TABLE OF CONTENT
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 – firstname.lastname@example.org (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.
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.
5) ACCOUNT AND WEBSITE
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 email@example.com
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 firstname.lastname@example.org. 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.
8) FEES AND RATE
8.1. The fees Stonefree charges for using the Service are listed here below.
S – stonefree.design retains 30%.
M – stonefree.design retains 25%.
L – stonefree.design retains 20%.
XL – stonefree.design retains 20%.
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.
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.