Terms of Service

Last updated: July 12, 2023

The following terms of service constitute a legally binding contract (this "Agreement") between you (“you” or “your”) and CAPE Inclusion, Inc., a Delaware corporation that governs all use by you of the diversitymerch.com website (the "Site") and the services available on or at the Site (taken together with the use of the Site, the "Services"). We’ll refer to Cape Inclusion as "Diversity Merch", or "we". Diversity Merch white-label prints and dropships products ("Products") directly to you and your customers ("Customers").

The Services are offered subject to your acceptance without modification of all the terms and conditions contained herein. We also have other policies and procedures including, without limitation, Shipping and Return Policy, Privacy Policy and others. Those policies contain additional terms and conditions, which apply to the Services and are part of this Agreement. YOUR USE OF THE SITE CONSTITUTES YOUR ACCEPTANCE OF AND AGREEMENT TO BE BOUND BY THIS AGREEMENT. FURTHERMORE, BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THE SITE, YOU ACCEPT AND ARE BOUND BY THIS AGREEMENT. If you do not agree to this Agreement, do not use the Site or any other Services.

If you use our Services only for your personal use, you are considered a "User". If you use our Services to execute orders or deliver Products to third parties (including Customers), you are considered a "Merchant".

1. Access & Membership

You may register an account and become a member on the Services ("Member"). Membership requires that you register on the Site (including by truthfully filling out all required personal information). You may opt out of marketing and promotional activities, including emails. You may cancel your membership at any time by canceling it online on the Site. You may never use another user's Services account without permission from that user. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify us immediately of any breach of security or unauthorized use of your account. Although we will not be liable for your and your Customer’s losses caused by any unauthorized use of your account, you may be liable for the losses of Diversity Merch and others due to such unauthorized use.

2. Modifications

Diversity Merch reserves the right, at its sole discretion, to modify this Agreement and its terms, as well as the fees and other charges for our Services, at any time. All such modifications will become effective immediately after Diversity Merch posts them on the Site. You shall be responsible for reviewing and becoming familiar with all such modifications, and you agree to review the terms of this Agreement each time you access or use the Site so that you are aware of any modifications made to this Agreement. Use of the Site and other Services by you after Diversity Merch posts the modifications on the Site constitutes your acceptance of the terms and conditions of this Agreement, as modified.

3. Content

All content (including all information, images, pictures, data, text, photographs, graphics, messages, and other materials, hereinafter "Content") that you post, submit, upload, display, sell or use, hereinafter "post", using our Services is your content. We don’t make any claim(s) to it. That includes anything you post using our Services (like your Content, images, Merchant name, your customer reviews, comments, videos, usernames, etc.).

A. Responsibility for the Content. You understand that you are solely responsible for the Content that you post on or through the Services. You represent that you have all necessary rights to the Content, including all necessary rights to post it or use it on your Products sold, manufactured, or warehoused by Diversity Merch. You also represent that you’re not infringing or violating any third party’s rights by posting the Content or using the Content on your Products sold, manufactured, or warehoused by Diversity Merch.

A. Rights You Grant Diversity Merch. By posting your Content, you grant Diversity Merch a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use, display, edit, modify, reproduce, distribute, store, and prepare derivative works of your Content to provide the Services and to promote Diversity Merch and/or your Diversity Merch store, or the Services in general, in any formats and through any channels, including across the Services, third-party website, advertising medium and/or social media. You agree and represent that you have the rights to grant this license to us.

A. Reporting Unauthorized Content. Diversity Merch respects intellectual property rights and follows intellectual property laws. We are committed to following appropriate legal procedures to remove infringing content from the Service(s).

B. Intellectual Property. Diversity Merch respects your work and empowers you to express your voice and ideas. We ask that you respect the work and creative rights of others. You need to either own the Content you post to Diversity Merch, or have the express authority to post it. Content must comply with right of publicity, trademark and copyright laws, and all other applicable national, state, and federal laws.

Trademarks and Infringement of Intellectual Property. We are committed to following appropriate legal procedures to remove infringing content from the Services. You may contact us at: contact@DiversityMerch.com to report any misappropriation of intellectual property. Diversity Merch will try to accommodate and not interfere with standard technical measures used by copyright owners to identify and protect their works. Diversity Merch reserves the right to do any or all of the following at any time at our sole discretion: (i) immediately suspend your use of the Services; and/or (ii) remove, block, and disable access to any of your Content that is alleged to infringe the intellectual property rights of others. When we receive notice of intellectual property infringement, Diversity Merch strives to respond quickly by removing, blocking, or disabling access to the allegedly infringing material. When Diversity Merch removes, blocks, or disables access in response to such a notice, Diversity Merch makes a reasonable attempt to contact the allegedly infringing party, provide information about the notice and removal, and, in cases of alleged copyright infringement, provide information about counter notification. Diversity Merch may terminate account privileges of Members that are subject to repeat notices of intellectual property infringement as determined by Diversity Merch at its sole discretion.

A. Copyright and Trademark Responsibility. You agree and represent by accepting this Agreement and using our Services that you own all rights (including copyrights) for the Content you post, or if you are not the owner, that you have permission to use and reproduce the Content in connection with the Services, and that you have all the rights required to post your Content. Likewise, by accepting this Agreement and using our Services, you agree and represent that you own or have permissions to use all copyrights, trademarks, service marks, trade dress, and trade names incorporated into the Content you post or use in connection with any Content and the Services provided under this Agreement.

A. Inappropriate, False, or Misleading Content. You agree that you will not post any content that is abusive, threatening, defamatory, obscene, vulgar, illegal, or otherwise offensive or in violation of any part of this Agreement. You also agree not to post any Content that is false or misleading or uses the Services in a manner that is fraudulent or deceptive.

4. Use of Services

We grant you a limited, non-exclusive, non-transferable, and revocable license to use our Services, platforms, and integrations subject to this Agreement and the following restrictions in particular:

A. You agree not to interfere with or try to disrupt our Services, for example by distributing a virus or other harmful computer code into our platforms, third party services, or other programs or systems our clients may use to promote their Products. You agree not to use the Services: (i) to send, knowingly receive, upload, download, use, or re-use any material which does not comply with this Agreement; or (ii) to engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Services, or which, as determined by us, may harm Diversity Merch or expose us to liability. You agree that Diversity Merch reserves the right to audit our platforms (systems) to ensure integrity and compliance with this Agreement, at the sole discretion of Diversity Merch.

A. The names “Diversity Merch” and “Cape Inclusion”, our iconography, phrases, logos, trademarks, and designs that we use in connection with the Products or Services we provide are trademarks, service marks, or trade dress of Cape Inclusion, Inc. that are used for proprietary purposes at our sole discretion. Except as expressly provided in this Agreement, Diversity Merch does not grant you any rights to use its trademarks, service marks, or trade dress. You may state in connection with the Services or Products provided by Diversity Merch that Diversity Merch provided such Services or Products. If you use any of our trademarks in reference to our Products or Services, you must include a statement attributing that trademark to us. You must not use any of our trademarks: (i) in or as the whole or part of your own trademarks; (ii) in connection with activities, Products or Services which are not ours; (iii) in a manner which may be confusing, misleading, or deceptive; or (iv) in a manner that disparages us or our information, Products or Services (including the Site). Diversity Merch reserves the right to request you to immediately remove any such misused iconography, phrases, logos, and designs at our sole discretion.

A. Digital or Physical items (like mockups, templates, images and other design assets) and texts which include pre-existing Diversity Merch intellectual property (e.g. “Be Present not Perfect”, “Audio Must Match Video”, or other pre-existing designs) (“Items”) integrated with the Products and/or Services we offer and their intellectual property rights belong exclusively to Diversity Merch. If Diversity Merch provides the possibility for Users to modify or customize any Items, you will ensure that the Content used to modify such Items will comply with the intellectual property laws and our Acceptable Content guidelines. Subject to your compliance with the terms of this Agreement, if Diversity Merch agrees to produce any Items with Diversity Merch intellectual property, including trademarks, trade names, catch phrases, or any other pre-existing intellectual property of Diversity Merch, Diversity Merch grants you a non-exclusive, term-limited (by this Agreement), non-transferable, license to such intellectual property for the sole purpose of marketing and selling the Items on the terms of this Agreement and in any relevant Order Form signed by you and us (an “Order Form”). In the event of a conflict or inconsistency between this Agreement and an Order Form, the latter will govern or control.

5. Content and Services

A. Items Your Clients Purchase Through Our Sites. You understand that Diversity Merch cannot and does not make any warranties about your Content, stores, or what you sell to your Customer that we may warehouse. Any legal claim related to a Product your Customers purchase must be brought directly against you as the seller of the Product. You release Diversity Merch from any claims related to Products sold by you through our Services, including claims for misrepresentations by you to your Customers or claims for physical injury or property damage by any of your Products that are warehoused for you by Diversity Merch.

A. Content You Access. Your Customers may come across materials that they find offensive or inappropriate while using our Services. We make no representations concerning any content posted by others through the Services. Diversity Merch is not responsible for the accuracy, copyright compliance, legality, or decency of content posted by others that you accessed through the Services. You release us from all liability relating to that content.

A. Third-Party Services. Our stores on our Site(s) may contain links to third-party websites or services that we don’t own or control (for example, links to Facebook, Twitter, and Pinterest). You may also need to use a product or service of one of our subcontractors or other third parties to use some of our Services (like a compatible mobile device to use our mobile apps). When you access these third-party services, you do so at your own risk. The third parties may require you to accept their own terms of use. Diversity Merch is not a party to those agreements; they are solely between you and the third party. You agree that Diversity Merch will not be liable to you in any way for your use of these third party services.

A. Services. You understand that our Services are provided “as is,” with all faults and without any kind of warranty (express or implied). TO THE FULLEST EXTENT PERMITTED BY LAW, WE ARE EXPRESSLY DISCLAIMING ANY AND ALL WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES OR CONDITIONS IMPLIED BY A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE, WITH RESPECT TO OUR SERVICES, EXCEPT FOR THE WARRANTIES OR CONDITIONS PROVIDED WITH RESPECT TO PRODUCTS IN SECTION 6 BELOW. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR CONDITIONS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

We do not guarantee that:

i. the Services will be secure or available at any time or location – Diversity Merch shall not be liable for any delays, interruptions, or loss of data in connection with the use of our Site and Services. Diversity Merch shall strive to ensure that the Services are carried out in other locations in case it is not possible to carry them out at the location the Services were initially intended to be performed at.

i. any errors for which Diversity Merch is responsible will be corrected;

i. the Services will always be free of viruses or other harmful materials; or

i. the results of using the Services will meet your expectations.

i. You use the Services solely at your own risk.

A. LIABILITY LIMITS. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER WE SHALL NOT BE LIABLE TO YOU OR YOUR CUSTOMERS FOR ANY LOST PROFITS OR REVENUES, DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SERVICES OR THIS AGREEMENT, REGARDLESS OF (I) WHETHER ANY OF THE FOREGOING DAMAGES WERE FORESEEABLE, (II) WHETHER OR NOT YOU WERE ADVISED OF THE POSSIBILITY OF INCURRING ANY OF THE FOREGOING DAMAGES, (III) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND (IV) ANY SPECIFIC CIRCUMSTANCES OF YOU AND/OR YOUR CUSTOMER. THE LIABILITY OF DIVERSITYMERCH WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE SERVICE THAT YOU HAVE PURCHASED OR USED THROUGH THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

6. Responsibility of Site members and visitors

Violation of this Agreement or any other rules will result in the termination of your Diversity Merch account.

Diversity Merch and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content that is available via the Services. Without limiting the foregoing, Diversity Merch and its designees shall have the right to remove, block, and disable any Content. You agree that you must evaluate and to the extent permitted by law bear all risks associated with the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by Diversity Merch or submitted to Diversity Merch, including without limitation information in Diversity Merch collaborations, posts and in all other parts of the Diversity Merch Services.

Without limiting other remedies, we may limit, suspend, or terminate our Services and your account, prohibit access to our Site, delay, remove, block, or disable hosted Content, and take technical and legal steps to keep you off the Site if we think that you are creating problems, causing possible legal liabilities, breaching this Agreement, or acting inconsistently with the letter or spirit of our policies. We also reserve the right to cancel unconfirmed accounts or accounts that have been inactive for extended periods of time. You are responsible for providing Diversity Merch with accurate and truthful information (including but not limited to your name and surname if you are a User or retail price if you are a Merchant). If you have provided Diversity Merch with inaccurate or false information, (a) you shall be liable to Diversity Merch for damages and losses (including but not limited to taxes) arising out of such inaccurate or false information, (b) you shall reimburse such damages and losses (including but not limited to taxes) to Diversity Merch, and (c) Diversity Merch shall have the right to charge you for such damages and losses (including but not limited to taxes) and otherwise limit or suspend your access to the Services.

7. Payments and fees

The terms of our Order Form with you will govern the fees and payments due for the Services, or the fees and payments set forth at checkout, as applicable. You agree to provide accurate payment information, and to update such payment information periodically if it becomes inaccurate. We reserve the right to suspend Services to you for unpaid invoices or if your payment is declined until you bring your account current. For the Collection partners, Diversity Merch will send order confirmations as orders come in. Unless specified in an Order Form, collection partners will receive their profit share payment quarterly from orders that have been fulfilled (manufactured and delivered) during the previous quarter.

8. Taxes

Aside from the limited circumstances set out below, you are responsible for (and shall charge) all applicable taxes, such as but not limited to sales taxes, VAT, GST and others, and duties associated with the Products (if and as applicable).

In some states in the US and countries, Diversity Merch may collect the applicable taxes from you as the seller and pay this to the relevant tax authority (if and as applicable).

9. Purchase of products

Your order is purchase of a Product for which you have paid the applicable fee and/or other charges that we have accepted and received. Any Products in the same order which we have not accepted do not form part of that contract. We may choose not to accept any orders in our sole discretion and inaction with respect to an unsigned order or inquiry shall be deemed rejection.

All information asked on the checkout page must be filled in precisely and accurately. Diversity Merch will not be responsible for missed delivery because of a wrong or misspelled recipient name or surname, delivery address or an inappropriate phone number. Should you like to ask for a change in the delivery address, phone number, or any other special requirements, please contact Diversity Merch.

We reserve the right to place your order on hold due to print file issues, security concerns, if we need to confirm your address, or in case of other issues. In case your order will be placed on hold, we will give you 30 days to resolve the issue. If you will not resolve the issue or cancel your order within 30 days, we will cancel the order. In case your order is cancelled, we will only make a refund if work on your order has not started yet.

10. Indemnity

To the fullest extent permitted by law you will defend, indemnify, and hold Diversity Merch and the other Diversity Merch Parties harmless from any claim or demand made by any third party (including, but not limited to, your Customer), as well as any and all damages, losses, liabilities, judgments, costs, reasonable attorneys' fees, and other expenses of every kind and nature, known and unknown, incurred or suffered by the Diversity Merch Parties, relating to or arising out of (a) your breach of this Agreement, (b) your use (or misuse) of our Services, (c) your Content, (d) the infringement by your Content or your account of someone else’s intellectual property or other rights, (d) your violation of any law or the rights of a third party, or (e) if you are a Merchant, any claims related to products or items sold by you through our Services, including claims for misrepresentations by you to your Customers and claims for physical injury or property damage by any of your products or items that are warehoused for you by Diversity Merch. We reserve the right to handle our legal defense however we see fit, even if you are indemnifying us.

11. Governing Law

This Agreement, and all disputes and claims arising out of or in connection with this Agreement or its subject matter or formation including non-contractual disputes and claims, are governed by the laws of the State of Colorado, without regard to its conflict of laws rules.

12. Privacy and Personal Data Processing

Diversity Merch collects your personal data to provide our Services. We are committed to protecting your personal data and privacy and our Privacy Policy details and explains how we are processing Site visitor and User personal information. By accepting this Agreement, you are also accepting and acknowledging our Privacy Policy.

13. General

Summary: Using our services doesn't make you an agent, partner, or employee of Diversity Merch. We're not responsible for any violations of these terms if it's out of our control. If you have any questions about our Terms of Service, feel free to contact us at contact@DiversityMerch.com.

No agency, partnership, joint venture, employee-employer, franchisor-franchisee relationship, etc. is intended or created by this Agreement.

Diversity Merch will not be liable or responsible to you, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in Diversity Merch’s performance under this Agreement when such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, such as any fire; flood; earthquake; governmental action; war, invasion or hostilities; national emergency; explosion; terrorist threat or act; riot or other civil unrest; insurrection; epidemic; lockout, strike or other labor dispute (whether or not relating to our workforce); inability or delay in obtaining supplies; telecommunication breakdown; or power outage.

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. In our sole discretion, we may assign this Agreement upon notice to you. Headings are for reference purposes only and do not limit the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will act against all breaches of this Agreement.

Diversity Merch at its own discretion reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time, including the right to engage third party manufacturing services to perform any Services.

If you have any questions about this Agreement, please email us at contact@DiversityMerch.com, use our Contact page, or write to us at:

Diversity Merch

8690 Windhaven Drive

Parker CO 80134