer, in no event shall we be liable to you for any indirect or consequential losses, or for any loss of profit, revenue, contracts, data, goodwill or other similar losses, and any liability we do have for losses you suffer arising out of or in relation these Terms of Service or Devil’s Clause shall not, exceed the amount you have paid Devil’s Clause or Devil’s Clause has paid you in the last six (6) months, or, if greater, one hundred pounds (£100) and is strictly limited to losses that were reasonably foreseeable. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms of Service that is caused by events outside our reasonable control.