1) SCOPE AND SERVICE

1.1. Stonefree.design is a website (hereinafter “Website”) operated by HENDRIX DESIGN SAGL, with registered office in Lugano, Via Curti, 5 – 6900 – Switzerland, CHE 214.101.660 – legal@stonefree.design  (hereinafter “Stonefree”) providing a business to business online marketplace aiming to (i) put in connection professional Users who want to promote and sell their own artwork/sketch/pattern (hereinafter “Design”) with professional Users willing to buy them; (ii) support each Users in order to properly completing the Design sale transaction; (iii) provide an invoicing service to each Users concerning the Design sale transaction (iv) promote and advertise the Users business and the Design through Stonefree’s marketing agency by online and offline channels. (hereinafter collectively as “Service”).

1.2. Each “Users” (this term means collectively “Vendor”, who sells the Design and “Purchaser”, who buy the Design) have to subscribe and/or pay a guest Vendor fee or Purchaser fee to Stonefree in order to access and use the Service properly (see below the art. 7).

1.3. Stonefree does not have possession and property of Design listed or sold through the Service and uploaded on the Website. Stonefree will generate each invoice between Vendor and Purchaser – in order to properly take care of accounting aspects about transaction and its own fees – in spite of that the sale transaction of Design will be directly between the Users, as Vendor and Purchaser. Stonefree doesn’t act as manufacturer/copyrighter/seller or similar, therefore Stonefree cannot grant any kind of guarantee and/or warranty about the Design uploaded on the Website.

1.4. STONEFREE DOES NOT GUARANTEE, AND CANNOT BE LIABLE, ABOUT EXISTENCE, QUALITY, SAFETY OR LEGALITY AND ACCURACY OF DESIGN UPLOADED ON THE WEBSITE.

1.5. Stonefree provides the Service subject to the following conditions and its own links useful to give Users a correct and proper service (the “Terms”). The Terms are between Users and Stonefree. No other person shall have any rights to enforce the Terms.

1.6. By using the Service, the Users agree and accept to be bound by these Terms. The Terms might be periodically changed and updated, so please review them each time prior to accept them and use the Service.

1.7. Any breach of the Terms will legitimate Stonefree to immediately terminate any agreement, license, account, subscription and /or right to use the Service and/or block, restrict, disable, suspend or terminate your account and access to the web site as well.

1.8. Your use of the Website is at your own risk.

2) CONTENT

2.1. Stonefree provides an online worldwide marketplace available for all professional people intentioned to sell and/or buy the Design. Stonefree grants registered Users a limited, non-exclusive, non-transferable, non-sub licensable license to access and make personal and commercial use of the Service.

2.2. Stonefree trademarks. All rights not expressly connected to the Design are reserved and retained by Stonefree or its licensors, suppliers, publishers, rights-holders, or other content providers. The Service, registered trademarks, logos, Service marks, trade names, Internet domain names, (the “Trademarks”) used by Stonefree cannot be used, reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Stonefree.
Nothing in these Terms grants or shall be construed to grant to anyone rights to use Stonefree Trademarks, unless expressly conferred by Stonefree. The Trademarks shall not be used in any detrimental manner.
The Users may not frame or utilize framing techniques to enclose Trademarks or other proprietary information of Stonefree without express written consent.
The Users may not misuse the Service.

2.3. Ownership of content. The copyrights in all Design and Website content remain with the copyright owner, and nothing in the Terms shall be construed as a transfer of copyright to or from Stonefree. Stonefree will not own or acquire any type of Copyright and/or right of use concerning the Design the Users decide to upload and put on sale on the Website by using the Service. Copyright and all commercial rights referred to the Design will be only licensed and/or transferred by the Vendor to the Purchaser directly.

2.4. The Users’ Design. For any Design the Users upload or post to the Website, the Users represent and warrant: (i) to have all necessary rights to submit Design and contents to the web site and grant the licenses set forth herein; (ii) the Design and contents does not infringe any third party’s rights, including copyrights, intellectual property rights and privacy rights; (iii) the Design and contents comply with these Terms and any relevant applicable laws.
The Users grant Stonefree the non-exclusive right to copy, store on cloud and transfer to the Purchaser the Design uploaded/posted on the Website in order to exclusively perform the Service.

2.5 Prices. The Vendor undertakes to price its own Design in compliance with the relevant law (i.e. competition Law) and reference market rules. NO PRICE SHOULD BE APPLIED IF DETRIMENTAL FOR OTHERS USERS, COMPETITOR AND/OR WEBSITE BUSINESS INTEREST AND REPUTATION.
In order to strongly safeguard the image, prestige and reputation of the Website and Users, Stonefree has the right, in its sole discretion, to remove Design if he believes that such Design (or content) may be against the Terms, relevant law or third parties rights.

2.6. Encryption. EACH DESIGN WILL BE ALWAYS INCLUDED INTO ENCRYPTED FILE. THE VENDOR WILL BE THE SOLE OWNER OF THE DECRYPTION KEY. THE DECRYPTION KEY WILL BE DELIVERED BY THE VENDOR TO THE PURCHASER AT END OF THE PURCHASING PROCESS (see the art. 10).
The encrypted Design copied and stored by Stonefree will be immediately deleted once the Service end for whatever reasons. The Users declare to have any and full right, copyrights, power and authority to use the Service and upload/post the Design on the Website.
The Users undertakes to NOT upload, post or transfer Design or other content that: (i) Infringe any third party’s copyrights or other intellectual property rights or any right of publicity or privacy, (ii) Contain any pornographic, defamatory, or otherwise unlawful or immoral content, (iii) Exploits minors, (iv) Depicts unlawful or violent acts, (v)Depicts animal cruelty or violence towards animals, (vi)Promotes fraudulent schemes or gives rise to a claim of deceptive advertising or unfair competition, (vii) Violates any law, statute, or regulation.

2.7. Exclusive right of sale. The Vendor will have right to grant to Stonefree an exclusivity right to sell, one or more, Design through the Website. In this case, during the validity of subscription the Vendor shall not promote and sale the Design – subject of exclusivity right – through any other kind of sale channels (both offline and online).  

3) APP AND QR CODE

3.1. Save such provided by art 2.6, the Vendor is free to promote and sale its own Design, even if already uploaded on Website, through other online platform and/or offline sales channel (i.e. agents, broker, fair) (hereinafter “Others channels”). Once uploaded on Stonefree, each Design will be duly marked by specific QR Code essential to identify and describe the Design.

3.2. In order to guarantee a proper use of the Service to the Users, Stonefree will provide the Vendor with a specific “QR Code App” useful for every time checking the Design availability on the Website (hereinafter “APP”)

3.3. Before selling or promising for sale each Design through Others channels to third parties, the Vendor undertakes – under its own control and responsibility – to always scan the Design’s QR Code via APP with the specific purpose to check whether Design is still available on the Website.  Once the Vendor decides to sell the Design through Others Channel he shall immediately remove the Design from the Website via APP (hereinafter “Check availability procedure”).

3.4. In case, for any kind of reason, the Vendor should not follow and/or comply, wholly or partially, with the Check availability procedure and/or with the exclusivity right, Stonefree shall not be held liable and the Vendor agree to defend, indemnify and hold harmless Stonefree, its subsidiaries, affiliates, licensors, suppliers, employees, directors, agents against any claims, failed sale, damages, whether direct, consequential or incidental, on account of the loss of prospective profits on (anticipated) sales or on account of expenditures, investments, or commitments in connection with the business, arising from non-compliance by the Vendor (or its appointee/agents) to the Users, third parties, Vendor’s clients and/or business partners.

4) DESIGN LICENSE

4.1. The Vendor will be free to upload and sell Design granting the Purchaser 2 (two) different type of license of use: (I) EXCLUSIVE LICENSE – the Vendor undertakes NOT to sell the same Design bought by the Purchaser to third parties for unlimited time, therefore the Purchaser will have exclusive right to use, copy, modify, reproduce the Design once bought; (II) OPEN LICENSE – the Vendor will be free to promote and sell the same Design bought by the Purchaser to third parties, therefore the Purchaser will have not exclusive right to use, copy modify, reproduce the Design.

4.2. The Vendor grants – in view of subscription and fee options in place – Purchaser the right to use the Design available on the Website: 

1. as digital reproduction, including on websites, in online advertising, in social media, in mobile advertising, mobile “apps”, software, e-cards, e-publications, email marketing and in online media;
2. printed in physical form as part of product packaging and labeling, letterhead and business cards, point of sale advertising, CD and DVD cover art, or in the advertising and copy of tangible media, including magazines, newspapers, and books;
3. for advertising campaign;
4. incorporated into film, video, television series, advertisement, or other audio-visual productions for distribution in any medium now known or hereafter devised;
5. for personal and commercial use;
6. incorporated into merchandise intended for sale or promotional distribution including, without limitation, textiles, artwork, magnets, wall-art, calendars, toys, stationery, greeting cards, and any other physical reproduction for resale or distribution.

4.3. STONEFREE MAKES NO KIND OF GUARANTEES AND SHALL HAVE NO OBLIGATION TO ENSURE THAT DESIGN WILL BE AVAILABLE FOR LICENSE. Anyway, Stonefree has the right to refuse, accept or remove Design and content in general from the Websites for any reason. Stonefree at its own discretion will remove Design and content if he believes that such Design and content may be against the relevant law or third parties rights.

4.4. THE PURCHASER MAY NOT SUB-LICENSE, RE-SELL, RENT, LEND, ASSIGN, GIFT OR OTHERWISE TRANSFER OR DISTRIBUTE TO ANY THIRD-PARTY THE DESIGN BOUGHT ON THE WEBSITE, EXCEPT DIFFERENT AND SPECIFIC AGREEMENT BETWEEN PURCHASER AND VENDOR.

5) ACCOUNT AND WEBSITE

5.1. The Users that intends to access and use the Service need to create an account and submit personal information. (vendor signup) The Users accept and agree to provide only true, accurate, current and complete information being responsible for maintaining the confidentiality of account details (including any passwords) accepting all responsibility for any and all information and all activities that occur under this account. Stonefree has the right at its sole discretion to suspend, restrict or terminate the account if Stonefree reasonably believes that the user has failed to comply with the Terms or to restrict the access to all or part of the web site. Stonefree will process and protect your personal information in accordance with the Stonefree Privacy Policy.)

5.2. THE ACCOUNT DETAILS, LOG-IN INFORMATION AND ANY OTHER ACCESS CREDENTIALS ARE STRICTLY PERSONAL AND CONFIDENTIAL, THE USERS MAY NOT TRANSFER, TRANSMIT, GRANT USE OR DIVULGE THEM TO THIRD PARTIES.

5.3. The Users are responsible for maintaining the confidentiality of any account details. Stonefree has the right, in its sole discretion, to suspend or terminate Users’ account if he reasonably believes Users have failed to comply with these Terms or to restrict the access to all or part of the Website.

5.4. Links to Third Party Sites. In the event that the Website is available through any third-party platform, or if Stonefree provides links from the Website to any third-party platform or permits any third party to link from its platform to the website, the Users understand and agree that Stonefree makes no warranty of any kind, express or implied, and accepts no responsibility for any content or practices of such third parties or their platforms. Such platforms are not under the control of Stonefree who provides and/or permits these links only as a convenience to the Users. The inclusion of any link does not imply affiliation, endorsement, or adoption by Stonefree.

5.4. Design Upload Policy. If you are a Vendor willing to sell your Design on the Website please visit the following link in order to obtain any useful guidelines to understand how to upload Design on the Website once you created an account. In case additional information needed please contact support@stonefree.design

5.5. Adverting and Promotion. In line with the art. 1-point iv, Stonefree advertises and promotes the Website, Design, pictures/preview of Design and Users’ business activity through online and offline channels. (social media, newspaper, magazine, press release etc.). No extra fee or cost will be charged.
The Vendor by uploading the Design, expressly agrees and authorizes Stonefree and its media marketing agency to use, post the pictures and/or preview of the Design in order to properly provide the Service.
The Vendor will be always free to revoke the above authorization by sending an email to legal@stonefree.design. In this case, the Vendor accept that the activity of art. 1.1. point iv) cannot be provided by Stonefree. The Vendor will not be legitimate to demand and claim any kind of fee reduction and/or subscription discount in consequence of this revocation.  

6) INTELLECTUAL PROPERTY COMPLAINTS

6.1. In compliance with such mentioned at previous art. 2, Stonefree respects the intellectual property of third parties. For this reason, if the USERS believe that a copyrights or intellectual property rights are being infringed, please get in touch directly with the user who sell or buy the Design for making claims of copyright (or IP rights) Infringement.

6.2. In case you are a VISITOR of the Website believing a copyrights or intellectual property rights are being infringed, please get in touch directly with Stonefree (legal@stonefree.design) who – in compliance with relevant laws – will support you in \order to properly make claim of copyright infringement addressed to right person.

7) SUBSCRIPTION

7.1. Each Users that desires to use the Service provides by Stonefree has to subscribe. Stonefree makes available for all Users (Vendor and Purchaser) different kind of rights to use and access to the Service. If you are a Vendor please click here or here if you are a Purchaser in order to see and check all details and information about Stonefree’s subscriptions.

7.2. The subscription will not create a partnership, joint venture, employment, franchise or agency between Stonefree and the Users, except what expressly regulated in the Terms.

8) FEES AND RATE

8.1. The fees Stonefree charges for using the Service are listed here below.

Exclusive License
S – stonefree.design retains 30%.
M – stonefree.design retains 25%.
L – stonefree.design retains 20%.
XL – stonefree.design retains 20%.

Open License
stonefree.design retains 50%.

8.2. Stonefree has right to change (or introduce) fees from time to time by posting the changes on the Website and updating the Terms. No modification can be operated with regard to subscription during its natural validity. 

8.3. The Vendor undertakes to pay any Fees or Rate (duly described at link above) arising out of all and any sales generated using the Service.

9) RELEASE

9.1. The Design submitted may require releases (property and model) which the Vendor is responsible for providing. The Vendor agrees to provide valid and accurate release to the Purchaser for each and all Design sold thorough the Website and use of the Service. The release (here the framework) shall be signed by the Vendor and delivered to the Purchaser at the conclusion of any purchasing process.

9.2. Stonefree may provide copies of releases to third parties, as necessary, in order to comply with applicable laws, orders and regulations.

10) PURCHASING PROCESS

10.1. The Vendor only provides pricing of the Design. Stonefree does not guarantee the existence, quality, safety or legality and accuracy of Design uploaded on the Website.

10.2. The Purchaser agrees to comply with the Terms and to: (i) be responsible for making a commitment to buy a Design; (ii) enter into a legally binding contract to purchase a Design when he commits to buy it; (iii) pay the price of the Design purchased.

10.3. Here the Users can find the page providing all information about purchasing process.

10.4. DUE TO THE NATURE OF THE B2B SERVICE PROVIDED BT STONEFREE SHALL NOT BE GRANTED TO THE USERS ANY RIGHT TO CANCEL THE ORDER, RETURN THE DESIGN, REVOKE OR REFUSE THE PURCHASE AND/OR EXERCISE THERIGHT TO “CHANGE OF MIND”.

11) INDEMNIFICATION

Website. The Users agree to defend, indemnify and hold harmless Stonefree, its subsidiaries, affiliates, licensors, suppliers, employees, directors, agents, third party information providers, against any claims, damages, costs, liabilities and expenses arising out of or related to their conduct or inability to use the Website.

Design. The Users agree to defend, indemnify and hold harmless Stonefree, its subsidiaries, affiliates, licensors, suppliers, employees, directors, agents, third party information providers, against any claims, damages, costs, liabilities and expenses arising from any use of the Design other than the uses expressly permitted by this Terms. You further agree to indemnify Stonefree for all costs and expenses Stonefree incurs in the event Users breach any of the Terms or any other agreement with Stonefree.

12) REPRESENTATIONS AND WARRANTIES

The Users represent and warrant:

• to have the full right, power and authority to comply with the Terms and to fully perform all of obligations hereunder;
• own or control the Design (and part of it) in compliance with relevant IP and copyright law;
• to be at least 18 (eighteen) years old;
• that the Design is neither obscene or defamatory, does not violate any applicable laws and/or regulations, and does not infringe the copyright or any other rights of any third party;
• that there is no suit action or claim (or similar legal or administrative proceeding) now pending or threatened which might directly or indirectly affect the Design;
• (in case) to properly and truthfully describe the Service and Stonefree activity to any potential third parties.

13. GOVERNING LAW

The Terms and the Service, and any other contractual or non-contractual disputes arising from these Terms and Service, shall be governed by the laws of Switzerland, without regard to its conflict of law provisions. In case of any dispute arising under the Terms and Service the Court of Lugano – Switzerland shall have exclusive jurisdiction.

14) LIMITATION OF LIABILITY

14.1. The aggregate liability of Stonefree to Users and/or third parties claiming through Users arising out or in connection with Design, Service or use of Website and its content cannot exceed the monetary amount received by Stonefree in the execution of its Service obligation.

14.2. Stonefree’s officers, employees, managers, members, shareholders, directors or suppliers shallnot be liable to Users or third parties for general, punitive, special, indirect, consequential or incidental damages, compensation, lost of profits, costs arising out or in connection with Design, Service, or use of the Website.

14.3. Stonefree does not warrant that the Design, Website, content will be in line with your requirements or that use will be uninterrupted or error free.

14.4. All information, Design descriptions, pictures, videos, technical specifications, reported on the Website are subject to error reserve and potential discrepancy.

14.5. In case of fraudulent credit card use or misuse please contact Stonefree here: legal@stonefree.design

15) PRIVACY

15.1. Stonefree collects, stores and processes the Users’ Personal Data in strictly compliance with Swiss and European Privacy law.

15.2. The Users may always obtain information on Privacy consulting the Stonefree’s Privacy and Cookie Policy.

16) FORCE MAJEURE

16.1. The Website and Service may be suspended by Stonefree (or its technical providers) in the event of unforeseeable circumstances or force majeure preventing or delaying its performance. Stonefree will inform the Users if unforeseeable circumstances or force majeure occur. 

16.2. Stonefree will not be liable or responsible for any failure to perform, or delay in the performance of, any of our obligations under these Terms that is caused by an act or event beyond our reasonable control, including without limitation acts of God, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, terrorist attack, war, pandemic, fire, shortage of materials, explosion, tsunami, storm, flood, earthquake, epidemic or other natural disaster, failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport, or the stability or availability of the Internet or a portion of the Internet.