- Patternfield Software Pty Ltd (ABN 66 661 260 199) (Patternfield or our or we or us) is in the business of conducting an online marketplace for surface pattern designers (Designers) to connect with surface pattern buyers (Buyers) (Services).
- The Services may be available via website or mobile application (Platform), as well as in connection with any direct communication between you and Patternfield.
- In these User Terms “you” or “your” means any registered or unregistered user of the Platform as the context requires. If you are using the Platform, these User terms are between you and Patternfield.
- Nothing in these User Terms obliges Patternfield to make the Services available at any time or by any technological or direct means.
- By using the Platform, you agree to comply with and be legally bound by the terms and conditions of these terms and conditions (User Terms or Terms). These User Terms govern your access to and use of the Platform and all Collective Content, and constitute a binding legal agreement between you and Patternfield.
- These User Terms incorporate the following policies and any other policies displayed on the Platform from time to time:
- Definitions in Patternfield’s policies adopt the meaning contained in these User Terms unless otherwise stated.
TRANSACTION AND PAYMENT PLATFORM
- PATTERNFIELD ENABLES INTERACTIONS, COMMUNICATIONS, TRANSACTIONS AND PAYMENTS BETWEEN MEMBERS VIA THE PLATFORM. PATTERNFIELD IS NOT A PARTY TO ANY TRANSACTION BETWEEN MEMBERS AND DOES NOT VERIFY THE SUITABILITY OR RANKING OF THE MEMBER, THE SURFACE PATTERN DESIGNS OR THE TRANSACTION. THE SERVICES PROVIDED BY PATTERNFIELD IN CONNECTION WITH THE PLATFORM IS LIMITED TO THE ENABLING OF TRANSACTIONS AND COLLECTION AND REMITTANCE OF FEES PURSUANT TO THESE USER TERMS.
- MEMBERS ARE WHOLLY RESPONSIBLE FOR ENSURING THAT THEIR USE OF THE PLATFORM AND TRANSACTIONS ENABLED BY IT COMPLY WITH APPLICABLE REGULATIONS, LAWS AND THIRD-PARTY AGREEMENTS. SUCH REGULATIONS, LAWS AND THIRD-PARTY AGREEMENTS INCLUDE BUT ARE NOT LIMITED TO:
- TAXATION REGULATIONS AND LAWS;
- HEALTH AND SAFETY REGULATIONS AND LAWS;
- EMPLOYMENT REGULATIONS AND LAWS.
- YOU WILL BE WHOLLY RESPONSIBLE FOR ANY ADDITIONAL FEES AND CHARGES INCURRED BY YOU IN CONNECTION WITH THE PLATFORM AND/OR THE SERVICES (WHETHER ARISING DIRECTLY OR INDIRECTLY).
TERMS OF SERVICE
- The Platform is intended solely for persons who are 18 or older. Any access to or use of the Platform by anyone under 18 is expressly prohibited. By accessing or using the Platform you represent and warrant that you are 18 or older. If you do not agree to these User Terms, you have no right to obtain information from or otherwise continue using the Platform.
- By accepting these Terms, a Member is granted a limited, non-exclusive and revocable licence to access the Platform in accordance with these User Terms.
- You agree to only use the Platform and Materials for their intended legal purposes and shall not use any or all of them to engage in any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by Patternfield in its sole and unfettered discretion.
- Patternfield may revoke, suspend or terminate the Member’s licence in its absolute discretion for any reason that it sees fit, including for breach of these User Terms by the Member or any of its users and where Member’s ratings or use of the Services are not considered acceptable by Patternfield. Patternfield will ordinarily advise the Member of any suspension or revocation, however, it is under no obligation to do so.
- The information contained on the Platform is provided in good faith on an "as is" basis. Patternfield does not represent or warrant to the reliability, accuracy or completeness of the information contained on the Platform or in the Collective Content.
- You understand and agree that Patternfield is not a party to any agreements entered into between Designers and Buyers, nor is Patternfield a broker, agent or insurer. Patternfield has no control over the content contained in any Transaction Request, the condition, legality or suitability of any Surface Pattern Design, the conduct of Designers, Buyers and/or other users of the Platform, and disclaims all liability in this regard to the maximum extent permitted by law. Any Transactions are made or accepted at the Member’s own risk.
- If you choose to create an account on the Platform, you understand and agree that your relationship with Patternfield is limited to being a Member, and not an employee, agent, joint venture or partner of Patternfield for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf of or for the benefit of Patternfield. Patternfield does not control, and has no right to control, your Transaction, your offline activities associated with your Transaction, or any other matters associated with your Transaction, that you provide. As a Member, you agree not to do anything to create a false impression that you are endorsed by, partnering with, or acting on behalf of or for the benefit of Patternfield, including by using Patternfield’s Intellectual Property, without the prior written consent of Patternfield.
- Despite Patternfield facilitating the matching of Designers with Buyers for particular Transaction Requests, Patternfield does not endorse any Designer, Buyer, Surface Pattern Design, Transaction or Transaction Request. Designers and Buyers are responsible for ensuring the accuracy, reliability and currency of all information supplied to Patternfield, and each other, through the Platform or otherwise and must immediately notify Patternfield and the other party if any information supplied changes or is inaccurate.
- By using the Platform, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties other than Patternfield will be limited to a claim against the particular Members or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from Patternfield with respect to such actions or omissions. We encourage you to communicate directly with other Members on the Platform regarding any Transaction Requests or Transactions made by you. This limitation shall not apply to any claim by a Designer against Patternfield regarding the remittance of payments received from a Buyer by Patternfield on behalf of an Designer, which instead shall be subject to the limitations described in the section below entitled “Warranty and Limitation of Liability”.
PLATFORM INTELLECTUAL PROPERTY
- You acknowledge and agree that the copyright in the Platform content and the software, design, text and graphics, the selection and layout of the Platform, the content and materials on the Platform and all other Intellectual Property in connection with the Platform (together, the Materials) are owned by or licenced to us.
- You must not modify, copy, adapt, store in a retrieval system, reproduce, upload, post, transmit, sell, distribute in any way or communicate to the public, the Materials without our prior written consent.
- You must not frame or embed in another website any of the Materials without our prior written consent.
- You may store a reproduction of the content on the Platform on your local computer for the sole purpose of viewing the content and Materials; and print hard copies of the content and Materials for the sole purpose of viewing, listing or Transaction, but not for any other use.
- The Platform, the Materials and any ancillary materials or documents owned or used by Patternfield in connection with the Services and promotion of its business contains registered trademarks which are protected by law and other branding, images, content which constitute the Intellectual Property of Patternfield. You must not use any of the marks or trademarks appearing on the Platform and/or on or within Materials or our name or the names of our related bodies corporate or any of our Intellectual Property without our prior written consent.
- Patternfield does not represent or warrant that any information, files or Collective Content obtained from, through or in connection with the Platform is free from viruses or other faults or defects. You are responsible for scanning any information, files or Collective Content for viruses.
- You agree that Patternfield has no responsibility or liability to you or any other person for any loss or damage (whether direct, indirect, consequential, or economic), regardless of cause, negligence or otherwise, which may be the direct or indirect result of any virus, fault or defect transmitted from, through or in connection with the Platform or the Collective Content. In any event, if Patternfield is found to be liable this will be limited to the cost of supplying the information, files, or Collective Content again.
- When registering on the Platform and creating an account, you may register as a Designer or Buyer.
- Designers can register in an individual or business capacity. Where Designers intend to sell their Surface Pattern Designs via the Platform, Designers must provide valid tax registration details for their country of business operations and details to enable the payout of funds collected by Patternfield during the transaction process.
- Buyers must register both their personal details and their business details such that those details can be verified by Patternfield prior to their account being activated. Details that cannot be verified or identify the buyer as a Person not normally in the business of buying Surface Pattern Designs; will result in the rejection of the registration request.
- Patternfield reserves the right to accept or reject your request to register for an account at its sole discretion and Patternfield may request additional information from you before accepting or rejecting your request to register for an account. Failure to provide such information is likely to result in rejection of your request.
- You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party. Accounts are personal to a Member and can only be accessed by the Member and their personnel.
- On Registration, Designers are given a 14 day free trial to test the functionality of Patterfield to determine if it is suitable for their needs. During the trial period the Designer has full access to all features of Patternfield including but not limited to the ability to:
- create a public profile page
- create surface pattern design listings
- surface pattern designs to appear in Buyer search results
- create surface pattern design collections
- share surface pattern designs and surface pattern design collections via social media, email and other electronic communications
- offer surface pattern design listings for Buyout or License to qualified buyers
- register for trade shows that patternfield is attending and showcasing designers
- participate in live webinars
- access educational resources and tools for designers.
- On completion of the 14 day trial period, the Designer must choose a monthly or annual subscription to maintain access to the Platform.
- Designers are to keep their credit card payment details up to date, with sufficient credit available to honour their subscriptions. Patternfield will attempt to deduct a Monthly or Annual Subscription Fee up to 2 times, after which we will notify the Designer that their credit card on file failed and that they should provide up to date payment details. Failure to pay the subscription fee will result in the Designers account being down-graded to basic member with all access to functionality being removed.
- Patternfield will partner with highly experience designers from time to time. Access to these educational events will be limited to active subscribers.
- Patternfield will attend international trade shows on a regular basis. Patternfield may make available to Designers with an Active Annual Subscription the ability to be represented by Patternfield at the tradeshow.
SURFACE PATTERN DESIGN LISTINGS AND COLLECTIONS
- Designers may create a listing for a surface pattern design that contains detailed information about the design such as title, description, colour, theme, occasion, religious festival, marketing keywords, transaction type and low resolution or watermarked version of the surface pattern design.
- Designers may create Design Collections that allow surface pattern design listings to be grouped together and showcased to Buyers.
- Patternfield reserves the right, at any time and without prior notice, to remove or disable access to any Surface Pattern Design listing for any reason, including Surface Pattern Design listings that Patternfield, in its sole discretion, considers to be objectionable for any reason, in violation of these User Terms, or otherwise harmful to the Platform.
- Buyers may communicate with Designers through the Platform. Communication can be initiated from a Surface Pattern Design Listing via the Enquiry button OR via the Designers Profile page.
- Buyers can create formal Buyout Offers (Buyout Transaction) to buy the copyright to a Surface Pattern Design from a Designer. To initiate a Buyout Transaction, a Buyer will select a Surface Pattern Design listed for buyout on the Platform. Buyers select the buyout transaction type and then complete the information required for the buyout transaction. Such information includes price.
- The Copyright Transfer Agreement that governs the Buyout Transaction between the Designer and the Buyer can be found here.
- If a Buyer makes a Buyout Offer and the Offer is accepted by the Designer, the agreement entered into is solely between the Buyer and Designer and Patternfield is not a party to it.
- PATTERNFIELD ASSUMES NO RESPONSIBILITY FOR A BUYERS’ OR DESIGNERS’ COMPLIANCE WITH ANY OF THE WARRANTIES OUTLINED IN THE COPYRIGHT TRANSFER AGREEMENT OR WITH DUTIES TO THIRD PARTIES, APPLICABLE LAWS, RULES AND REGULATIONS.
- Patternfield reserves the right, at any time and without prior notice, to remove or disable access to any Buyout Transaction that is considers to be objectionable for any reason, in violation of these User Terms, or otherwise harmful to the Platform or its Members.
- Buyers can create formal Licensing Offers (Licensing Transaction) to license a Surface Pattern Design from a Designer. To create a Licensing Transaction, a Buyer will select a Surface Pattern Design listed for licensing on the Platform. Buyers select the License Transaction Type and then complete the information required for the transaction type. Such information includes price, license terms, and payment terms.
- Buyers are able to present their own Licensing Agreement and Terms to a Designer through the Transaction on the Platform.
- If a Buyer makes a Licensing Offer and the Offer is accepted by the Designer, an agreement has not been entered into. The platform only facilities the agreement of a set of Licensing Terms that are to be used to formulate a future licensing agreement between the Buyer and Designer and Patternfield will not be a party to any such agreement.
- PATTERNFIELD ASSUMES NO RESPONSIBILITY FOR A BUYERS’ OR DESIGNERS’ INTERPRETATION OF THE TERMS AGREED BETWEEN THE BUYER AND DESIGNER DURING THE OFFER AND COUNTER OFFER PROCESS OF A LICENSING TRANSACTION.
- Patternfield reserves the right, at any time and without prior notice, to remove or disable access to any Transaction that is considers to be objectionable for any reason, in violation of these User Terms, or otherwise harmful to the Platform or its Members.
- When an Offer is made it will be open for the Designer to consider and then accept, decline or make a counteroffer.
- If a Designer fails to action an Offer within 7 days, the Offer Transaction will expire and be automatically cancelled.
- If a Designer accepts a Buyout Offer, then the Designer and Buyer agree that the Surface Pattern Design copyright will be transferred to the Buyer as specified in the Copyright Transfer Agreemen.
- If a Designer accepts a Licensing Offer, then the Designer and Buyer agree to work together to establish a binding licensing agreement based on the Offer Terms.
- The Designer may, but is not obliged to, provide the Buyer with its own separate licensing terms of using the Surface Pattern Design which the Buyer must acknowledge and abide by, but which must not be inconsistent with these User Terms.
- The Designer, not Patternfield, is solely responsible for honouring any confirmed Transactions and making available any Surface Pattern Design purchased through the Platform. If you, as a Buyer, choose to enter into a transaction with a Designer for the purchase of Surface Pattern Designs, you agree and understand that you will be required to enter into an agreement with the Designer and you agree to accept any terms, conditions, rules and restrictions associated with Transaction imposed by the Designer.
- You acknowledge and agree that you, and not Patternfield, will be responsible for performing the obligations of any such agreements, that Patternfield is not a party to such agreements, and that, with the exception of Patternfield’s payment obligations pursuant to these User Terms, Patternfield (inclusive of all subsidiaries and related entities) disclaims all liability arising from or related to any such agreements.
- Designers will be required to enter their bank details into the Platform on registration as a Member. This enables Patternfield to disburse Buyout Fees to Designers (Payout Details).
- Buyers will be required to enter their Payment Details during check-out of a Transaction. This enables Patternfield to deduct the Buyout Fee from Buyers (also Payment Methods).
- Patternfield uses a third-party payment gateway to collect and disburse payments in accordance with these User Terms.
- Once a Buyout Offer has been accepted, the Platform will calculate the total fee made up of the Buyout Fee and a Transaction Fee.
- All fees and charges shown on the Platform and identified in these Terms are in United States Dollars (USD).
- The Platform raises a tax invoice to the Buyer as escrow agent for the Designer in respect of the Buyout Fee.
- Patternfield will include any sales tax defined by the Designer in the Buyout Fee on behalf of the Designer, which will be itemised in the tax invoice generated on the Platform. It is the responsibility of the Designer and the Buyer to determine and comply with their taxation status in relation to the Buyout Fee.
- The Buyer hereby authorises Patternfield to collect and disburse the Buyout Fee in accordance with these User Terms, including on an ongoing recurring basis where applicable.
- To the extent permitted by law, the Buyout Fee is non-refundable and may be immediately paid by Patternfield to the Designer.
- Patternfield will release the Buyout Fees received from the Buyer to the Designer on the 28th of each Month. Additional payout periods may apply from the third-party payment gateway beyond Patternfield’s control.
- If the Buyer seeks to recover any part of the Buyout Fee for any reason whatsoever, it must contact the Designer. Patternfield is in no way responsible for monies collected from Buyers or remitted to Designers.
- Where the Buyer fails to pay the Buyout Fee, despite whether the Surface Pattern Design is collected or delivered, the Designer is authorised, at its discretion, to enforce its rights in full in accordance with these User Terms.
- Patternfield is not responsible for collection of the Buyout Fee other than conducting two attempts in accordance with the Buyer’s Payment Details via the Platform. The generation of a tax invoice by the Platform does not constitute an obligation by Patternfield to pay for the Buyout Fee as set out in the tax invoice. The Designer acknowledges and agrees that in the event that Patternfield is unable to collect monies owing to the Designer by a Buyer, the Designer releases Patternfield from any monies owing to the Designer.
- Once an Offer has been accepted for a License, the Platform allows the Buyer and Designer to download a copy of the agreed license terms in the form of a Terms Sheet. Both the Buyer and Designer use the Terms Sheet to complete any contractual documentation including details of payment between the Buyer and the Designer.
- Patternfield is not responsible for collection of any License Fees.
- Patternfeild is not responsible for the generation of a Tax Invoice related to Licensing Transactions.
- Patternfield does not provide legal advice and both Buyers and Designers are responsible for seeking independent legal advice when formulating the final contract and payment terms between the parties.
- Both the Designer and Buyer release Patternfield and its employees and agents from any damages that may arise
- Patternfield will charge a Transaction Fee to the Buyer in connection with the Services (i.e. the facilitation of a Transaction between Designer and Buyer using the Platform).
- The Platform raises a tax invoice to the Buyer from Patternfield in respect of the Transaction Fee.
- Transaction Fees are GST inclusive (for Australian Buyers) or otherwise inclusive of sales and other taxes (in other jurisdictions).
- Once the transaction has been made, Patternfield has performed its Services and to the extent permitted by law, the Transaction Fee is non-refundable. In the event that the Designer cannot collect a Buyout Fee from a Buyer, the transaction Fee remains due and payable to Patternfield.
TITLE TO SURFACE PATTERN DESIGN
- The Designer is solely responsible for ensuring it is the Designer of the Surface Pattern Design or has the legal title to the Surface Pattern Design and ability to lawfully license the Surface Pattern Design to the Buyer.
DELIVERY OF SURFACE PATTERN DESIGNS
- Once the Buyer has paid the Buyout Fee and Transaction Fee via the Platform, the Designer will be notified to deliver the Surface Pattern Design Files to the Buyer.
- The Designer has 7 days to upload the design files to the Platform and deliver to the Buyer. If the files are not upload in 7 days, the transaction is cancelled and the Buyer Fee and Transaction Fee are returned to the Buyer.
- On Delivery of the files, the Buyer is notified. The Buyer has 7 days to confirm that the delivered files are as they expected. If there are any problems with the delivered files, the Buyer and Designer can communicate via the Platform to resolve any issues with the delivered files.
- Once the Buyer has downloaded the files from the Platform, the transaction cannot be cancelled.
- Once the Buyer is happy with the delivered files, they confirm delivery via the Platform. On confirmation of Delivery, the Buyout Fee is released and will be paid to the Buyer at the account specified in their Payout Details on the 28th of month.
- Where the Buyer is not satisfied with the delivered Surface Pattern Design files, or the Designer determines that the Buyers requested changes to the Surface Pattern Design are unreasonable, the dispute can be escalated to Patternfield for mediation. Patternfield will review the details of the transaction and will make a decision in its sole discretion as to the resolution of the issue.
- The requests by the Buyer are unreasonable and the quality of the work delivered by the Designer is consistent with the Surface Pattern Design listed. The transaction will be set to delivered and the Buyout Fees released to the Designer.
- The requests by the Buyer are reasonable, the Designer is directed to make the necessary changes and submit updated Surface Pattern Design files within 7 days. If the Designer does not comply, the Transaction will be cancelled and the Buyout Fee refunded to the Buyer. The Surface Pattern Design will be made available on the Platform for other Buyers to purchase. The Transaction Fee will not be refunded.
- Buyers and Designers can cancel a Buyout Transaction at any time up until the Surface Pattern Design Files have been downloaded by the Buyer.
- On cancellation of a transaction, the Buyout Fee and Transaction Fee will be refunded to the Buyer in full.
PLATFORM USE OBLIGATIONS
- While it is not Patternfield’s intent to monitor your online communications to or within the Platform, Patternfield reserves the right to remove any content that we become aware of and determine to be harmful, illegal or in breach of copyright laws or privacy laws. You may not use the Platform or all or part of any Collective Content for any unlawful activity nor for any activities that breach any laws, infringe a third party’s rights or are contrary to any relevant standards or codes. You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Platform. You covenant and warrant that:
- all information and data provided by you to Patternfield (including billing and contact details) or otherwise is true, accurate, complete and up to date;
- any person receiving, accessing or using the Platform or the Collective Content using your Account is authorised by you to do so;
- you have and will comply with all relevant laws relating to your use of the Platform and the Collective Content and your making of any Transaction Request or Transaction with us;
- you will ensure that any log in information and password that is used to access the Platform or the Collective Content and the detail of any account is kept in a safe and secure manner;
- you will promptly notify Patternfield if you are or become aware that there is or has been an unauthorised use of any of your account, or any other security breach relating to any account;
- you are responsible for any costs associated with your access to or use of the Platform, Transaction Requests, Transactions and/or any Collective Content including internet access fees; and
- you are responsible and liable for any person that uses your account and/or password to make Transaction Requests or Transactions through the Platform.
- You must not and agree that you will not:
- use the Platform in a manner or way, or post to or transmit to or via the Platform any material, which interferes with other users or our other customers or defames, harasses, threatens, menaces or offends any person or which prevents any other person from using or enjoying the Platform;
- make fraudulent or speculative enquiries, orders or requests through the Platform;
- use another person’s details without their permission or impersonate another person when using the Platform;
- post or transmit to the Platform any obscene, indecent, inflammatory or pornographic material or any other material that may give rise to civil or criminal proceedings;
- use any robot, spider, site search and retrieval application or other mechanism to retrieve or index any portion of the Platform;
- modify, adapt, translate or reverse engineer any portion of the Platform;
- remove any copyright, trademark or other proprietary rights notices contained in or on the Platform;
- reformat or frame any portion of the web pages that are part of the Platform;
- use the Platform to violate the security of any computer or other network or engage in illegal conduct;
- tamper with or hinder the operation of the Platform or the Collective Content nor knowingly transmit any viruses, worms, defects, trojan horses or similar disabling or malicious code to the Platform;
- take any action that imposes or that would, in our reasonable opinion, result in an unreasonable or disproportionately large load on our infrastructure;
- violate any local, state, national or other law or regulation, or any order of a court, including without limitation zoning restrictions and tax regulations;
- use the Platform or Collective Content to identify or communicate with a Member (directly or indirectly) and then complete a Transaction or reengagement independent of the Platform, in order to circumvent the obligation to pay any Transaction Fees related to Patternfield’s provision of the Services, or for any other reason. This obligation is taken extremely seriously by Patternfield;
- recruit, or otherwise solicit any Member to join third party services, websites or applications that are competitive to Patternfield, without our prior written approval; and
- use the Platform or the Collective Content other than in accordance with these Terms.
- Patternfield accepts no liability for Member Content. The Member is responsible for the accuracy, quality and legality of Member Content and the Member’s acquisition of it, and the users that create, access and/or use Member Content.
- By registering as a Member, making a Transaction, contributing, commenting, uploading images or files, inputting data, linking to data or files on third-party sites, or engaging in any other form of communication through the Platform you are creating Member Content and you are granting Patternfield a transferable, sub-licensable, royalty-free, perpetual, irrevocable, non-exclusive, unrestricted, worldwide licence to:
- use, copy, sub licence, adapt, transmit, publicly perform or display any such Member Content; and
- sub licence to third parties the unrestricted right to exercise any of the foregoing rights granted with respect to the Member Content.
- This licence shall include the right to exploit any proprietary rights in the Member Content, including but not limited to rights under publicity, copyright, trademark or patent laws under any relevant jurisdiction.
- Patternfield reserves the right to filter, modify, publish, and permanently remove Member Content on the Site, Applications or in connection with the Services in its sole and unfettered discretion
- To the extent permitted by law, Patternfield accepts no liability for the accuracy of any information made available using the Platform. Any reliance on the information available through the Platform is at the Member’s own risk.
- Buyers and Designers are requested to give one another a rating with a comment in respect of the transaction. Ratings are used by Patternfield to monitor the standard of the Surface Pattern Design and compliance with a Transaction. If a party receives poor ratings or comments on multiple occasions, Patternfield may restrict an account or terminate use of the Platform by that party.
- These Terms operate for a term commencing on the date you access the Platform and ending when terminated in accordance with these Terms.
- Members may terminate their access to the Platform by ceasing to use the Platform and requesting cancellation of their account to Patternfield by email to info@Patternfieldapp.com provided that any Transactions in train must be completed. Once terminated, an account cannot be reactivated, except at Patternfield’s absolute discretion.
- Patternfield may suspend or terminate these Terms in its sole discretion at any time. Without qualifying the foregoing, Patternfield may immediately suspend, terminate or limit your access to and use of the Platform and (where relevant) your account and any Collective Content if Patternfield suspects that you have committed a fraudulent act and/or you have, or you intend to, breach these Terms.
- Any termination by Patternfield in circumstances where you are either in material default of your obligations under these Terms, or are in default of a non-material obligation which you fail to remedy within five days of being notified of the default by Patternfield, will be of immediate effect.
- In the event an agreement arising under or in connection with these Terms is terminated, Patternfield may take such steps as it deems necessary to ensure you cease using or accessing, or having any ability to use or access, the Platform and/ or any Collective Content, including but not limited to revoking your licence and blocking your access.
WARRANTY AND LIABILITY
- Patternfield does not warrant or represent the suitability of the Platform, the Collective Content, the transaction Requests, the transactions, the use of the Surface Pattern Design or its Members for any purpose. To the extent permitted by law, Patternfield is not liable to any party for any direct loss and damages, or for fines, penalties, taxes and any exemplary, aggravated of punitive damages, liquidated damages or indirect and consequential loss and damages arising in any way (including without limitation for loss of revenue, loss of profits, failure to realise expected profits or savings and any other commercial or economic loss of any kind) legal costs and expenses or loss or corruption of data, in contract, tort, under any statute or otherwise (including negligence) arising from or connected to the Platform, Services, the Collective Content, the transaction Requests, the transactions, the use of Surface Pattern Design or its Members.
- Any liability to you for loss or damage of any kind arising out of these Terms, the Platform, Services, the Collective Content, the transaction Requests, the transactions, the use of Surface Pattern Design or our Members or in connection with the relationship established by any of them is reduced to the extent (if any) that you cause or contribute to the loss or damage. This reduction applies whether our liability is in contract, tort (including negligence), under any statute or otherwise.
- In any event, Patternfield’s liability under any warranty and whether in negligence or not, shall not exceed the price of any Transaction Fees paid to Patternfield.
- YOU ASSUME ALL RESPONSIBILITY FOR YOUR USE OF THE PLATFORM, SERVICES, THE COLLECTIVE CONTENT, THE TRANSACTION REQUESTS, THE TRANSACTIONS, THE SURFACE PATTERN DESIGN AND INTERACTIONS BETWEEN MEMBERS AND YOU INDEMNIFY AND HOLD HARMLESS PATTERNFIELD, AND ANY OF ITS ASSIGNS, AGENTS OR EMPLOYEES AGAINST ANY CLAIMS, LAWSUITS, DAMAGES, AND EXPENSES (INCLUDING BUT NOT LIMITED TO SOLICITOR’S FEES ON AN INDEMNITY BASIS)
- Patternfield reserves the right, in its sole discretion, to amend these Terms and/or the Platform at any time. Any such amendments will be effective as soon and from the commencement of the later of the following calendar month or conclusion of a current Transaction. By continuing to access or use the Platform after these Terms have been modified, you agree to be bound by the amendments to these Terms.
- Any release, warranty, indemnity and/or acknowledgement provided by a Member under these User Terms is provided for the benefit of Patternfield even where such provision is expressed for the benefit of another User of the Platform.
- If the whole or any part of a provision of these Terms is void, unenforceable or illegal in a jurisdiction it is severed for that jurisdiction. The remainder of these Terms has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of these Terms or is contrary to public policy.
- Any sum owing between the parties or any provision that is intended to survive termination of these Terms shall survive termination and shall remain enforceable thereafter.
- These Terms are governed by the laws of ACT in the Commonwealth of Australia. Each party submits to the non-exclusive jurisdiction of the courts of that place.
In these Terms:
- “Transaction” means a Transaction Request for Surface Pattern Design that has been accepted by a Designer.
- “Transaction Fee” means the Fees payable by the Buyer to Patternfield for the provision of the Services, being 10% of the Buyout Fee and as displayed during the transaction process.
- “Subscription Fee” means the Fees payable by the Designer to Patternfield for the provision of the Services, being: - an ongoing monthly subscription and/or, - an ongoing annual subscription.
- “Offer” means a request raised by a Buyer via the Platform for Buyout or License of Surface Pattern Design.
- “Collective Content” means Material and Member Content.
- “Surface Pattern Design” means the image Surface Pattern Design listed on the Platform by a Designer for Buyout or License to Buyers.
- “Buyout Fee” means the fees payable by the Buyer to the Designer, as updated or agreed from time to time in consideration of the Designer providing the Surface Pattern Design.
- “GST” has the meaning it has in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
- “Intellectual Property” means any and all items in which Intellectual Property Rights subsist, existing now or in the future and whether or not registered or registrable in connection with the Materials and/or the Member Content as the context requires.
- “Intellectual Property Rights” means all current and future registered and unregistered rights and all renewals and extension of those rights in respect of copyright, marks, trade secrets, know-how, confidential information, patents, inventions and discoveries and all other intellectual property as defined in Article 2 of the Convention establishing the World Intellectual Property Organisation 1967.
- “Member” means a person or entity that signs-up to the Platform including but not limited to Designers and Buyers.
- “Member Content” means all content that a Member posts, uploads, publishes, submits, transmits, and includes in their Transaction Request, Transaction or otherwise.
- “Designer” means a Member who provides the Surface Pattern Design to Buyers via the Platform.
- “Policy” means a policy displayed on the Site from time to time.
- “Buyer” means a Member who requests to Contact, Buyout or license Surface Pattern Design from an Designer.
- “Tax” or “Taxes” means any sales tax, GST, transient occupancy taxes, accommodation or lodging taxes, fees, that a party may be required by law to collect and remit to governmental agencies, and other similar municipal, state, federal and national indirect or other withholding and personal or corporate income taxes.
Version: Version 3 - May 2023