Terms of Service
- 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, social media accounts, applications, software and other technological means (Platform), as well as in connection with any direct communication between you and Patternfield.
- In these User Terms “you” or “your” means any unregistered user of the Platform or any Member 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), whether or not you become a Member or user of the Services. 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.
- If you are using the Patternfield App as a representative of an entity, you are agreeing to the agreement on behalf of that entity.
- 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.
- 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).
- 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 creating an Account, 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 an 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”.
- 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 and/or Buyer.
- 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.
- Designers who provide Surface Pattern Designs in their individual capacity must register in their own names. Where a company or business with Surface Pattern Designs wishes to register, a company or business representative must register in their own name and may be invited to add the business name to their profile on the Platform.
- Where applicable, Designers may provide a valid ABN and where they are registered for GST, a valid ABN number.
- You acknowledge and agree that:
- if you wish to purchase a Design or a licence to use and reproduce a Design, you must contact the Designer using the contact details specified on the Designers Profile; and
- unless you have the Designer’s express written consent:
- you will not copy, adapt, reproduce, sell, exploit, licence, lease, distribute, disclose, distribute or otherwise exploit a Design displayed on, or via, the Patternfield App; and
- you will diminish the rights of the Designer in the Designs or adversely affect the Designer’s rights in the Designs.
- The Buyer acknowledges and agrees that, to the maximum extent permitted by Relevant Laws:
- we make no representations, warranties or guarantees in relation to the standard, availability, reliability, accuracy, currency, or quality of the Patternfield App, the Designs, or any other ancillary products or services which may be made available to a Buyer on, or via, the Patternfield App. You acknowledge that the Patternfield App, the Designs, or any other ancillary products or services made available to you on, or via, the Patternfield App are provided ‘as is’; and
- it is your responsibility to determine whether the Designs displayed or listed, on or via, the Patternfield App, meet your specific needs, or are otherwise suitable for the purposes for which they are used or purchased.
- If the Buyer fails to comply with this clause, Patternfield may, at our absolute discretion and with or without notice to the Buyer, restrict, suspend or terminate the Buyer’s Account or the Buyer’s access to, or use of, the Patternfield App.
- The Buyer acknowledges that Patternfield may, at our absolute discretion, disclose to a Designer your contact details and the date and times you visited their Design Listings on the Patternfield App if a Designer lodges a bona fide complaint with us that you have used, copied or reproduced their Designs without their express consent.
- By advertising, publishing, displaying or listing Designs to be licensed or sold on your Designer Profile (Design Listing), you warrant that at all times:
- you are owner of the Design (or you an authorised agent acting on behalf of the owner of the Design) and that the Design is an original work;
- nothing in the Design Listings will cause you or us (or anyone else) to breach any Relevant Laws;
- no Design Listing is or could reasonably be considered to be obscene, inappropriate, defamatory, disparaging, indecent, seditious, offensive, pornographic, threatening, abusive, liable to incite racial hatred, discriminatory, blasphemous, in breach of confidence or privacy or false and misleading;
- the Design Listing does not contain, nor will they cause, any software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
- nothing in the Design Listing would bring Patternfield or Patternfield App, into disrepute or adversely affect the reputation and goodwill of the Patternfield App or Patternfield;
- the Design Listing does not infringe the Intellectual Property Rights or other rights of any person; and
- all information provided by you in relation to the Design Listings are true, complete and accurate. You will immediately update your Designer Profile if any of the Design Listings, details or information you submit or upload to the Patternfield App is inaccurate, incomplete, or out of date. For example, if a Design has been purchased, the Design should be removed from the Designer Profile.
- 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.
- Designers MAY choose to add a fee to their listing and by doing so agree to the clauses within these terms related to transacting on the platform. Designers have no obligation to transact on the platform.
- Buyers may create Transaction Requests. To create a Transaction Request, you will select Surface Pattern Design listed for licensing on the Platform and complete further information as required by the fields of the transaction Request page as amended from time to time. Such information includes how the surface pattern design will be used, nature of deal (license or buyout), Person to whom the Surface Pattern will be transferred to, your Payment Details, and any additional requirements you may have.
- You acknowledge and agree that you alone are responsible for any and all Transaction Requests and Member Content you post.
- Please note that Patternfield assumes no responsibility for a Designers’ compliance with any agreements with or 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 Transaction Request for any reason, including Transaction Requests 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.
- If a Buyers makes a Transaction Request and the transaction is accepted by the Designer, the agreement entered into by the Buyer and Designer is between those parties and Patternfield is not a party to it.
- When a Transaction Request is made it will be open for a Designer to consider and accept or decline.
- If a Designer fails to accept a Transaction Request within 3 days, the transaction Request will be automatically cancelled.
- If a Designer accepts the transaction Request, then the Designer and Buyer agree that the Surface Pattern Design is licensed to the Buyer as specified in the transaction Request.
- A Transaction is subject to any Risk Waiver and/or additional terms described in the Surface Pattern Design Listing and on the Platform, in addition to the generic provisions set out in these User Terms.
- The Designer may, but is not obliged to, provide the Buyer with its own separate 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 transaction 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 that transact on the platform will be required to enter their bank details into the Platform on registration as a Member. This enables Patternfield to disburse Licensing Fees to Designers (Payment Details).
- Buyers will be required to enter their Payment Details during check-out of a Transaction Request. This enables Patternfield to deduct the Licensing Fee from Buyers (also Payment Details).
- Patternfield uses a third-party payment gateway to collect and disburse payments in accordance with these User Terms.
- Once a Transaction has been accepted, the Platform will charge the License Fee to the Buyer.
- All fees and charges shown on the Platform and identified in these Terms are in Australian Dollars (AUD).
- All prices displayed on Patternfield are GST inclusive (for Australian Designers and Buyers) or otherwise inclusive of sales and other taxes (in other jurisdictions).
- The Platform raises a tax invoice to the Buyer as agent for the Designer in respect of the License Fee.
- Patternfield will include any GST (or sales tax in other jurisdictions) in the License 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 License Fee.
- The Buyer hereby authorises Patternfield to collect and disburse the License Fee in accordance with these User Terms, including on an ongoing recurring basis where applicable.
- To the extent permitted by law, the License Fee is non-refundable and may be immediately paid by Patternfield to the Designer (less the transaction Fee).
- Patternfield will release the License Fees (less the transaction Fee) received from the Buyer to the Designer once the Buyer has confirmed receipt of the design files OR within seven (7) days of the Designer delivering the Design files to the Buyer. 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 License 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.
- Patternfield is not responsible for collection of the License 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 License 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.
- We do not charge a Buyer a fee to download, access and use the Patternfield App.
- If you are a Designer, we will charge you a monthly or annual subscription fee to access and use the Patternfield App as displayed or published on the Patternfield App (Subscription Fee).
- The Subscription Fee displayed on the Patternfield App are current at the time of issue, and are subject to change. The fees payable under this agreement, the availability of any Design Listings and any other ancillary products or services made available to you on, or via, the Patternfield App, these are subject to change at any time.
- Patternfield will charge a Transaction Fee to Designers that transact on the platform (i.e. the facilitation of a Transaction between Designer and Buyer using the Platform).
- 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 License Fee from a Buyer, the transaction Fee remains due and payable to Patternfield.
- All prices displayed on Patternfield are GST inclusive (for Australian Designers and Buyers) or otherwise inclusive of sales and other taxes (in other jurisdictions).
- The Platform raises a tax invoice to the Designer in respect of the transaction Fee.
- The Designer hereby authorises Patternfield to collect and disburse the transaction Fee in accordance with these User Terms, including on an ongoing recurring basis where applicable.
- The Subscription Fee and all other fees payable under this agreement are in Australian Dollars and are inclusive of Taxes.
- To the maximum extent permitted by Relevant Laws, you agree that the Subscription Fees payable under this agreement are non-refundable.
- You must pay the Subscription Fee and all other fees owing under this agreement by credit or debit card (Visa or Mastercard), Apply Pay, Google Pay or Paypal. We use Third Party Payment Processors to process payments made to us. By making payment of the Subscription Fees or any other amounts owing to us under the agreement, you agree to provide the Third Party Payment Processors with accurate and complete billing information, and you authorise us to share billing information with our Third Party Payment Processors for the purpose of processing your payment.
- We may, at our absolute discretion and without notice to you, change the payment methods that can be used to access and use the Patternfield App at any time.
- We reserve the right to vary Subscription Fee by posting these changes on the Patternfield App. If the Designer does not agree to these changes, the Designer may terminate the agreement no later than 14 days after the Designer has received notice of the new Subscription Fee. If we do not receive the written notice within 14 days, the Designer will have deemed to have accepted the new Subscription Fee.
- 67 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.
- The Surface Pattern Design is provided to the Buyer as subject to any conditions imposed by the Designer.
- The Designer must not release the Surface Pattern Design to the Buyer until such time as full payment of the transaction Fee has been received from the Buyer.
- Risk in each piece of Surface Pattern Design passes to the Buyer upon collection from the Designer or despatch of the Surface Pattern Design from the Designer. The Buyer hereby releases and indemnifies the Designer in respect of the Buyer’s use of the Surface Pattern Design save and except in the event of the Designer’s gross negligence. Buyers indemnify the Designer and/or Patternfield for all injury and/or damage caused or contributed to by the Buyer to persons and property in relation to the Surface Pattern Design and its operation and Buyers have adequate insurance to cover all liabilities incurred because of the use of the Surface Pattern Design.
- Subject to any default in the observance or performance of any of the terms and conditions, the Buyer may peaceably possess and enjoy the Surface Pattern Design during the hire period without any interruption or disturbance from the Designer.
- Upon default by a Buyer of the due performance or observance of any other obligation under these User Terms, including becoming insolvent or unable to pay your debts as and when they fall due, the Designer may by notice in writing to you enter upon your premises to remove any of the Surface Pattern Design and for this purpose you shall afford the Designer all reasonable assistance to locate and take possession of the Surface Pattern Design.
- Buyers must not sell, transfer, on-license or otherwise deal with the Surface Pattern Design other than as contemplated by these User Terms.
- Buyers acknowledge that they are familiar with the risks associated with the Surface Pattern Design.
- Buyers must not use the Surface Pattern Design other than for its intended purpose unless agreed as a specified use in writing by the Designer.
- Where the Buyer breaches a provision of these User Terms, in respect of a Transaction, the Designer may at its discretion charge the Buyer:
- License Fees payable (present or remaining Transaction Period) or potentially foregone because of the damage or inactivity of the Surface Pattern Design plus an administration charge of 20%, together with interest, enforcement costs and expenses.
- Nothing in the preceding clauses inhibits or otherwise prevents the Designer from pursing the Buyer to the full extent of loss and damage suffered by the Designer.
- Any charges may be applied by the Designer and/or Patternfield in accordance with the Payment details.
- Buyers cannot cancel during their fixed Transaction Period, without the consent of the Designer, which may be withheld.
- The Buyer agrees and acknowledges that the charging of the License Fee and any other fees under these User Terms reflects the loss suffered by the Designer in setting aside the Surface Pattern Design for the Buyer
- 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;
- 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 creating an Account on, or via, the Patternfield App, you grant us for the Term a royalty-free, non-exclusive, transferable and worldwide licence to use your Designer Profile or Buyer Provider Profile (as the context permits), including any content and Design Listings you create, publish or post on, or via, the Patternfield App, for the purpose of providing you with access to, and use of the Patternfield App.
- 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.
- You acknowledge that the Patternfield App may contain third party content or content that may link to other websites tools, links, applications, services, products or resources on the Internet. These websites, tools, links, applications, services, products or resources are not under our control and are not maintained by us. We are not responsible for the content of those websites, tools, links, applications, resources, products or services, and accept no responsibility for them or for any loss or damage that may arise from your use of them (notwithstanding anything else contained herein). We only provide links to third party websites, applications or tools for your information and convenience.
- Links, references or other connections to these websites, tools, applications, resources, products or services do not imply any endorsement of them or any association with their owners, operators or advertising material (as the context permits).
- Your linking to or from these sites, or use of, or reliance on, such websites, resources, products or services is at your own risk. You should carefully review the terms and conditions and privacy policies of all off-site pages and other websites or third-party suppliers that you visit or transact with.
- 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.
- 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 sum of $100.
- 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.
- We will have no liability to you (whether you are a Designer and Buyer) or anyone else under this agreement if we are prevented from or delayed in performing our obligations under this agreement or otherwise, or are otherwise prevented from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control.
- Such events include strikes, lock-outs or other industrial disputes, pandemics, epidemics, mandatory government shut-downs or lockdowns, failure of a utility service or transport or telecommunications network, acts of God, natural disasters, epidemics, sabotage, war, riot, civil commotion, computer hacking, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, pandemics, epidemics, mandatory government lock-downs or default of hosting or data centre providers or other suppliers or sub-contractors, shortage of suppliers, equipment and materials (Force Majeure Event).
- By accessing and using the Patternfield App, you accept that communication with us will be mainly electronic. We will contact you by email, SMS or provide you with information by posting notices on the Patternfield App.
- You acknowledge that all contracts, notices, information and other communication (notices) we may provide electronically comply with any legal requirements that such documents be in writing.
- Notice will be deemed received and properly served immediately when posted on the Patternfield App or 24 hours after a notice is sent to you. As proof of service, it is sufficient that the email was sent to the email address specified by you in your Account Settings.
- 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.
- “Transaction” means a Transaction Request for a Surface Pattern Design that has been accepted by a Designer.
- "Subscription Fee” means the Fees payable by the Designer to Patternfield for the provision of the Services, being:
- an ongoing monthly or annual subscription
- “Transaction Fee” means the Fees payable by the Designer to Patternfield when a surface pattern design transaction is completed on the platform; being:
- Payment processor fees + 1% as displayed during the transaction process, as updated from time to time in accordance with any increase in the License Fee.
- “Transaction Request” means a request raised by the Buyer via the Platform for the purchase of a Surface Pattern Design.
- “Transaction Request Period” means the time period starting from the time when a Transaction Request is made by a Buyer, within which an Designer may decide whether to confirm or reject that Transaction request, as stated on the Platform. Different Transaction Request Periods may apply in different places.
- “Collective Content” means Material and Member Content.
- “Surface Pattern Design” means the image Surface Pattern Design listed on the Platform by a Designer for license to Buyers.
- “License Fee” means the fees payable by the Buyer to the Designer via the platform, 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 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.
TRANSACTION AND PAYMENT PLATFORM
TERMS OF SERVICE
PLATFORM INTELLECTUAL PROPERTY
SURFACE PATTERN DESIGN LISTINGS
TITLE TO SURFACE PATTERN DESIGN
USE OF SURFACE PATTERN DESIGN
PLATFORM USE OBLIGATIONS
THIRD PARTY LINKS
WARRANTY AND LIABILITY
In these Terms:
Version: Version 2 - 17 October 2022