Last modified July 31, 2020
).If you are using the Platform or executing an MSA on behalf of an organization such as your employer, you are agreeing to these Terms on behalf of that organization, and represent and warrant that you have the authority to agree to these terms on the organization's behalf. In that case, “you” and “your” will refer to that organization.These Terms constitute the entire and exclusive understanding and agreement between you and Calico regarding the Site. Any failure by us to enforce any right or provision of these Terms will not be considered a waiver of such right or provision, and the waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Calico.We may periodically revise any of the Terms, including but not limited to Services rates, Commission Fees and available Platform features. If a revision is material, as determined solely by us, we will notify you for example via email. The current version of our Terms will always be posted on our Terms page. By continuing to use the Platform after revisions become effective, you are agreeing to the revised Terms.THESE TERMS FORM A BINDING CONTRACT BETWEEN YOU AND CALICO WITH RESPECT TO YOUR ACCESS TO AND USE OF THE PLATFORM.
Everything you see or read on the Site is copyrighted unless otherwise noted and may not be used except as provided in these Terms or in the text on the Site without the written permission of Calico. You may not distribute, modify, transmit, reuse, re-post, or use the content of the Site, including the text, images, audio and video, without Calico's written permission.
While Calico uses reasonable efforts to include accurate and up to date information in the Site, Calico makes no warranties or representations as to its accuracy or completeness. Everything on the Site is provided to you "AS IS" WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY OR COMPLETENESS, OR THAT THE SITE WILL BE UNINTERRUPTED OR FREE OF OMISSIONS, ERRORS, OR DEFECTS. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.ANY USE OF THE SITE IS AT YOUR RISK. Neither Calico nor any other party involved in creating, producing or delivering the Site is liable for any direct, indirect, incidental, consequential, or punitive damages of any kind arising out of your access to, or use of, the Site. Calico also assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect, your computer equipment or other property relating to your access to, use of, or browsing in the Site or your downloading of any content, materials, data, text, images, video or audio from the Site.
3. Digital Content
Any communication or material that is transmitted to or from Calico through the Site or otherwise is governed by our Terms. Subject to the foregoing, any communication or material you transmit to or through the Site electronically or otherwise, including any questions, comments, or suggestions is, and will be treated as non-confidential and non-proprietary. Anything you transmit or submit may be used by Calico or its affiliates for any purpose, including, but not limited to, disclosure, transmission, publication, broadcast and posting. Calico is free to use any ideas, concepts, know-how or techniques contained in any communication you send to the Site for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products using such information.Any copying, reproduction, redistribution, modification, display, or creation of derivative works from the Site, the content on the Site or the collective work is prohibited including but not limited to reproduction to any other server or location for further reproduction or redistribution, unless you have the express prior written consent of Calico. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Site.Images of people or places displayed on the Site are either the property of, or used with permission by, Calico. The use of these images by you, or anyone else authorized by you, is prohibited unless specifically permitted by these Terms or specific permission provided elsewhere on the Site. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.The trademarks, logos, and service marks (collectively the “Trademarks”) displayed on the Site, including Calico®, are registered and unregistered trademarks of Calico and others. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site without the written permission of Calico or such third party that may own the Trademarks displayed on the Site. Your misuse of the Trademarks displayed on the Site, or any other content on the Site, except as provided in these Terms, is strictly prohibited. Calico may seek to enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.Calico has not reviewed all of the sites linked to the Site and is not responsible for the content of any off-site pages or any other sites linked to the Site. Your linking to any other off-site pages or other sites is at your own risk.
5. Governing Law
The Terms shall be subject to the laws of Canada and the parties submit to the exclusive jurisdiction of the Canadian courts in relation to any dispute arising from these Terms or from use of the Platform.
6. Buyer Membership
Membership is required before gaining full access to all of the Calico platform products and services. A Membership Subscription Agreement (“MSA”) between you and Calico is required before your membership can begin. The MSA defines payment terms, fees, and other conditions within a specific agreement period.Calico offers its Buyer Members (“Buyers”) exclusive access to its supply chain management services, manufacturing partner network, transparent pricing, and expert services.
Once you become a Buyer Member it is important to provide Calico with accurate, complete, and up to date information. As a Member you agree to update such information prior to estimating or purchasing any products or services, as it may affect the estimated turnaround time and quoted costs of final delivery.
As a Buyer Member you warrant that you hold all necessary authorization including but not limited to design copyrights, trademarks licenses and liability insurance required to authorize designs for reproduction which you submit through the Calico Platform and warrant that all information you provide to us will be true and accurate and not misleading. You agree that failure to comply with this will result in breach of contract between you and the Manufacturer and you will be liable for losses and damages to the respective parties involved including but not limited to the copyright/trademark owners of the design, respective Manufacturers and Calico.
We may request further information or documentary evidence from a Buyer before you may be accepted as a Buyer on our Platform, or at any later date to continue to maintain your registration.7. Manufacturer Membership
Membership is required before gaining full access to all of the Calico platform products and services. A Membership Subscription Agreement (“MSA”) between you and Calico is required before your membership can begin. The MSA defines payment terms, fees, and other conditions within a specific agreement period.
Calico offers its Manufacturer Members (“Manufacturers”) exclusive access to its supply chain management services, buyer partner network, and expert services.
Once you become a Manufacturer Member it is important to provide Calico with accurate, complete, and up to date information. As a Member you agree to update such information prior to estimating or purchasing any products or services, as it may affect the estimated turnaround time and quoted costs of final delivery.
As a Manufacturer Member you warrant that you hold all necessary authorisation, licences and liability insurance required to provide the goods and services which you offer through the Calico Platform and warrant that all information you provide to us will be true and accurate and not misleading. You warrant that you will not reproduce any design submitted to you for quotation or order unless explicit authorization has been provided by the requesting Buyer Member in the form of consent including but not limited to written/verbal consent, sample order request or production order. You agree that failure to comply with this will result in breach of contract between you and the Buyer and you will be liable for losses and damages to the respective parties involved including but not limited to the copyright/trademark owners of the design, respective Buyers and Calico.
We may request further information or documentary evidence from our Manufacturers before you may be accepted as a Manufacturer on our Platform, or at any later date to continue to maintain your registration.8. Platform Users
Once an MSA has been agreed to, Members can add Authorized Users (“Users”) to the Platform.Users agree to not: (a) share passwords or login details with anyone else within or external to your organization, (b) share platform features or content with any third party, (c) access the platform to build a competitive product or service, and (d) download or use any Calico graphics or photography without written authorization from Calico.Members are responsible and liable for: (a) your Authorized Users’ use of the Platform in compliance with these Terms, and (b) any use of the Platform through your account, whether authorized or unauthorized.All Users are subject to approval by Calico and you agree to notify Calico immediately of any known or suspected unauthorized use of the Platform or Services.Users agrees not to submit, transmit or upload to the Platform any content that: (a) is false, deceptive, misleading, or deceitful; (c) infringes any Intellectual Property Rights of any third party, or is a submission that you do not have the right or authority to make; (d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment; and/or (e) disrupts the normal flow of dialogue with an excessive amount of submissions (flooding attack) to the Platform or Site, or that otherwise negatively affects other users’ ability to use the Platform or Site. Calico has the right to contact any User on the platform at any time and may immediately suspend or terminate membership or any authorized user’s access to the platform and services for any actual or suspected violation of these Terms at any time.
All payment terms and credit limits are subject to approval by Calico. A payment terms application will be provided and must be signed by a company officer. Should your approved payment terms change, Calico will notify you in writing immediately.Payments can be made directly through the Calico platform via Bank Transfer or credit card. You agree to pay all of the amounts due on your invoices in accordance with your approved payment terms as referenced in your MSA.Your bank account is required to be linked on the Platform. Your bank account may be auto-debited for all upfront amounts due at the time of an order and/or any amounts that are overdue in accordance with your approved payment terms. If payment is declined an additional fee may be assessed per charge attempt.An Automated Payment Authorization form is required to be signed by all members in accordance with your MSA. If you fail to make a payment within your required payment terms we reserve the right to auto-charge your payment method on file. All credit card transactions will be subject to an additional transaction fee.Calico reserves the right to reject orders, hold shipments, and stop production if we cannot collect overdue payments or if there is a violation of the Terms.Members are responsible for all miscellaneous costs and fees due for the procurement, transit, and manufacturing of goods and services, including but not limited to sales tax, duties, exams, and tariffs. Calico will make a best effort to provide estimates for all costs associated with the production and delivery of Items.All products and services are custom to our Member’s specifications and cannot be refunded after an Order has been submitted and accepted by Calico.
10. Lead Times
Lead times and estimated delivery dates are determined by product specifications and the Manufacturer selected. Estimation of lead time begins from the point of deposit acceptance by Calico and may differ from the quotes provided by the Manufacturers. We may provide you an estimated delivery window at the time you place an order. Your order may be subject to delays that are outside of our control that may alter the estimated delivery date. Calico will not be responsible for any financial consequences for delays, but will make every reasonable effort to mitigate delays, manage issue resolution with the Manufacturer and the Carrier to provide solutions.
All quotes and prices will expire within 30 days of submission unless otherwise stated. All quotes and prices are subject to change at the discretion of the Manufacturer and/or Calico within this 30 day time frame due to any material external or internal factors that may affect production. This includes but is not limited to: commodity prices, quantity changes, fluctuating costs and internal policies.
Quotes may be requested by Members and Evaluation Users.
Quotes are non-binding between the parties involved and do not represent a contract for work, production or service between the involved parties, Members and/or Calico.
Orders can only be submitted through the Platform by Members. Once Calico has received a deposit and accepted an order it becomes a binding agreement between both Manufacturer and Buyer.
Calico acts as an introducer and is not a party to any contract made between the Manufacturer and the Buyer. Members will be responsible for all legal and regulatory requirements relevant to your contract with your respective Buyer or Manufacturer. Accordingly we will not be liable to any person in relation to the provision of goods or services obtained via the Platform and we are not responsible for the enforcement of any contractual obligations arising out of a contract for the provision of goods or services and while we may opt to, we will have no obligation to mediate between the parties in the event of any dispute.
Prior to the acceptance of an order, Calico may review and reject any order for any reason, including if there are issues with specifications, copyrights and infringing trademarks. Buyers will have the opportunity to resubmit an order once corrections have been made.At the time of order placement, Calico may reference a to-be-determined tax and/or freight cost that will be included on a future invoice. These costs are estimates only and are subject to change once the final costs are determined. Buyer are required to pay all actual taxes and freight costs directly from the Carrier that are included on invoices.
13. Product Manufacturing
Buyers have access to custom manufacture their products using our network of manufacturing members (“Manufacturer”).Buyers agree that any Manufacturer introduced by Calico represents significant efforts and working relationships that are unique to, and part of, the work product and intellectual capital of Calico. Therefore, without the prior specific written consent of Calico, Buyers agrees to refrain from conducting direct or indirect business dealings of any kind with any Manufacturer introduced or suggested by Calico, with the exception of parties with which you have previously had a formal business relationship, during the term of their MSA and for a period of (2) years thereafter.A Photo Sample or Physical Sample (“Pre-Production Sample”) will be provided in the Buyer dashboard before production begins by the Manufacturer if requested. This Sample should be used to inspect and approve design and specifications. These are not indicative of the actual product quality on manufactured products. Samples are not considered color-accurate since monitors and printers can widely vary. Approving the Pre-Production Sample is an acknowledgement that item specification is represented correctly and this approval is considered a binding agreement.Note that any draft samples received prior to placing an Order are for photography and reference only. The Photo Sample or Physical Sample approved on the Platform supersedes any samples received, even if the material or print specifications differ. manufactured are subject to overproduction or underproduction by the Manufacturer, relative to the ordered quantities (“Overs” or “Unders”, respectively). You will be billed for overs or refunded for unders not to exceed ±10%.
14. Carrier and Shipments
Calico uses a network of freight partners (the “Carrier”) to import, ship, and deliver Items to their destination.Delivery details for the shipment of ordered items (“Shipment”) are provided when available. Estimated delivery dates are provided by the Carrier upon the time of Shipment.
The purchase of tooling equipment (“Tooling”) may be required to manufacture custom Items. Tooling equipment typically includes moulds, and may have additional charges related to their reuse or re-application.Depending on usage it may be required to purchase a new set of Tooling once the equipment exceeds a specific number of impressions or period of time.Tooling will be stored by the Manufacturer. Tooling that has not been used for a period of one calendar year from purchase date may be disposed of at the discretion of the Manufacturer.Payment for Tooling purchased is due upon order placement and is free of additional markup or management fees. Once paid in full the Tooling belongs to the Member.If an MSA is terminated before its end date, all outstanding amounts due to Calico must be paid before tooling will be released.At the Member’s request, Tooling may be transferred to you or another Manufacturer, though associated costs, including shipping and handling charges will be billed directly to the Member. Transferring tooling is not recommended as it may be difficult to match plant by plant equipment specs and may lead to production errors. Calico cannot guarantee our quality standards on any transferred tooling.
16. Transparent Pricing
Members can compare factory direct quoted pricing (“Quotes”) through our platform from the Calico manufacturing network. Quotes are subject to expiration and may change prior to Order acceptance.
17. Management Fees
All Members are charged a fee (the “Management Fee”), governed by your MSA, for our supply chain and production management services on every order. The Management Fee is not subject to proration or cancelation.This management fees only apply to any product purchased, including any additional overproduction. No additional fees will be charged on top of freight, tooling or applicable taxes.
Members can upgrade their membership by signing an amendment to their MSA committing to a larger annual production spend and in turn lowering their management fee. As soon as you upgrade, you will have the lower management fee rate applied to every order throughout the rest of your annual contract.Your annual contract start and end dates will not change.
19. Concierge Services
As a member you will have access to use our concierge services. These services are provided at a flat or variable rate, depending on the services requested. This pricing is subject to change at any time and without notice. Before beginning a new services project, you may request a cost estimate. Expert services payment terms are subject to your MSA and your approved payment terms. Some services rendered will provide our Members physical prototypes and samples provided are produced on different equipment than the actual production run and the final structure, material, and color will differ. Shipping of these items will be invoiced separately.
Before becoming a member, companies (“Evaluation Users”) may gain partial access, free of charge, to the Calico Platform for a limited period of time by executing an evaluation agreement. During this period of time (the “Evaluation”), companies have access to Calico and will be able to request quotes from the Calico Network. By accessing, using, and browsing the Site, Evaluation Users agree to the Membership Terms outlined here.
If an exception is made to allow an order to be placed during an Evaluation all the outlined Terms apply to the order.
You agree to indemnify and hold harmless Calico, its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers, vendors, suppliers and employees from any claim or demand, including reasonable attorney fees and court costs, made by any third party due to or arising out of any submissions, your third party event, website or organization, your use of the Site, your violation of the Terms, your breach of any of the representations and warranties herein, or your violation of any rights of any third party.
22. Force Majeure
Calico is not responsible to members for anything that Calico may otherwise be responsible for, if it is the result of events beyond our control, including, but not limited to, acts of God, war, insurrection, riots, terrorism, crime, labor shortages (including lawful and unlawful strikes), quarantines, embargoes, postal disruption, communication disruption, unavailability of payment processors, failure or shortage of infrastructure, shortage of materials, or any other event beyond our control.
23. Cancellation and Termination
If you cancel your subscription, you will be responsible for all costs, expenses, and the balance of any remaining Management Fees due or payable under your account through the end of the then-current term. To cancel, you must do so in writing, by sending an email to email@example.com. Membership subscriptions will auto-renew at the end of the annual term. Calico will send you a reminder 30-60 days prior to each renewal.Calico may terminate a membership at its sole discretion with notice provided.
You understand and agree that we may contact any Member to ask for a review of their experience with you not limited to services or goods you have provided, purchasing experience and that we may use such review for any purpose, including providing such review to prospective Members and/or posting such review to the Platform.
You acknowledge that all present and future copyright and other intellectual property rights subsisting in, or used in connection with, such reviews is our property, and nothing in the Terms shall be taken to transfer any such intellectual property to you. In particular, you may not use all or any part of a review for any purpose outside of the Calico Platform without our written permission.
We are not obligated to make the Platform services available to you and we reserve the right to remove you from the Platform at any time and for any reason at our discretion.
While we take steps to prevent misuse of our systems, we cannot warrant that the Platform will be free of viruses or other malicious code and accept no liability for loss or damage caused from the transmission of such code. We recommend that you always use up-to-date firewalls and anti-malware software to protect your equipment and data.
We make no warranty as to the identity, integrity or behaviour of our Members and are not liable for any dissatisfaction, loss or damage you may incur as a result of an introduction to a Member, including without limitation any failure to provide the requested goods or services in accordance with an agreed upon Order or the quality of any goods or services. You agree that, unless otherwise stated in these terms, we have no liability to you in relation to any customer, goods or services obtained by you or introduced to you through this Platform. In the event you are dissatisfied in any way, your remedy is only against the respective Member.
24. Limited Liability
If you are dissatisfied with the Platform, or the Terms, your remedy under the Terms shall be to discontinue your use of the Platform.
Other than as set out above, we shall not be liable in contract, tort, negligence, statutory duty, misrepresentation, or otherwise for any loss or damage whatsoever arising from or in any way connected with the Terms or your use of the Platform. Except as expressly set out in the Terms, all conditions, warranties and obligations which may be implied or incorporated into the Terms by statute, common law, or otherwise and any liabilities arising from them are expressly excluded to the extent permitted by law.
We shall not be liable for any loss of business, loss of profits, business interruption, loss of business information, or any other economic loss.
In the event that any limitation or exclusion of liability in the Terms is not enforceable, then we shall not be liable to you for a sum greater than the amount of our fees (if any) paid by you in respect of the matter in question.
For disputes arising between Buyers and Manufacturers, you agree to pursue your dispute independently. You agree to release and indemnify Calico (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such dispute or the transaction
If Buyer or Manufacturer intends to obtain an order from any arbitrator or any court that might direct Calico or our Affiliates to take or refrain from taking any action with respect to an Order or Transaction, that party will (a) give us at least five business days’ prior notice of the hearing; (b) include in any such order a provision that, as a precondition to obligation affecting Calico we be paid in full for any amounts to which we would otherwise be entitled; and (c) be paid for the reasonable value of the services to be rendered pursuant to such order.