Terms of Service | SunFrog

1. Introduction & Agreement

Introduction

SunFrog, LLC is a marketplace that empowers independent artists to sell their original art to customers from all over the world.

For this creative hub to exist, it is crucial that all SunFrog users respect the intellectual property rights of others. You must only upload content you created yourself, or have been authorized to use. Similarly, if you’re a customer—or just lurking around our beautiful site—please respect the copyrights and trademarks of the works you find here.

Please read our Terms & Conditions (the “Terms”) below, as using this website means that you accept these Terms in full. Thank you for being here, and please e-mail support@sunfrog.com if you have any questions or concerns about anything here.

Legal Agreement

All visitors (“user”, “you”, “your”) to the SunFrog website at sunfrog.com (“the website”) are entering a binding legal agreement on the following Terms when using the website. This agreement is between the user and SunFrog, LLC and use of this website indicates continued acceptance of these Terms.

Eligibility

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

Amendment to these terms

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

2. Membership & Service

Our service

SunFrog provides a range of services (the “SunFrog service”) which, amongst other things, enables you to publish, sell, discuss, and purchase art; interact with other members; and receive the benefits of SunFrog's facilitation of product fulfilment, which include payment processing, customer services, and product manufacturing through SunFrog Solutions, LLC. In addition, SunFrog will arrange for the delivery of the physical product to your customer.

The digital content on the website (“your content”) may be information, text, data, graphics, images, photographs, sound, video, or any other material posted online by users. Any content that you upload to your account’s storefront is described as your “art”. Your art may be viewed by all users of the website once you elect to publish it. You may order a physical product based on your own art or you may offer your art for sale as part of the sale of a physical product. If you or a customer decide to place an order, then SunFrog will forward your instructions to SunFrog Solutions, LLC who will manufacture and ship the physical product in the form specified by you or the customer (“the product”).

Members

You can become a registered member (“member”) of the website by setting up a password-protected account. You will be required to select a username and password when registering to become a member. You must become a member before placing any content on the website, including participating in forums or reviews. In its sole discretion, SunFrog may refuse any user name that it decides is inappropriate and/or refuse any person from becoming a member.

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

Passwords

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

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

3. Content & IP Rights

Putting content on SunFrog

You keep the copyright in any content you submit or upload to the website. In order to receive the SunFrog services you grant SunFrog a non-exclusive, royalty-free license to use and archive the content in accordance with or as reasonably contemplated by these Terms.

Warranties & Representations:

you own all copyright in the content, or if you are not the owner, that you have permission to use the content, and that you have all of the rights required to display, reproduce and sell the content;
the content does not contain material that defames or vilifies any person, people, races, religion or religious group and is not obscene, pornographic, indecent, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, inflammatory or otherwise objectionable, and the content you upload to the marketplace must comply with both our Mature Content Policy and our Content Standards;
the content does not include malicious code, including but not limited to viruses, Trojan horses, worms, time bombs, cancelbots, or any other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data, or personal information; and
the content is not misleading and deceptive and does not offer or disseminate fraudulent goods, services, schemes, or promotions.

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

Offering your art for sale on a physical product

Any member may offer their art for sale on a physical product on the website by appointing SunFrog to facilitate the transaction on the Terms set out in the Services Agreement in Appendix A. By agreeing to these Terms you expressly agree to the Services Agreement in Appendix A, which will apply from the date on which you offer your first art for sale on a physical product and your continued use of the website will constitute ongoing agreement to the Terms therein as updated from time to time.

Intellectual Property rights and license

By submitting listings to SunFrog, you grant SunFrog a non-exclusive, worldwide, royalty-free, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of, and display the content of such listings in connection with SunFrog's (and its successors' and affiliates') services and business in facilitating the sale of your product, including without limitation for promoting and redistributing part or all of the SunFrog site (and derivative works thereof) in any media formats and through any media channels.

You also hereby grant each user of the SunFrog site a non-exclusive license to access your content through the site, and to use, reproduce, distribute, and display such content as permitted through the functionality of the site and under these Terms. The above licenses terminate within a commercially reasonable time after you remove or delete your listings from the SunFrog site. The above licenses granted by you in user comments you submit, are perpetual and irrevocable.

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

use, adapt, reproduce, store, distribute, print, display, perform, publish, or create derivative works from any part of this website; or
commercialize any information, products, or services obtained from any part of this website, without our written permission.

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

4. Purchasing & Logistics

Purchasing

Users can purchase products on the SunFrog website using Stripe. You do not have to be a member to purchase a product.

The price you pay is fixed at the time of ordering. Once your order has been submitted, you may cancel it within two (2) hours of placing it by visiting the Order Status page or reaching out to support@sunfrog.com.

It is the customer’s responsibility to ensure the product delivery address is correct. SunFrog takes no responsibility for errors in the delivery address.

Reporting & Inventory

Inappropriate Content:

SunFrog does not manually screen content before it is displayed. If you see inappropriate content, please e-mail support@sunfrog.com. Formal complaints regarding IP can be made via our Intellectual Property Policy.

Excess Inventory:

You grant SunFrog permission to dispose of any inventory that becomes excess as a result of refund, reprint, fraud, product sampling, or promotional activities, in any manner we see fit.

Delivery & Damaged Goods

Delivery: Delivery will be facilitated pursuant to the customer's instructions by USPS, FedEx, UPS, or DHL and will be paid for by the customer at the price indicated at the time of purchase. Shipping charges vary depending upon the size, price, and location.

Damaged Goods: If a product is delivered damaged (either physically or electronically), SunFrog will issue a replacement copy after receiving reasonable proof. You must e-mail support@sunfrog.com to arrange for a new product at no cost to you.

Important Note:

It is the customer’s responsibility to verify the quality of the content (misspellings, grammar, design) before ordering. This policy applies to the physical product, not the creator-controlled content.

5. Legal Protections & Disputes

Specific Warnings

You must ensure access is not illegal or prohibited. We do not accept responsibility for interference or damage to your computer system from viruses or malicious code. We do not accept liability for losses arising from server failures, data loss, or errors.

Linked Websites

We are not responsible for content or privacy practices of linked websites. Links are for convenience only and do not imply endorsement unless explicitly stated.

Disclaimer & Limitation of Liability

We do not represent or guarantee that the SunFrog service will be error-free, virus-free, or uninterrupted. Access may be affected by outages, faults, or delays caused by technical difficulties or infrastructure failures. We do not warrant that uploads will be protected against loss or misuse.

We do not accept responsibility for any loss or damage (including negligence) suffered in connection with your use of this website. To the extent permitted by law, any implied warranty is excluded. Our liability for breaches that cannot be excluded is limited to re-supplying goods or paying for the cost of re-supply.

Indemnity

You agree to indemnify and hold SunFrog, its officers, directors, and partners harmless from all claims arising from your breach of these Terms, IP violations, or activities in connection with the website. This applies without regard to negligence of any party.

Privacy & Security

Refer to our Privacy Policy for information on data collection. No Internet transmission is 100% secure; you transmit info at your own risk. Access may be terminated by us at any time without notice.

Dispute Resolution

Disputes will be exclusively resolved under confidential binding arbitration held in Michigan, in accordance with the rules of the American Arbitration Association and Michigan law. You submit to the exclusive jurisdiction of the federal and state courts in Michigan.

Arbitration must be on an individual basis—not a class, consolidated, or representative action.

Causes of action must commence within one (1) year after arising. If you have a dispute with other users, you release SunFrog from all resulting claims. Michigan residents waive equivalent provisions to Michigan Civil Code equivalents regarding general releases.

General

We accept no liability for failure beyond our reasonable control. Waiver of rights on one occasion does not constitute a waiver for future occasions. If any term is invalid, the remainder continues in full force. You may close your account by e-mailing support@sunfrog.com.

Appendix A: Services Agreement

You wish to use SunFrog’s services to facilitate marketing and sale of your art on a physical product and to arrange for the manufacture of the physical product once an order has been made through sunfrog.com. SunFrog will provide these services on the terms set out in this Services Agreement.

1. Services

1.1 SunFrog, acting as independent contractor, will market and obtain orders for your products. We arrange for fulfilment and delivery through SunFrog Solutions, LLC. Specifically regarding the sales transaction between you and the buyer, SunFrog acts as your agent.

1.2 Services continue until termination. 1.3 SunFrog may act in any capacity for others, including those selling similar products.

2. License & Standing Instructions

2.1 You grant SunFrog a non-exclusive royalty free license to use your intellectual property relating to your products for the purpose of enabling us to carry out the Services. 2.2 You hereby instruct SunFrog to facilitate the sale of your product which includes payment, processing, and arranging for manufacturing your product(s) in respect of the orders placed by the customers via the website, and SunFrog will facilitate such payment, and manufacturing in accordance with reasonable business practices unless you otherwise instruct prior to the placement of that order by a customer.

3. Sale of your products

3.1 The retail price charged to customers who purchase your product is a flat, marketplace-wide price made up of the manufacturing fee charged by SunFrog Solutions, LLC, SunFrog’s fee for hosting the marketplace and facilitating the transaction (the manufacturing fee and SunFrog’s fee are referred to collectively, and inclusive of tax, as the “base amount”), your designer’s margin (“your margin”), and any relevant sales tax (such as Sales Tax, GST, VAT, etc) that SunFrog and/or you (as the case may be) are liable to account for to the appropriate tax authorities. Shipping charges will also be added to the retail price.

3.2 The marketplace-wide retail price of a product may change at any time without specific notice to you, including when a product is discounted during the first 72 hours you offer it for sale, during a sitewide sale, or when you are featured. The retail price will not change on an individual sale after a customer has submitted an order to the website.

3.3 SunFrog will send you an e-mail to the e-mail address you registered in your account to notify you when an order has been placed for your products.

3.4 You agree that SunFrog makes no representation that it will be able to procure an order for your products, whether at the retail price or at all, nor that you will obtain any benefit by entering into this Services Agreement. 3.5 All items purchased from the website are manufactured by SunFrog Solutions, LLC under your instructions. This means that title and risk for loss for such items pass from you to the customer/purchaser without passing through us prior to the goods being delivered to the customer under the customer’s instructions.

4. Payment Terms

4.1 You authorize SunFrog to collect, hold, and distribute the retail price (“sale proceeds”) from customers on the terms set out in this Services Agreement. SunFrog will also charge the customer for the shipping which will be retained by us and not affect the amount to be distributed to you.

4.2 You authorize SunFrog to deduct the base amount (which includes SunFrog’s margin for facilitation services, including tax where applicable) from the sales proceeds for your products before distributing your earnings (which will include tax where applicable). 4.3 We will pay your earnings in accordance with the payment method you select on your account—currently Stripe. Payments will be processed on the 15th day of the month, for sales made during the previous calendar month. For example, earnings for sales made during the month of February will be paid out on March 15th.

4.4 If the 15th of the month falls on a weekend or national holiday, payments will be processed on the nearest business day. 4.5 If your selected payment method is Stripe, we will set a payment amount threshold of $20 USD in order to properly process the payment. Where the payment amount does not exceed the applicable threshold, SunFrog may elect to postpone your payment until the next monthly payment day when the threshold is exceeded.

4.6 It is your responsibility to ensure SunFrog has current details of your postal address and bank account details. SunFrog will not be liable for any loss suffered by you if you provide us with incorrect details in relation to the payment method. If we are unable to pay you because you have given us incorrect details or your details are out of date, we will hold your earnings for up to twelve (12) months from the payment date. If you have not notified SunFrog of any amendment to the payment method details in that time your proceeds will be forfeited to SunFrog or donated to a charity of our choice.

5. Taxation Responsibility

5.1 Each sale of a product over the SunFrog marketplace is completed between: (1) you the artist as the seller of the product; and (2) the customer as buyer of the product. In respect of each such transaction, SunFrog is merely acting as your agent in facilitating the sale of your product to the customer.

5.2 Subject to clause 5.3: (a) the amounts distributed to you will be deemed to be inclusive of any taxes and each party is responsible for their own taxes associated with each transaction or arising out of, as a result of, incidental to, or in connection with their obligations under this Services Agreement; and (b) you as seller of products over the SunFrog marketplace, will account for any transactional taxes imposed pursuant to applicable local tax laws or regulations; satisfy all related accounting or audit requirements; and at all times be solely responsible for reporting and remitting any tax liabilities arising out of the sale of your products together with any potential interest or penalties that any tax authority may levy as a result of non-compliance.

Specific taxes:

Applicable taxes may include Sales Tax, VAT, GST and other transactional taxes. If you are registered for VAT in the EU, SunFrog may, upon your request, provide you with a VAT invoice for any charges levied by us. SunFrog recommends that you consult with your tax advisor as to the application of taxes for you the artist, as the seller of products over the marketplace.

5.3 SunFrog will only collect or pay taxes associated with a transaction on your behalf if and to the extent that applicable local tax laws or regulations require SunFrog to do so. If that is the case, then you authorize SunFrog to pay such taxes on your behalf. Further details can be found in our help center.

6. Indemnity

6.1 You hereby indemnify and will keep SunFrog indemnified from and against all claims, debts, accounts, expenses, costs, liens, actions, and proceedings of any nature whatsoever, whether known or unknown by any person, arising from, incidental to, or by virtue of, the appointment, or any breach or non-performance of your obligations under this Services Agreement or arising out of your willful act, neglect or default in the performance of such obligations.

This clause 6 will survive the termination of this Services Agreement.

7. Limitation of Liability

7.1 In no case will SunFrog be liable for any consequential loss or damage suffered by you arising from this Services Agreement. To the extent permitted by law, all warranties and conditions implied by law are hereby expressly excluded.

8. Terminating this agreement

8.1 You can give notice of termination of this Services Agreement by closing your account in the method described in the Terms & Conditions.

8.2 SunFrog may give notice of termination of this Services Agreement to you in writing at any time.

8.3 After notice of termination in the manner described in either clause 8.1 or 8.2, you authorize us to complete any transactions in progress in relation to your products, which we will do on the terms of this Services Agreement. Termination of this Services Agreement will take effect once these transactions have been completed.