Terms

WOVNS Terms

Listed below, is a basic summary of the terms for the Designer Agreement, the full DESIGNER AGREEMENT and the WOVNS TERMS OF USE.

Designer Agreement Summary

  • WOVNS gives users the option to be considered for the WOVNS Collection when he / she uploads a design file for woven production. The WOVNS Collection is our offering of textiles and products available for purchase on the WOVNS website, listed under Products. This collection is offered to individuals and the A&D community.
  • This option is specified by checking the box with the title, “Please consider my design for the WOVNS Collection”, on the Submit Design page.
  • By checking this box, you are agreeing to be considered for the WOVNS Collection. If selected, WOVNS acquires exclusive rights to the design, and you will receive a 12 percent royalty on all yardage and products sold using your design. Your name will always be associated with your design, thereby recognizing you as the artist and /or designer.
  • You are also agreeing to allow WOVNS the non – exclusive right to feature your design on the WOVNS website or affiliate sites, independent of being selected for the WOVNS Collection.
  • Royalty payments are made on a quarterly basis or as otherwise specified.
  • You are acknowledging that your design is 100% yours, that WOVNS is not liable in the event of a claim of copyright infringement and can hold your responsible in the event of such a claim.
  • WOVNS may terminate the agreement at any time.

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DESIGNER AGREEMENT

By checking the box titled, “Please consider my design for the WOVNS Collection”, on the Submit Design page, this Designer Agreement (this “Agreement”) is entered into by and between WOVNS, LLC (“Wovns”) and you (“You” or “Designer”) as the designer of custom fabric designs who is subscribing or otherwise using the Wovns site and services, whether or not you actually make or sell any goods or services in connection with your use of the Wovns site or services. Your use of the Wovns website (www.wovns.com) (the “Website”) and any other Wovns services (collectively, the “Wovns Services”), will at all times be governed by this Agreement and Wovns’ Privacy Policy and Website Terms and Conditions, as each may be updated from time to time on the Website (collectively, the “Designer Terms and Conditions”).

Wovns has created an online marketplace to connect makers of custom fabric designs (the “Designs”) with users of the Website who wish to buy fabric using the Designs, such fabric being available for sale on the Website (“Buyers” and, together with You and the other designers, “Users”). You own Designs uploaded to the Website on Your account or otherwise submitted by You to Wovns. You wish to provide Wovns with the Designs and Wovns wishes to manufacture and distribute the Designs and provide any other Wovns Services as provided in the Designer Terms and Conditions or the Website. In consideration of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:

GRANT OF LICENSE; OWNERSHIP

  1. You hereby grant to Wovns a non-exclusive, irrevocable, perpetual, worldwide right and license to use the Designs uploaded to the Website on Your account or otherwise submitted by You to Wovns in connection with the Website and Wovns business, including without limitation for fund raising, or promoting and redistributing part or all of the Website (and derivative works thereof) in any media now known or hereafter developed. Pursuant to Section 3.2 such license shall become exclusive to Wovns if the Design has joined the Wovns Collection.
  2. You hereby represent and warrant that (i) You have the full power and authority to enter into and perform this Agreement; (ii) You own the Designs and have the right to license the rights hereby granted; (iii) the Designs do not infringe upon the intellectual property rights of any third party; and (iv) that the execution and delivery of this Agreement will not result in a violation of, or breach under, any agreement to which You are a party or by which it may be bound and there is no contract, agreement or understanding with any other person, firm or corporation which would interfere with the obligations assumed by Wovns hereunder.
  3. You retain all of your ownership rights in your Designs unless your Design has joined the “Wovns Collection”, after which point your Design is exclusive to Wovns.

ROYALTY

  1. Fabric Royalty. In consideration of the license to the Designs granted to Wovns herein, Wovns shall pay to Designer 12% of Net Sales of Designs sold at a minimum of 1 yard (“Fabric Royalty”). “Net Sales” shall mean the actual price paid by a Buyer to Wovns for fabric using the Designs through a transaction on the Website or via Wovns wholesale, excluding taxes, shipping or delivery costs and net of any returns or discounts by a Buyer. This Fabric Royalty applies only to direct purchases by a Buyer of fabric available for sale on the Website or via Wovns wholesale, that incorporates the Designs, and no other indirect uses of the Designs. If there are no sales then the license grant in Section 1.1 hereof shall be royalty-free.
  2. Royalty payments shall be made by Wovns on a quarterly basis, and for the Fabric Royalty effective after initial yardage covering the cost of production has been sold, in such manner as Wovns may determine and communicate to Designer from time to time.
  3. The Designer’s name will always be associated on the Website and /or additional marketing materials with his or his / her applicable Designs.
  4. Product Royalty. In addition to the Royalty that Designer is eligible to receive in accordance with Section 2.1 of the Designer Agreement, Designer may also be eligible to receive a royalty in the amount of 12% of Designer Product Sales (“Product Royalty”). “Designer Product Sales” shall mean the retail price paid, as indicated on the Website or via Wovns wholesale, by a Buyer in sales transactions made directly through the Website via Wovns wholesale, of a Product that incorporates Designer’s custom fabric design (“Design”). “Product” shall mean tangible personal property created by Wovns from fabrics available on its Website and such property is commercially available for sale via Wovns’ Website. If there are no Designer Product Sales, then the license grant in Section 1.1. of the Designer Agreement shall be royalty-free.

TERMINATION

  1. Wovns may terminate this Agreement at any time by written notice . If the Design has joined the Wovns Collection, then the license set forth in Section 1 hereof shall continue until the Design is no longer in production by Wovns and You shall receive the Royalty as provided in Section 2.
  2. You may withdraw a Design, delete a Design from your account or cancel Your Website account at any time, provided, however, that (i) You shall remain bound by the Designer Terms and Conditions and (ii) if the Design has joined the Wovns Collection, then the license set forth in Section 1 hereof shall continue on an exclusive basis until the Design is no longer in production by Wovns and You shall receive the Royalty as provided in Section 2.
  3. Wovns may determine in its sole discretion to terminate development of any Design for or within the Wovns Collection. Upon any such termination by Wovns then, except as set forth in Section 3.1 or 3.2 hereof, the non-exclusive license granted by Designer in Section 1 shall hereby terminate.

DESIGNER COVENANTS

  1. You agree to comply with all applicable domestic and international laws when using and in relation to Wovns services or the Website.
  2. All identity information associated with Designer or Your account on the Website must be real and verifiable. You shall at all times ensure that the information associated with Your account is accurate and updated. Wovns may validate Designer information at any time. You shall reasonably cooperate with any such verification efforts, including but not limited to providing to Wovns upon request government or legal documents that confirm Your identity.
  3. You are solely responsible for ensuring and maintaining the secrecy and security of Your account information and password. You agree not to disclose Your password to, or allow the use of Your account by, any third party. You agree that You shall be solely responsible for any use of the Your account or password, whether or not You authorizes such use.

INDEMNIFICATION

  1. You agree to indemnify and hold Wovns and Wovns’s parents, subsidiaries, affiliates, officers, directors, consultants, suppliers, contractors, agents and employees harmless from any loss, expense, and damage, including but not limited to reasonable attorneys’ fees, arising out of or relating in any way to any claim or demand made, asserted, or threatened by any other person or entity and that arises out of or relates to Your conduct or failure to act, Your use of Wovns Services or the Website, including but not limited to claims or demands relating to Your breach of this Agreement, violation or alleged violation of others’ intellectual property rights, violation or alleged violation of any other rights of another, and violation or alleged violation of any law or regulation.

LIMITATION OF LIABILITY

  1. IN NO EVENT SHALL WOVNS, OR ITS SUBSIDIARIES, PARENTS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, CONTRACTORS, OR SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, OR INCIDENTAL, ARISING OUT OF OR RELATING TO YOUR USE OF WOVNS’S SERVICES OR THE WEBSITE, THE CONDUCT OF ANY USER (WHETHER TORTIOUS OR OTHERWISE) IN CONNECTION WITH THE USE OF THE WEBSITE BY YOU OR ANY OTHER USER, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, AND EMOTIONAL DISTRESS. TO THE EXTENT WOVNS IS EVER DETERMINED TO BE LIABLE TO YOU NOTWITHSTANDING THE FOREGOING, YOU AGREE THAT WOVNS’S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF WOVNS’S SUBSIDIARIES, PARENTS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, CONTRACTORS, OR SUPPLIERS, SHALL BE LIMITED TO THE GREATER OF (A) THE AMOUNT OF ROYALTIES PAID TO YOU IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) $100. THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF WOVNS IS ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES, AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL WOVNS BE LIABLE TO YOU, AND YOU WAIVE ANY RIGHT TO SEEK FROM WOVNS, CONSEQUENTIAL OR SPECIAL DAMAGES.

WARRANTY DISCLAIMER

  1. WOVNS MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH REGARD TO WOVNS’S SERVICES, WORK PRODUCTS, WOVNS RESOURCES, THE WEBSITE, ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT OR BUSINESS CONDUCTED OR PURCHASES MADE WITH THE ASSISTANCE OF WOVNS, ALL OF WHICH ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WOVNS DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN ADDITION, YOU AGREE THAT NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM WOVNS SHALL CREATE ANY WARRANTY OF ANY KIND NOT EXPRESSLY MADE HEREIN.

RELEASES

  1. You agree that by entering into this Agreement, You, for Yourself and Your predecessors, successors, and assigns (together, the “Designer Releasors”), releases and forever discharges Wovns and its predecessors, successors, assigns, agents, officers, directors, employees, subsidiaries, parents, affiliates, attorneys, contractors, and suppliers (together, the “Wovns Releasees”) from and against all actions, causes of action, claims, suits, debts, damages, judgments, liabilities, rights, contracts, obligations, and demands, whether now known or unknown, liquidated or unliquidated, that any of the Designer Releasors has, may have, has asserted, or could have asserted, of any nature and relating to any subject, excluding the right of Design to enforce this Agreement according to its terms.
  2. In addition, without limiting the generality of the foregoing, You, for the Designer Releasors, specifically releases and forever discharges the Wovns Releasees from and against all actions, causes of action, claims, suits, debts, damages, judgments, liabilities, rights, contracts, obligations, and demands, whether now known or unknown, liquidated or unliquidated, that any of the Designer Releasors has, may have, has asserted, or could have asserted, of any nature arising out of or in any way connected with any disputes You may have with any other User of the Website.
  3. In addition, You agree that each time You log into or use the Website, You thereby reaffirm and restate the releases in the previous two paragraphs, such that You are, upon each log in or use, on behalf of the Designer Releasors, releasing and forever discharging the Wovns Releasees from and against all actions, causes of action, claims, suits, debts, damages, judgments, liabilities, rights, contracts, obligations, and demands, whether known or unknown, liquidated or unliquidated, that any of the Designer Releasors has, may have, has asserted, or could have asserted, of any nature and relating to any subject, through the date of such log in or use, excluding the right of You to enforce this Agreement according to its terms.

MODIFICATIONS

  1. Wovns may modify the Agreement at any time, in its sole discretion, by posting an amended Agreement on the Website. Unless otherwise indicated on the Website, any modifications shall be effective immediately. You agree that any such modifications shall be effective and that Your continued use of the Website after any modification will be governed by the modified Agreement. Wovns may, but in no event shall it be required to, provide you notice of any modification by email or other form of communication. Except modifications that Wovns makes pursuant to this Section, or as otherwise agreed between You and Wovns in a writing signed by both You and Wovns, no other modifications to this Agreement shall be permitted.

GOVERNING LAW; ARBITRATION

  1. Choice of Law. This Agreement shall be interpreted and governed by the internal laws of the Commonwealth of Massachusetts, without regard to conflict of laws principles.
  2. Arbitration. ALL DISPUTES CONCERNING OR ARISING OUT OF THIS AGREEMENT, INCLUDING WHETHER A DISPUTE IS SUBJECT TO ARBITRATION, SHALL BE RESOLVED BY BINDING ARBITRATION BEFORE A SINGLE ARBITRATOR AND ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), USING THE THEN-CURRENT APPLICABLE AAA RULES. THE LOCATION OF THE ARBITRATION SHALL BE THE AAA OFFICE IN BOSTON, MASSACHUSETTS, OR ANOTHER LOCATION IN BOSTON, MASSACHUSETTS CHOSEN BY THE AAA OR THE ARBITRATOR. THE FEDERAL ARBITRATION ACT, AS IN EFFECT AT THE TIME OF ANY ARBITRATION DEMAND, SHALL APPLY TO ANY ARBITRATION PURSUANT TO THIS AGREEMENT.THE PARTIES SHALL EACH BEAR THEIR OWN EXPENSES RELATED TO ANY ARBITRATION. THE COSTS OF THE ARBITRATION TRIBUNAL, INCLUDING BUT NOT LIMITED THE ARBITRATOR’S AND THE AAA’S FEES, SHALL BE SHARED EQUALLY BETWEEN THE PARTIES, REGARDLESS OF WHICH PARTY PREVAILS. EACH PARTY TO THE ARBITRATION SHALL BEAR ITS OWN LEGAL FEES, REGARDLESS OF WHICH PARTY PREVAILS. THE ARBITRATOR SHALL NOT AWARD ANY MULTIPLE OR PUNITIVE DAMAGES, REGARDLESS OF WHICH PARTY PREVAILS. NOTWITHSTANDING ANYTHING TO THE CONTRARY PERMITTED BY THE APPLICABLE RULES OF THE AAA, ANY ARBITRATION PURSUANT TO THIS AGREEMENT SHALL INVOLVE YOU AND WOVNS ONLY IN THEIR INDIVIDUAL CAPACITIES, SHALL NOT BE CONSOLIDATED WITH ANY OTHER ARBITRATIONS, AND SHALL NOT BE ARBITRATED AS A CLASS OR OTHER FORM OF REPRESENTATIVE ACTION. YOU AGREE NOT TO PARTICIPATE IN ANY ARBITRATION RELATED TO OR ARISING FROM THIS AGREEMENT AS A CLAIMANT OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. ANY ACTION TO CONFIRM AN ARBITRATION AWARD PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION WITHIN SUFFOLK COUNTY, MASSACHUSETTS. WOVNS AND YOU AGREE TO SUBMIT TO THE JURISDICTION OF ANY SUCH COURT, WAIVING ANY OBJECTION BASED ON PERSONAL JURISDICTION OR VENUE. AT LEAST FORTY-FIVE (45) DAYS PRIOR TO EITHER PARTY INITIATING ANY ARBITRATION PURSUANT TO THIS AGREEMENT, THAT PARTY SHALL SEND TO THE OTHER PARTY A WRITTEN DEMAND DESCRIBING THE NATURE OF THE DISPUTE AND SETTING FORTH A PROPOSED RESOLUTION. THE PARTIES SHALL THEN ATTEMPT TO NEGOTIATE IN GOOD FAITH TO RESOLVE THE DISPUTE.

SURVIVAL

  1. In the event that this Agreement is terminated, the following Sections shall survive any such termination and remain in effect: 1 (Grant of License; Ownership), 3.2, 5 (Indemnification), 6 (Limitation of Liability), 7 (Warranty Disclaimer), 8 (Releases), 10 (Governing Law; Arbitration), 12 (Notices) and 13 (Miscellaneous).

NOTICES

  1. You consent to receive communications from Wovns electronically, by email, posting on the Website, or messages to Designer through the Website. You agree that all notices, communications, deliveries, or process shall be deemed delivered to and served on You upon emailing, posting, or sending through the Website, regardless of whether such notices, communications, deliveries, or process actually reach or are read by You. You waive any formal service or hard-copy delivery rights with respect to any communication, notices, deliveries, or process arising out of or relating to the Website or the Designer Terms and Conditions.

MISCELLANEOUS

  1. Entire Agreement. This Agreement, combined with the Privacy Policy and Website Terms and Conditions, sets forth the entire agreement and understanding of the parties relating to their subject matter and supersede any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between You and Wovns.
  2. No Agency. You understand and agree that You and Wovns are independent entities, and that no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this Agreement, or by the operation of the Website. You further understand and agree that Wovns is independent from all other Users, and that no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created between Wovns and any other User by virtue of any other User’s agreements with Wovns, or by the operation of the Website.
  3. If any provision of this Agreement is held to be unenforceable, such provision shall be struck and the remaining provisions shall remain enforceable.
  4. Assignment. Wovns may assign this Agreement in its sole discretion. You may not assign this Agreement or any of Your rights or obligations, without Wovns’ prior written consent.
  5. The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim.

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WOVNS TERMS OF USE

1. Your Acceptance

Wovns LLC and its subsidiaries and affiliates (collectively “Wovns.com”) provides service to you subject to the following Terms of Use, which may be updated by us from time to time without notice to you. These Terms of Use constitute a binding agreement between Wovns.com and you governing your use of the Website. By using and/or visiting the www.wovns.com Website or any other Websites owned by Wovns.com (collectively the “Website”), you signify your assent to both these Terms of Use and the Wovns.com Privacy Policy, which is specifically incorporated into the Wovns.com Terms of Use. You are only authorized only to use the Website if you agree to abide by all applicable laws and to these Terms of Use. Please read these Terms of Use carefully. If you do not agree to these Terms of Use, please do not use the Website. 

2. Website Access

Wovns.com hereby grants you permission to use the Website as set forth in these Terms of Use, provided that: (i) your use of the Website as permitted is solely for your personal, noncommercial use; (ii) you will not copy or distribute any part of the Website in any medium without Wovns.com’s prior written authorization; (iii) you will not alter or modify any part of the Website other than as may be reasonably necessary to use the Website for its intended purpose; and (iv) you will otherwise comply with the terms and conditions of these Terms of Use.

In order to access some features of the Website, you will have to create an account. You are not allowed to use another user’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You may change your password at any time by updating your Account Settings page. In addition, you agree to immediately notify Wovns.com of any unauthorized use of your password or account or any other breach of security. Wovns.com cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 2.

By registering with Wovns.com, you represent that you are of legal age to form a binding contract and are not a person barred by any laws from using the Wovns.com Website. You agree to provide true, accurate, current and complete information about yourself in all required fields of the registration form. If any of your information changes, you agree to update your registration information as soon as possible. If Wovns.com suspects that your registration information is not complete, current, or accurate, or that you have otherwise violated these Terms of Use, your account may be subject to suspension or termination, and you may be barred from using the Wovns.com Website.

You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” or similar technological devices or programs, that access the Website in a manner that sends more request messages to the Wovns.com servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, Wovns.com grants the operators of public search engines permission to use spiders to copy materials from the Website for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. Wovns.com reserves the right to revoke these exceptions either generally or in specific cases, in its sole discretion.

You agree not to collect or use any personally identifiable information (“Personal Information”) including without limitation account names, email addresses, or other User Submissions (as defined below), from the Website, nor use the communication systems provided by the Website for any commercial solicitation purposes, including without limitation to solicit, for commercial purposes, any users of the Website.

3. The Wovns.Com Website

These Terms of Use apply to all users of the Website, including users who contribute information, ideas, and other materials or services on the Website. The Website may contain links to third party websites that are not owned or controlled by Wovns.com. Wovns.com has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. By using the Website, you specifically release Wovns.com from any and all liability arising from your use of any third-party website. 

4. Intellectual Property Rights

The content on the Website, except all User Submissions (as defined below), including without limitation, the text, graphics, and photos created by and for Wovns.com, interactive features (“Content”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to Wovns.com, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Content on the Website is provided to you as is for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purpose whatsoever without the prior written consent of Wovns.com or as expressly provided herein. Wovns.com reserves all rights not expressly granted in and to the Website and the Content contained therein.

You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of User Submissions (as defined below) of third parties obtained through the Website for any commercial purposes. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained thereon. You agree not to circumvent, disable or otherwise interfere with security related features of the Website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Website or the Content therein.

5. User Submissions

The interactive nature of uploads and *postings (*public posting is not currently available but may be in the future) on Wovns.com makes it impossible for us to assume responsibility for any of the materials uploaded or *posted by users. The ideas, suggestions, opinions, comments, and observations made by Wovns.com users, and any text, data, photographs, video, music, sound, chat, messages, files or other material provided to us by users (all of which are referred to as “User Submissions”) are not endorsed by Wovns.com, and we make no guarantee regarding the reliability, accuracy, or quality of any User Submission that is uploaded or posted on the Website. You acknowledge that you will evaluate and bear any risks related to your use of any User Submission, including any reliance on the accuracy, completeness, or usefulness of such User Submission. All User Submissions uploaded and / or *posted to the Website are the sole responsibility of the person who originally posted the User Submission, and your sole recourse for any damage you may suffer as a result of User Submissions shall be to such individual.

You shall be solely responsible for your own User Submission and the consequences of posting or publishing them. You retain all of your ownership rights in your User Submissions. Only by checking the box titled,”Please consider my design for the WOVNS Collection”, on the Submit Design page, plus submitting the User Submissions to Wovns.com:

  1. You hereby grant to Wovns a non-exclusive, irrevocable, perpetual, worldwide right and license to use the Designs uploaded to the Website on Your account or otherwise submitted by You to Wovns in connection with the Website and Wovns business, including without limitation for fund raising, or promoting and redistributing part or all of the Website (and derivative works thereof) in any media now known or hereafter developed. Pursuant to Section 3.2 such license shall become exclusive to Wovns if the Design has joined the Wovns Collection.
  2. You hereby represent and warrant that (i) You have the full power and authority to enter into and perform this Agreement; (ii) You own the Designs and have the right to license the rights hereby granted; (iii) the Designs do not infringe upon the intellectual property rights of any third party; and (iv) that the execution and delivery of this Agreement will not result in a violation of, or breach under, any agreement to which You are a party or by which it may be bound and there is no contract, agreement or understanding with any other person, firm or corporation which would interfere with the obligations assumed by Wovns hereunder.
  3. You retain all of your ownership rights in your Designs unless your Design has joined the “Wovns Collection”, after which point your Design is exclusive to Wovns, and you receive a royalty. See Designer Agreement above.

If you choose to upload and / or *post (*public posting is not currently available but may be in the future) User Submissions on Wovns.com Web pages, we require that you adhere to generally accepted rules of etiquette and standards of behavior, and that your use of Wovns.com reflects your respect for the legal rights of users connected with Wovns.com. You understand that Wovns.com does not guarantee any confidentiality with respect to any User Submission.

Wovns.com expressly disclaims any and all liability in connection with User Submissions. Wovns.com reserves the right to remove Content and User Submissions in its sole discretion and without prior notice. Wovns.com also reserves the right to terminate a user’s access to the Website at any time in its sole discretion and without prior notice.

6. Copyright Infringement

Wovns.com respects the intellectual property of others, and we ask our users to do the same. Thus, in your use of and interactions with Wovns.com and the Website, you may not post, modify, distribute, or reproduce in any way any User Submission that is copyrighted material belonging to others, without obtaining their prior written consent. This specifically includes the submission of a textile graphic and/ or woven design. Wovns.com reserves the right, in its discretion, to remove any User Submission if we believe it may infringe the copyright rights of others, and/or to terminate the accounts of users who we believe to be infringers.

If you believe that your work has been copied or posted on the Website in a way that constitutes copyright infringement, you will need to send a written communication that includes substantially the following (please consult your legal counsel or see Section 512(c)(3) of the Copyright Act to confirm these requirements):

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site is covered by a single notification, a representative list of such works at that site.

Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material. Providing URLs in the content of an email is the best way to help us locate content quickly.

Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.

A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Such written notice should be sent to our designated agent as follows:

WOVNS, 2716 Haste Street # 6, Berkeley, CA 94704
Email:info@wovns.com @wovns.com

Please also note that under Section 512(f) any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

9. Modifications to the Website

Wovns.com reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part thereof) with or without notice. Wovns.com shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Website. 

10. Termination

Wovns.com may, under certain circumstances and without prior notice, immediately terminate your Wovns.com account and access to the Website and any other Wovns.com services. Cause for such termination shall include, but not be limited to: (a) breaches or violations of the Terms of Use other incorporated agreements or guidelines; (b) requests by law enforcement or other government agencies; (c) a request by you (self-initiated account deletions); (d) discontinuance or material modification to the Website (or any part thereof); (e) unexpected technical or security issues or problems; (f) extended periods of inactivity; (g) engagement by you in fraudulent or illegal activities; and/or (h) nonpayment of any fees owed by you in connection with the Website or any other Wovns.com product. Termination of your Wovns.com account includes: (a) removal of access to all pages within the Website; (b) deletion of your password and all related information, files and materials, including User Submissions associated with or inside your account (or any part thereof); and (c) barring of further use of the Website. Further, you agree that all terminations for cause shall be made in Wovns.com’s sole discretion and that Wovns.com shall not be liable to you or any third party for any termination of your account, any associated email address, or access to the Website. 

11. Warranty Disclaimer

You agree that your use of the website shall be at your sole risk. To the fullest extent permitted by law, Wovns.com, and any parent, subsidiary, affiliate, director, officer, employee, licensor, distributor, supplier, agent, reseller, owner, or operator of Wovns.com, disclaim all warranties, express or implied, in connection with the website and your use thereof. Wovns.com makes no warranties or representations about the accuracy or completeness of the website’s content or the content of any sites linked to this site and assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content, (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the website, (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein, (iv) any interruption or cessation of transmission to or from the website, (iv) any bugs, viruses, trojan horses, or the like which may be transmitted to or through our website by any third party, and/or (v) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via the website. Wovns.com does not warrant, endorse, guarantee, or assume responsibility for any hyperlinked website or other promotion, and Wovns.com will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services. No advice or information, whether oral or written, obtained by you from threadless.com or through or from the service shall create any warranty not expressly stated in the terms of use. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate. 

12. Limitation of Liability

In no event shall wovns.com, or any parent, subsidiary, affiliate, director, officer, employee, licensor, distributor, supplier, agent, reseller, owner, or operator of t wovns.com, be liable to you for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever resulting from any (i) errors, mistakes, or inaccuracies of content, (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of our website, (iii) any unauthorized access to or use of our secure servers and/or any and all personal information stored therein, (iv) any interruption or cessation of transmission to or from our website, (iv) any bugs, viruses, trojan horses, or the like, which may be transmitted to or through our website by any third party, and/or (v) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of your use of any content posted, emailed, transmitted, or otherwise made available via the website, whether based on warranty, contract, tort, or any other legal theory, and whether or not the company is advised of the possibility of such damages. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

You specifically acknowledge that Wovns.com shall not be liable for user submissions or for any defamatory, offensive, or illegal conduct of any third party and that the risk of harm or damage from the foregoing rests entirely with you.

The website is controlled and offered by Wovns.com from its facilities in the United States of America. wovns.com makes no representations that the website is appropriate or available for use in other locations. Those who access or use the website from other jurisdictions do so at their own volition and are responsible for compliance with local law.

13. Indemnity

You agree to defend, indemnify and hold harmless Wovns.com, and any parent, subsidiary, affiliate, director, officer, employee, licensor, distributor, supplier, agent, reseller, owner, or operator of Wovns.com, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Website; (ii) your violation of any term of these Terms of Use; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Use and your use of the Website. 

14. Ability to Accept Terms of Use

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use, and to abide by and comply with these Terms of Use. Threadless.com is not intended for children under 13. If you are under 13 years of age, then please do not use the Threadless.com Website. 

15. Assignment

These Terms of Use, and any rights and licenses granted hereunder, may not be assigned, transferred, delegated, and sublicensed by you, but may be assigned, transferred, delegated, and sublicensed by Wovns.com without restriction. 

16. Copyright Notice

The Wovns.com Website, Wovns LLC maintains All Rights Reserved and no portion of the Website may be copied, reproduced, transmitted, derived, or otherwise used for any purpose without the prior written permission of Wovns.com. 

17. Trademarks

All of the Wovns.com trademarks are owned by Wovns.com and may not be used for any purpose without the prior written permission of Wovns.com. 

18. General

If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any term of this these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and Wovns.com’s failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. Wovns.com reserves the right to amend these Terms of Use at any time in its sole discretion and without prior notice, which shall take effect upon posting to the Website. It is your responsibility to review these Terms of Use for any changes. Your use of the Website following any amendment of these Terms of Use will signify your assent to and acceptance of its revised terms. You agree that any cause of action arising out of or related to the Website must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred. 

19. Violations of These Terms of Use

Please report any violations of the Terms of Use, including objectionable User Submissions or behavior, to info@wovns.com. Please state the reasons for your concern and provide a link to the User Content or, if appropriate, the behavior in question. Upon receiving such a report of a possible violation, Wovns.com in its sole discretion may investigate the matter and take such action as Wovns.com determines to be appropriate. 

20. Updates to Terms of Use

Terms of Use updated January 30, 2014.