TERMS AND CONDITIONS OF SALE

These Terms and Conditions of Sale (“the Sales Terms”) outline the terms and conditions that govern the purchase of services for the production of figurines, including specified deliverables, from Avatar Factories (“we” or “us”), a division of ETRITA DIGITAL TECH LIMITED. All the items above are organized and regulated under the laws of Hong Kong.

Production Service

When you engage us through [Avatarfactories.com] (the “Platform”) for the production of figurines, including 3-dimensional prints (“Production Services”), we will provide the Production Services and any associated deliverables in compliance with applicable laws and the provided specifications, along with any other related documents, drawings, maps, plans, diagrams, designs, images, reports, or materials either provided by you or generated or extracted by us from third-party platforms based on information supplied by you (the “Specifications”). It’s important to note that due to technological limitations, the Deliverables may exhibit minor variations from the Specifications that are not substantial, and the final Deliverables may not be an exact match to the Specifications (referred to as “Immaterial Variations”).

You are responsible for providing us with all necessary instructions, data, information, reasonable assistance, and cooperation required for us to perform the Production Services and deliver the Deliverables promptly. You hereby authorize us to utilize the instructions and information you provide to extract or generate data, information, materials, or content from third-party platforms (collectively, “Extracted Materials”) on your behalf, for the purpose of delivering the Production Services and the Deliverables.

We reserve the right to suspend our obligations to provide Production Services and Deliverables if we determine that a Force Majeure Event is ongoing or if you are in breach of these Sales Terms or the terms of use for our Platform (the “Terms of Use”). We will not be held liable for any failure or delay in performing the Production Services or delivering the Deliverables if such issues result from a Force Majeure Event or any act, omission, or default on your part (including, but not limited to, incomplete, unclear, or inaccurate instructions from you).

In these Sales Terms, a “Force Majeure Event” refers to any circumstances beyond our reasonable control, including industrial disputes, acts of God, strikes, wars, terrorism, riots, malicious damage, equipment breakdown, fires, epidemics, pandemics, extreme adverse weather conditions, death, injury, or illness of key personnel, or default by suppliers or subcontractors.

Delivery

In exchange for the provision of Production Services and Deliverables by us, you are required to pay the fees as specified on the Platform, including any delivery fees for the delivery of the Deliverables, as outlined on the Platform (the “Fees”). You are responsible for any goods and services tax or similar taxes imposed under applicable laws on all sums payable to us according to these Sales Terms.

All Fees must be paid in full when submitting any order for Production Services through the Platform (“Order”), using any payment method specified on the Platform. All payments must be made in Singapore dollars, in immediately available and freely transferable funds, without any restrictions, conditions, withholdings, deductions, offsets, or counterclaims. Payments must be received by us before commencing the Production Services.

CANCELLATION OF ORDERS AND REFUND POLICY

You may cancel an Order in writing if production has not yet commenced. Once production has commenced, we will notify you, and you will not be able to cancel the Order.

We reserve the right to cancel your Order if any representations or warranties made by you under these Sales Terms are found to be false, incorrect, or misleading in any way, or if you have breached these Sales Terms, or if our obligations were suspended due to a Force Majeure Event for a period of 3 months.

Cancellation of an Order will not affect any accrued rights, remedies, obligations, or liabilities, including the right to claim damages for any breaches of these Terms, that existed before or on the date of cancellation.

Upon the cancellation of an Order:

• Our obligations to provide the Production Services and the Deliverables related to that Order will cease immediately.
• You will not be entitled to any refunds unless determined otherwise at our sole discretion. If you are offered a refund, you will be responsible for any associated expenses, administrative costs, or bank charges.

Intellectual Property Rights

For the purposes of these Sales Terms, “Intellectual Property Rights” include patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in get-up, rights in goodwill, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets), and any other intellectual property rights, registered or unregistered, including all applications (or rights to apply) for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection that may exist in any part of the world.

You represent and warrant irrevocably and unconditionally that:

• You are over the age of 18 and have full capacity, authority, and all necessary authorizations and consents to enter into and fulfill your obligations under these Sales Terms.
• You have the full authority to authorize us to extract and/or generate Extracted Materials on your behalf, and that such extraction and/or generation of Extracted Materials does not violate any applicable laws or obligations under any contracts binding on you.
• Your content uploaded to our Platform or provided to us in connection with the Production Services and the Deliverables, or extracted or generated by us from any third party based on information provided by you, including the Specifications and Extracted Materials (the “Input Materials”), does not infringe upon the Intellectual Property Rights of any third party.

You grant us a worldwide, irrevocable, royalty-free license to use the Intellectual Property Rights in the Input Materials for the purpose of supplying the Production Services and the Deliverables.

INDEMNITY AND LIMITATION OF LIABILITY

You irrevocably and unconditionally agree to indemnify and hold us, our employees, agents, staff, contractors, and officers harmless from any claims, suits, actions, costs, legal fees, expenses, damages, judgments, and decrees (including legal fees) arising from:

• Any use or application of the Input Materials or any of the representations in these Sales Terms being found to be false, incomplete, or misleading in any way.
• Any extraction or generation of Extracted Materials in accordance with these Sales Terms.
• Any act, omission, or default on your part, including any breaches of these Sales Terms.

We shall not be liable to you, whether in contract, in tort (including negligence), for breach of statutory duty, or otherwise, for loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of or damage to goodwill, or any indirect or consequential loss.

Our total liability to you arising under or in connection with any Production Services and Deliverables shall be limited to the equivalent of the Fees paid by you for such Production Services and Deliverables.

Nothing in these Sales Terms shall limit or exclude our liability for death or personal injury caused by our negligence, or any liability that cannot be limited or excluded by applicable law.

These Sales Terms constitute the entire agreement between you and us with respect to any Production Services and Deliverables. To the fullest extent permitted by law, we disclaim all warranties, express or implied, including but not limited to implied warranties of fitness for a particular purpose regarding the Production Services and Deliverables.

OTHER IMPORTANT TERMS

You may not assign, transfer, or subcontract any of your rights or obligations under these Sales Terms without our prior written consent.

Under the Hong Kong Contract Law, a person who is not a party to these Sales Terms shall not have any rights under or in connection with it.

If any provision of these Sales Terms (or part of a provision) is found to be invalid, unenforceable, or illegal by any court or administrative body of competent jurisdiction, the remaining provisions shall remain in effect.

Any changes to these Sales Terms regarding any Orders already submitted must be in writing and agreed upon by all Parties. Changes to these Sales Terms, which will not have a retrospective effect on any Orders already submitted via the Platform, will be posted on our Platform and, where appropriate, notified to you via email.

A waiver of any right under these Sales Terms must be in writing and applies only to the person to whom the waiver is addressed and the circumstances for which it is given. Failure to enforce any provision of these Sales Terms shall not constitute a waiver of such or any other provision. Unless explicitly stated otherwise, the rights and remedies arising under these Sales Terms are cumulative and do not exclude rights and remedies provided by law.