Welcome to Weft www.weft.design (“Weft”), a new platform for fabric design. Weft connects designers with cutting-edge technology and leading manufacturers to create beautiful, high-quality textiles. The Weft Digital Loom is a groundbreaking way to design a custom jacquard textile (“Products”) online. Leveraging proprietary software, The Weft Digital Loom enables the designer to seamlessly upload a digital image and/or customize one of Our Weft designs in order to create a woven fabric.
This Agreement governs Your access and use of:
a. the Weft website located at www.weft.design, any sub-domains, and related websites ( collectively the “Site”); and
b. the Weft designs, models, and templates and certain online cloud [and/or mobile] services, which may include APIs or software, to create customized textiles (collectively the “Services”).
Weft is also a design community, guided by two core community values:
a. We respect intellectual property rights, both Yours and those of others. You cannot upload designs to Weft that You don’t own or have permission to reproduce, including designs, images, characters, and the like created by someone else. You also cannot use someone else’s trademark without permission either within Your design or to identify or promote Your designs, as further provided herein.
b. We have high design standards. We reserve the right to refuse a design if We deem it unsuitable, for example, designs that We determine may be offensive or inappropriate, or depicting violence, explicit imagery, or hate speech on the basis of sex / gender, religion, ethnicity, race, national origin, or disability.
Subject to Your compliance with the terms and conditions of this Agreement, (including payment obligations), Weft grants to You a limited, personal, freely revocable, non-exclusive, non-transferrable, license to access the Site and use the Services, in the manner set forth herein, solely for Your non-commercial, internal business use (with no right to sub-license). This is not a license, transfer, or sale of software or any Weft Content. Weft grants no other licenses to You for the Services. Weft reserves all rights not expressly granted herein in the Services and the Weft Content (as defined below). Weft may terminate this license at any time for any reason or no reason.
You may use the Services only if You can form a binding contract with Weft, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Services by anyone under 13 is strictly prohibited and in violation of this Agreement. The Services is not available to any Users previously removed from the Services by Weft.
When You register and complete an Order Form, You establish Your Weft account ("Account"), which gives You access to the Services and functionality that We may establish and maintain from time to time and in our sole discretion. When You register on the Site, you will receive an email confirming the creation of a Weft Account. Activating your Account requires the creation of a password. You are responsible for maintaining the confidentiality of the password and Account, and are fully responsible for all activities that occur under your password or Account. You agree to (a) immediately notify Weft of any unauthorized use of your password or Account or any other breach of security, and (b) ensure that you exit from your Account at the end of each session. Weft will not be liable for any losses caused by any unauthorized use of Your Account.
You represent and warrant that all contact and personal information provided to Weft during the registration process and otherwise shall be accurate and complete. If there are any changes to your contact information, you shall promptly update your registration information with Weft.
We may maintain different types of Accounts for different types of Users. If You open a Weft Account on behalf of a company, organization, or other entity, then (a) “You” includes You and that entity, and (b) You represent and warrant that You are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that You agree to this Agreement on the entity’s behalf. By connecting to Weft with a third-party service, You give Us permission to access and use Your information from that service as permitted by that service, and to store Your log-in credentials for that service.
You may control Your User profile and how You interact with the Services by changing the settings in Your Profile Page. By providing Weft Your email address You consent to our using the email address to send You Services-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use Your email address to send You other messages, such as changes to features of the Services and special offers. If You do not want to receive such email messages, You may opt out or change Your preferences in Your Profile Page. Opting out may prevent You from receiving email messages regarding updates, improvements, or offers.
If you wish to terminate your Weft account, please contact us and request to do so If you delete your Account, Weft will retain at its discretion your personal information as long as is reasonably required to fulfill the purposes for which it was collected. Weft does not retain residual rights to deleted or retired work other than those outlined above.
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to the Weft servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Weft grants the operators of public search engines revocable permission to use spiders to copy materials from Weft.com for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Services; (vii) collecting or harvesting any personally identifiable information, including Account names, from the Services; (viii) using the Services for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting Your affiliation with a person or entity, conducting fraud, hiding or attempting to hide Your identity; (x) interfering with the proper working of the Services; (xi) accessing any content on the Services through any technology or means other than those provided or authorized by the Services; or (xii) bypassing the measures We may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein.
We may, without prior notice, change the Services; stop providing the Services or features of the Services, to You or to users generally; or create usage limits for the Services. We may permanently or temporarily terminate or suspend Your access to the Services without notice and liability for any reason, including if in our sole determination You violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, You continue to be bound by this Agreement.
You are solely responsible for Your interactions with other Weft Users. We reserve the right, but have no obligation, to monitor disputes between You and other Users. Weft shall have no liability for Your interactions with other Users, or for any User’s action or inaction.
When you upload photographs, designs, drawings, text or other content (“User Content”) to the Site, you keep your copyright and any other Intellectual Property Rights you may have in the User Content. You also control the account settings that determine whether or not your User Content can be shared or sold through the Site.
In order to maintain and provide the Services, Weft must be able to copy, crop, modify, reproduce, display and distribute your User Content. For User Content submitted to the Site, you hereby grant Weft a royalty-free, perpetual, nonexclusive, worldwide, transferable license to modify, transfer, copy, sell, display, distribute and create derivative works of the User Content and the goods created from or based on such User Content to the extent necessary to provide the Services. By default, all User Content uploaded to the Site is not available to the public unless you specifically signify the User Content as public. In addition to making your User Content available to public, you may also elect to make User Content available for sale on the Site by agreeing to the terms of the Seller’s Agreement. If you choose to make User Content public and/or available for sale on the Site, you can also choose to remove them from sale or make the User Content private at any time.
By making your User Content public on the Site, you hereby grant to Weft the right to display or print your User Content, including photographing goods made from that User Content, for use in materials used to help market both the Site and the designers who use the Site. Be aware that Google and other search engines will also index public designs and the information included in public user profiles.
When You end Your Weft Account, We will stop displaying Your User Content to other users (if applicable), but You understand and agree that it may not be possible to completely delete User Content from Weft’s records, and that Your User Content may remain viewable elsewhere to the extent that they were made public and copied or stored by other users.
Finally, You understand and agree that Weft, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to Your User Content to conform and adapt those User Content to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.
We claim no ownership rights over User Content created by you. The User Content You create remains yours; however, by sharing User Content through the Services, You agree to allow others to view, edit, and/or share Your User Content in accordance with Your settings and this Agreement. Weft has the right (but not the obligation) in its sole discretion to remove any User Content that is shared via the Services.
You represent and warrant that You shall not submit or post User Content to the Site that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that We deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that You do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that You know is not correct and current or (ix) violates any school or other applicable policy, including those related to cheating or ethics. You agree that any User Content that You post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below) or rights of privacy. To the extent that Your User Content contains music, You hereby represent that You are the owner of all the copyright rights, including without limitation the performance, mechanical, and sound recordings rights, with respect to each and every musical composition (including lyrics) and sound recording contained in such User Content and have the power to grant the license granted below. Weft reserves the right, but is not obligated, to reject and/or remove any User Content that Weft believes, in its sole discretion, violates these provisions. You understand that publishing Your User Content on the Services is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction worldwide.
In connection with Your User Content, You affirm, represent and warrant the following:
A. You have the written consent of each and every identifiable natural person in the User Content to use such person’s name or likeness in the manner contemplated by the Services and this Agreement, and each such person has released You from any liability that may arise in relation to such use.
B. Your User Content and Weft’s use thereof as contemplated by this Agreement and the Services will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.
C. Weft may exercise the rights to Your User Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise.
D. To the best of Your knowledge, all Your User Content and other information that You provide to Us is truthful and accurate.
Weft takes no responsibility and assumes no liability for any User Content that You or any other User or third party uploads to the Site or submits to the Services. You acknowledge and agree that you are responsible for the creation and compilation of your User Content, and that neither Weft nor any other party involved with the production of any product incorporating such User Content, including but not limited to fabric, assumes that responsibility. Weft’s production of any product depicting your User Content shall be pursuant to your order and specification and Weft shall merely function as a producer of such products. Weft’s production of any product depicting your User Content, including but not limited to fabric, does not indicate that Weft accepts, approves of or endorses the User Content, that the User Content complies with applicable laws, or that you are absolved of any liability or harm arising from the use of the User Content. You agree that Weft shall not be liable for any damages You allege to incur as a result of User Content.
You may choose to or We may invite You to submit comments or ideas about the Services, including without limitation about how to improve or enhance the Services or our products (“Feedback”). By submitting any Feedback, You agree that Your disclosure is gratuitous, unsolicited and without restriction and will not place Weft under any fiduciary or other obligation, and that We are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of Your submission, Weft does not waive any rights to use similar or related ideas previously known to Weft, or developed by its employees, or obtained from sources other than you.
You grant Weft the licenses to display, perform, and distribute Your Feedback for the purpose of making that Feedback accessible to all Weft users and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Feedback in connection with the Services and/or otherwise in connection with Weft’s business for any purpose.
Except for Your User Content, the Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, photographs, and User Content belonging to other Users (the “Weft Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Weft and its licensors (including other Users who post User Content to the Services). Except as explicitly provided herein, to fulfill Your order, which may use Weft Content, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Weft Content. Use of the Weft Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
Use of the Services requires Account registration and payment of fees as described on the applicable Fees & Payment section of the Site. All payments shall be made in U.S. Dollars as set forth therein.
Unless otherwise indicated on an Order Form, all charges associated with Your Order are due in full in advance of delivery of Your Order for Products. If You fail to pay Your charges indicated on any Order Form within five (5) business days of Our notice to You that payment is due or delinquent, or if You do not update payment information upon Our request, We may suspend or terminate access to and use of Services by You and Users, in addition to Our other remedies.
You agree to the pricing and payment terms, as We may update them from time to time. Weft may add new services for additional fees and charges, or amend fees and charges for existing services, at any time in its sole discretion. Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to You as provided in this Agreement.
Title and risk of loss for all Products ordered by you shall pass to you on Weft’s shipment to the shipping carrier. You shall be responsible for payment of all shipping, insurance, customs charges and other transportation costs for shipment of Products ordered by you through the Site, unless otherwise stated on the Site or agreed by Weft (such as through a special offer).
You may cancel Your Weft Account at any time; however, there are no refunds for cancellation. In the event that Weft suspends or terminates Your Account or this Agreement, You understand and agree that You shall receive no refund or exchange for any Weft Property ordered before termination.
Unless otherwise stated, Our charges do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes, except those assessable against Weft measured by its net income. We will invoice You for such Taxes if We believe We have a legal obligation to do so and You agree to pay such Taxes if so invoiced and those otherwise payable by You.
Payments made by credit card, debit card, or certain other payment instruments, for the Weft Services are billed and processed by Weft’s Payment Agent. To the extent the Payment Agent is not Weft, the Payment Agent is acting solely as a billing and processing agent for and on behalf of Weft and shall not be construed to be providing the applicable Services.
If You pay by credit card, debit card, or certain other payment instruments, You hereby authorize the Weft Payment Agent to bill Your credit card, debit card, or certain other payment instruments in accordance with the terms of Your Order Form for the Services and Products. You further agree to pay any Charges so incurred. All information that You provide in connection with a purchase or transaction or other monetary transaction interaction with the Services and Products must be accurate, complete, and current. You agree to promptly update Your Account information with any changes (for example, a change in Your billing address or credit card expiration date) that may occur. The Payment Agent may use a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain, or use Your billing information except to process Your credit card information for the Payment Agent.
Weft cares about the integrity and security of Your personal information. However, We cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use Your personal information for improper purposes. You acknowledge that You provide Your personal information at Your own risk.
Since We respect artist and content owner rights, it is Weft’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).
If You believe that Your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Services, please notify Weft’s copyright agent as set forth in the DMCA. For Your complaint to be valid under the DMCA, You must provide the following information in writing:
A. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
B. Identification of the copyrighted work that You claim has been infringed;
C. Identification of the material that is claimed to be infringing and where it is located on the Services;
D. Information reasonably sufficient to permit Weft to contact you, such as Your address, telephone number, and, e-mail address;
E. A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
F. A statement, made under penalty of perjury, that the above information is accurate, and that You are the copyright owner or are authorized to act on behalf of the owner.
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
Please note that this procedure is exclusively for notifying Weft and its affiliates that Your copyrighted material has been infringed. The preceding requirements are intended to comply with Weft’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding Your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable law, Weft has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. Weft may also at its sole discretion limit access to the Services and/or terminate the Accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
You agree to defend, indemnify and hold harmless Weft and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, 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 Services, including any data or content transmitted or received by you; (ii) Your violation of any term of this Agreement, including without limitation Your breach of any of the representations and warranties above; (iii) Your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) Your violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any of Your User Content or any that is submitted via Your Account; or (vi) any other party’s access and use of the Services with Your unique username, password or other appropriate security code.
THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WEFT, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE WEFT CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WEFT DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEFT SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND WEFT WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW EXCLUSIONS AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WEFT, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL WEFT BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WEFT 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 OR USE OF OUR SERVICE OR PRODUCTS; (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 SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL WEFT, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO WEFT HEREUNDER OR $100.00, WHICHEVER IS GREATER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WEFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
The Services is controlled and operated from facilities in the United States. Weft makes no representations that the Services is appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Services if You are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the United States.
A. Governing Law
You agree that: (i) the Services shall be deemed solely based in Rhode Island; and (ii) the Services shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Rhode Island. This Agreement shall be governed by the internal substantive laws of the State of Rhode Island, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Providence, Rhode Island USA for any actions for which We retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, including any provisional relief required to prevent irreparable harm. You agree that Providence, Rhode Island USA is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Weft without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
B. Notification Procedures and Changes to the Agreement
C. Entire Agreement/Severability
This Agreement, together with any amendments and any additional agreements You may enter into with Weft in connection with the Services, shall constitute the entire agreement between You and Weft concerning the Services. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.
D. No Waiver
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Weft’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
Please contact Us at [email protected] with any questions regarding this Agreement.
This Agreement was last modified on June 15th, 2017.