Terms & Conditions for Contributors

1. Introduction

• Dear Contributors, welcome to Toffu! These Terms & Conditions ("Agreement") govern your use of our website and services as a Contributor as it will be defined below. By becoming a Contributor, you agree to comply with and be bound by these terms which will apply to the entire website and any email or other type of communication between you and Toffu.

• If you do not agree to these Terms & Conditions, please do not use Toffu and its services.

• We encourage you to read this Agreement carefully.
  
  

2. Definitions

• To help explain things as clearly as possible in this Terms & Conditions, every time any of these terms are referenced, unless stated otherwise, are defined as:

• Content: Includes all visual, literary, and auditory materials such as designs, logos, information, files, images, music, and more which are already available on the Website and, also products uploaded by the Contributor.

• Contributor: Author and/or owner of rights in the Licensed Works.

• Cookie: A small amount of data generated by the Website and saved by your web browser. It can be used to identify your browser, provide analytics, remember information about you such as your language preference or login information.

• Device: Any internet connected device such as a phone, tablet, computer or any other device that can be used to visit Toffu and use the Services.

• License: A world-wide, non-exclusive and transferable (with right to assign or sub-license to third parties) right and license.

• Licensed Works: Content of the Contributor such as Photos, vectors, illustrations, PSD files, Cad files, Zip files, videos, tutorials (including text and/or video and/or voice recordings), recordings or footings.

• Marketplace: Toffu's platform where Contributors can also list and sell their Licensed Works among other Content produced by Toffu.

• Marketplace Services: The services provided by Toffu and its suppliers within the Marketplace, including content hosting, sales processing, and payment processing which allow Contributors to sell their Licensed Works.

• Toffu: Refers to Toffu Bilgi Teknolojileri Ltd. Sti. & Toffu, Co.

• Website: The website located at toffu.co, including its subzones such as https://www.notion.so/toffuco, where value-added services are provided.

 

3. Subject & Scope of the Agreement

• This Agreement outlines the terms of access and use of the Website as a part of Toffu Contributor Team as well as the rights and responsibilities of both Contributors and Toffu. It includes all declarations, warnings, written statements, and explanations provided by Toffu.

 

4. Joining As a Contributor

• The Website may be accessed and browsed via the current domain of the Website, using capable Devices and a proper internet connection.

• To create a Contributor account, you must complete the required form by providing your name, surname, e-mail address and setting a password.

• Contributors are supposed to verify their e-mail addresses before their first log-in to their account.

• You must provide accurate information and, if applicable, pay any fees regarding this account.

• You must be of legal age and have the necessary authority to represent a legal entity for entity Contributors.

• Contributors may add, edit or remove their profile and status as well as their store/shop name, title, banner, logo and description.

• Contributors may reset their passwords by using their e-mail addresses which they have provided to Toffu while they were creating an account. 

• Toffu reserves the right to approve, terminate or suspend Contributors’ account without notice for various reasons, including non-compliance with this Agreement.

 

5. Termination

• Toffu may unilaterally cancel a Contributor’s membership without prior notice if they violate the Agreement or the Website/Marketplace rules.

• Contributors may also terminate this Agreement by not using Marketplace Services.

• Upon termination of this Agreement, Contributors shall cease all use of the Website and Marketplace Services.

• Termination of this Agreement shall not limit any of Toffu's rights or remedies at law or in equity in case of breach by Contributors (during the term of this Agreement) of any of their obligations under the present Agreement.

 

6. Marketplace Services & Remuneration

• Toffu offers some Content on its Marketplace. Contributors can upload Licensed Works to the Marketplace and therefore they may have their Licensed Works listed on the Marketplace among other Content.

• Contributors can add Licensed Works to their store on the Marketplace after the approval of their account by Toffu.

• In order Toffu to approve Contributors’ membership, the information filled in by the Contributor should be complete and accurate and it should comply with the Website and the Marketplace rules and applicable law.

• Once Contributors’ membership has been approved, to continue with the product uploading process, Contributors should provide city and country information and enter at least one payment method.

• Contributors accept, declare and undertake that the Licensed Works they upload may only be listed on the Marketplace, as long as the Licensed Work is in compliance with both the Contributor Design Guide and the Submission Requirements published by Toffu on the Website.

• Contributors acknowledge and agree to adhere to the pricing policy outlined by Toffu. While Contributors are allowed to list their products on other platforms other than the Website and the Marketplace, they must ensure that the price offered on Toffu is always the most competitive relative to other platforms. If this policy is not feasible, Toffu is entitled to cease the listing of the Contributor.

• Contributors shall be entitled to receive a net 50% of the proceeds from each sale of their Licensed Work. The remaining portion of the income derived from such sales shall be allocated to cover the costs associated with maintenance, marketing, and the ongoing development of the marketplace.

• Contributors acknowledge and accept that Toffu retains the sole discretion to periodically apply discounts or promotional pricing to the Licensed Works uploaded and being sold by Contributors. In such instances, Contributors shall be entitled to receive 50% of the proceeds based on the discounted price offered and not on the original, undiscounted price. Contributors shall not seek compensation based on 50% of the undiscounted price. 

• Contributors shall be eligible to receive payments when their earnings exceed a minimum threshold of $100. To receive payment, Contributors are required to complete the Payment Information Form which can currently be found at https://form.jotform.com/232503173902044 along with the USA tax form and provide the necessary information for processing payments. Payments are typically made through Wise (or any other 3^rd party service provider which will be announced by Toffu), but if Contributors do not have access to Wise, payments can be made via Wire Transfer, although this option may involve additional bank fees that should be assumed by Contributors.

 

7. Rights and Responsibilities

• Contributors’ Rights and Responsibilities

• Contributors are welcome to provide Licensed Works to the Marketplace as long as they comply with the Website and the Marketplace rules and applicable laws.

• Contributors can access the Website via electronic Devices including but not limited to mobile phones and computers. It is the responsibility of the Contributor to provide appropriate Devices and an internet connection. 

• Contributors are expected to respect and adhere to the terms of this Agreement, other Website and Marketplace rules, and applicable laws.

• Contributors are responsible for safeguarding their membership information including their passwords and agree not to share them with third parties. In case of sharing, the Contributor shall be responsible for any mishaps that may occur and any damages that the Contributor may suffer.

• Contributors are legally obligated to exclusively list Licensed Works for which they possess the rightful intellectual property either as an owner, author or a licensee etc. Moreover, the Contributor represents and warrants that they are the original creator or the sole owner of all legal title, rights, and interests in the Licensed Works uploaded to Toffu. Contributors shall refrain from causing any form of intellectual property infringement. It is imperative for Contributors to understand that the responsibility for ensuring such compliance does not lie with Toffu, and they shall not rely on Toffu to conduct this verification on their behalf.

• The Contributor warrants that the Licensed Works will comply with all applicable laws and will not be offensive, defamatory, discriminatory, or contrary to public morals or order.

• The Contributor further warrants that the Licensed Works do not contain any third-party copyright material or material subject to third-party proprietary rights, including privacy and image rights. If the Licensed Works include the image or voice of any individual, the Contributor must have obtained prior written releases from the relevant individuals and will provide copies of such releases upon request.

• The Contributor shall be responsible for all costs related to third-party claims, including intellectual property rights violations, that may result from the use of the Licensed Works under this License. This includes payments required under collective bargaining agreements and any other fees or costs incurred as a result of the use of the Licensed Works.

• Prior to uploading the Licensed Work, Contributors are legally obligated to thoroughly review the Contributor Design Guide and ensure that the uploaded Licensed Work complies with its provisions. Contributors must provide accurate information related to their Licensed Works, upload complete files, and furnish guidance in their descriptions that accurately direct potential buyers.

• Contributors are legally obligated to grant consent for Toffu to display their logos, names, brands, and related identifiers. Contributors must provide explicit consent and legally declare that such display does not constitute an intellectual property violation, further confirming their commitment to this provision.

• Contributors shall be responsible for all their own national insurance, personal insurance, social security, and any applicable tax (including without limitation any personal income tax and value added tax), which may become due as a consequence of this Agreement. 

• Contributors agree not to and permit others to:

• License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Website or make the platform available to any third party.

• Modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Website.

• Remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Toffu or its affiliates, partners, suppliers or the licensors of the website.

• Contributors shall not take any actions or intervene in any way that would directly or indirectly damage, prevent access, overload, or damage the Website, Marketplace and/or Marketplace Services.

• Contributors shall not block or interrupt Toffu its servers or networks including by transmitting worms, viruses, spyware, malware or any other damaging or interfering code.

• Contributors accept and undertake in advance that they shall not have any rights or demands from Toffu in the event of termination of this Agreement due to behavior contrary to this article, and that they shall not claim any rights under any name.

 

• Toffu’s Right and Responsibilities

• Toffu may from time to time provide enhancements or improvements to the features/ functionality of the Website and/or the Marketplace, which may include patches, bug fixes, updates, upgrades and other modifications ("Updates"). Updates may modify or delete certain features and/or functionalities of the Website and/or the Marketplace. You agree that Toffu has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Website and/or the Marketplace to you. You further agree that all Updates shall be (i) deemed to constitute an integral part of the Website, and (ii) subject to the terms and conditions of this Agreement.

• Toffu reserves the right to modify, suspend or discontinue, temporarily or permanently, the Website, Marketplace or any service to which it connects, with or without notice and without liability to Contributors. 

• Toffu reserves the unilateral authority to modify the Contributor Design Guide and the terms governing Contributor approval.

• Toffu does not endorse or warrant linked sites and disclaims responsibility for content accessed through external links.

• Toffu shall take the necessary care to ensure that both the Website and the Marketplace are provided on time, safely and without errors, and that the quality meets the expectations, but it does not undertake all these.

 

8. No Warranties

• The Website and Marketplace Services are provided to you "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind.

• Without limitation to the foregoing, Toffu provides no warranty or undertaking, and makes no representation of any kind that the website will meet Contributors’ requirements, achieve any intended results, be compatible or work with any other software, websites, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

• Without limiting the foregoing, neither Toffu nor any Toffu's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Website, or the information, content, and materials or products included thereon; (ii) that the Website will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Website; or (iv) that the Website, its servers, the content, or e-mails sent from or on behalf of Toffu are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

 

9. Disclaimers and Limitation of Liability

• To the maximum extent permitted by applicable law, under no circumstances shall Toffu be liable for any direct, indirect, special, incidental or consequential damages, including, but not limited to, loss of data or profit, arising out of the use, or the inability to use, the materials on the Website and/or the Marketplace, even if Toffu team or an authorized representative has been advised of the possibility of such damages. If your use of materials from this Website / Marketplace results in the need for servicing, repair or correction of equipment or data, you assume any costs thereof.

• Notwithstanding any damages that you might incur, the entire liability of Toffu and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the remuneration amount actually paid to you.

• The Marketplace Services are not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation. Accordingly, those persons who choose to access the Toffu from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

• The verification of Contributor-supplied Licensed Works for any infringement of rights or legal violations does not fall under Toffu's purview since it is not considered as a content provider. Toffu, serving as a platform provider, is obligated to take necessary actions such as notice and take-down processes when approached accordingly.

• Toffu may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services ("Third- Party Services"). You acknowledge and agree that Toffu shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Toffu does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Services. Third-Party Services and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.

 

10. Indemnification

• You agree to indemnify and hold Toffu and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys' fees, due to or arising out of your: (a) use of the Website and/or the Marketplace Services; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party.

• The Contributor shall defend, indemnify, and hold Toffu harmless from and against any liabilities, losses, damages, claims, and expenses arising from any breach or any third-party claims related to the use of the Licensed Works, including intellectual property rights, image rights, or privacy rights.

 

11. Cookies

• Toffu uses "Cookies" to identify the areas of the Website. A Cookie is a small piece of data stored on Contributors’ Devices. Toffu uses Cookies to enhance the performance and functionality of the Website. Most web browsers can be set to disable the use of Cookies. However, if Cookies are disabled, functionality on the Website might not be accessed correctly or at all.
  
  

12. Privacy Policies

• Toffu will be using Contributors’ information as and to the extent outlined in the Privacy Policy, which is an integral part of this Agreement.

 

13. Intellectual Property Rights

• The Website and its entire Content, elements, features and functionality (including but not limited to all information, database, interface and other codes, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are subject to copyright and owned by Toffu, its licensors or other providers of such material and are protected by international copyright, trademark, trade secret and other intellectual property or proprietary rights laws. The material may not be copied, reselled, modified, reproduced, downloaded, or distributed in any way, in whole or in part, without the express prior written permission of Toffu, unless and except as is expressly provided in these Terms & Conditions. Any unauthorized use of the material is prohibited. 

• By uploading Licensed Works to Toffu, the Contributor hereby grants to Toffu a world-wide, non-exclusive and transferable (with right to assign or sub-license to third parties) right and license (“License”) to use, reproduce, display, make available, distribute, market, promote, advertise, transform, make derivative works of, communicate to the public or any other exploitation of the Licensed Works (the “Rights”) by any current or future media or means. The License is granted for the term of this Agreement.

• In case any Licensed Works or Rights infringe third-party intellectual property rights (e.g., through copying or plagiarism), the Contributor acknowledges that Toffu may take immediate legal action to recover damages suffered due to such infringement. The Contributor undertakes to be fully informed about what constitutes a breach of third-party intellectual property rights and immediately inform Toffu if there are any doubts regarding the use of third-party materials.

• If you are a copyright owner or such owner’s agent and believe any material on our Website constitutes an infringement on your copyright, please contact us setting forth the following information: (a) a physical or electronic signature of the copyright owner or a person authorized to act on his behalf; (b) identification of the material that is claimed to be infringing; (c) your contact information, including your address, telephone number, and an email; (d) a statement by you that you have a good faith belief that use of the material is not authorized by the copyright owners; and (e) the a statement that the information in the notification is accurate, and, under penalty of perjury you are authorized to act on behalf of the owner.

 

14. Amendments to the Agreement

• Toffu may amend this Agreement at its discretion. Amendments that are favorable to Contributors will be effective upon posting the change on the Website. Contributors will be notified of changes, but they cannot unilaterally modify the Agreement. Amendments that are disadvantageous to Contributors will be effective upon reaffirmation of the Contributor. By continuing to access or use the Website, Contributor agrees to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use Toffu and Marketplace Services, as well as your Contributor account.

 

15. Force Majeure

• Toffu is not responsible for delays or failures in fulfilling obligations due to events beyond its control, including but not limited to natural disasters, wars, labor disruptions, and infrastructure issues.

 

16. Applicable Law and Jurisdiction

• This Agreement is governed by Turkish law, except for conflicts of law. Any disputes will be resolved by the courts of Istanbul Çağlayan.

 

17. Miscellaneous

• If for any reason a court of competent jurisdiction finds any provision or portion of these Terms & Conditions to be unenforceable, the remainder of these Terms & Conditions shall continue in full force and effect. 

• Any waiver of any provision of these Terms & Conditions shall be effective only if in writing and signed by an authorized representative of Toffu.

• These Terms & Conditions contains the entire understanding, and supersedes all prior understandings, between Contributors and Toffu concerning its subject matter, and cannot be changed or modified by Contributors.

• The article headings used in this Agreement are for convenience only and will not be given any legal importance.

 

18. Enforcement

• This Agreement takes effect upon electronic approval by the Contributor.

 

19. Accessibility

• We strive to make our Terms & Conditions accessible to all Contributors. Please contact us if you require assistance.

 

20. Contact Information

• For questions or inquiries related to this Agreement, please contact us at info@toffu.co.

• Any feedback, comments, ideas, improvements or suggestions (collectively, "Suggestions") provided by Contributors to Toffu with respect to the Website shall remain the sole and exclusive property of Toffu.

• Toffu shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or any compensation to Contributors.

 

21. Review and Update

• We regularly review and update our Terms & Conditions to ensure their accuracy and compliance with the law. Please check back for any changes.