About the Spoonflower Community
Spoonflower is an automated Web service that gives you the power to print your own, one-of-a-kind, textiles. It’s also a community of people with a passion for fabric and design. In addition to creating custom fabric, you can make your designs available to sell to others and shop for fabrics that can’t be found in any store in the world. It is our goal to create a site that is accessible and useful to as many people as possible. Before spelling out the legal terms and conditions for using our site, we’d like to set out a few basic values we believe are core to our community:
- Respect and support for copyrights, both yours and those of others. You cannot upload designs to Spoonflower that you don’t own or have permission to reproduce. Whether or not you have legal permission to reproduce a design is not something we can determine for you. It is your responsibility to understand the permissions associated with any design you upload. If you believe a design on our site violates your copyright, please notify us using the process described below.
- Your control of your own designs. In order to run Spoonflower we have to be able to do things like reproduce and distribute the designs you upload, actions outlined below in the section titled Proprietary Rights. But at all times you retain both copyright and control over your designs. We will not sell, share, or reproduce your work except as necessary to run our service and our Web site. We started Spoonflower to empower creative people, not to take advantage of them.
- Community standards. We place great faith in the good judgment of our creative community. Our Web site is used by people of all ages, from countries around the world. For that reason we discourage the publication of designs that might be considered offensive or inappropriate. Designs are private by default and we reserve the right to make public designs private or to remove them altogether should we deem them unsuitable for our community.
Revised: September 3, 2009
- Acceptance of Terms; Modification to Terms
- Member Account, Password
- User Conduct
- Proprietary Rights
- Copyright Policy
- Deleting Designs Or Accounts
- DISCLAIMER OF WARRANTIES
- LIMITATION OF LIABILITY
1) Acceptance of Terms; Modification to Terms.
Thank you for visiting Spoonflower, a service of Spoonflower Inc. (“Spoonflower”), a Delaware corporation. Spoonflower provides its Web site and services (“Site”) subject to the following terms of service (“Terms”).
By using the Site, uploading any data or images or ordering products, you are indicating your agreement to be bound by these terms and all revisions thereof. If you do not agree to these Terms, do not accept them and discontinue using and accessing the Site. These Terms are applicable to your use of the Site regardless of how you accessed the Site.
We may modify the Terms at any time. If the modifications to the Terms constitute a material change, in Spoonflower’s good faith reasonable judgment, Spoonflower will notify you via email or by posting a notice on the homepage of the Site. You should review these Terms from time to time so that you understand the terms and conditions of your use of the Site. If you do not agree to any amendment of these Terms, you must immediately stop using the Site. Your continued use of the Site after any modification to these Terms constitutes acceptance of the amended Terms. If you ever have any questions about these Terms, please do not hesitate to contact us at firstname.lastname@example.org.
You must be 13 years of age or older to use the Site. If you are not at least 13 please discontinue your use of the Site and do not provide any personal or other information to Spoonflower on or through the Site. If you are between the ages of 13-18, please obtain the permission of your parent or legal guardian before using the Site.
2) User Conduct
When you post designs to Spoonflower’s Web site, you keep your copyright. You also control the account settings that determine whether or not your design can be shared or sold on Spoonflower. In order to maintain an Internet-based service Spoonflower is required to be able to copy, crop, modify, reproduce, display and distribute your Content worldwide. Spoonflower will only perform these actions to the extent necessary to provide its service, but by submitting Content to Spoonflower you grant Spoonflower a nonexclusive, worldwide, transferable license to do so. If your Content is uploaded as a design for fabric available on this Site, you grant to Spoonflower a nonexclusive, worldwide, transferable license to create derivative works of, modify, copy, sell, display and distribute the Content and fabrics created from or based on such Content so long as such process is an essential step of the print service we provide. If you choose to make Designs available for sale on Spoonflower’s Web site, you can also choose to remove them from sale at any time. All Designs uploaded to our Site are private unless you specifically mark them as public.
By making your fabric Design public on the Site, you give Spoonflower the right to display or print your Design, including photographing fabric made from that design, 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.
By uploading photographs, designs, drawings, text or other content [“Content”] to the Site you represent and warrant that:
- you have the lawful right to reproduce and distribute such Content;
- that the Content complies with all applicable federal, state, and local laws, regulations and ordinances;
- that the Content does not violate any copyright, trademark, trade secret or other intellectual property right of any third party;
- that the Content does not invade any individual’s right of privacy or celebrity;
- that the Content is not unlawful, harmful, threatening, abusive, vulgar, harassing, defamatory, obscene, pornographic, indecent, inflammatory, libelous, tortious, hateful, or racially, ethnically or otherwise objectionable.
In using this Site, you also agree:
- not to impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- not to upload, download, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, or any other form of solicitation;
- not to upload, download, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- not to upload, download, post, email or otherwise transmit false or misleading information;
- not to disrupt or interfere with the security of, or otherwise abuse, the Site, or any services, system resources, accounts, servers, or networks connected to or accessible through the Site or affiliated or linked websites.
- not to access, tamper with or use non-public areas of the Site. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution;
- not to disrupt or interfere with any other user’s enjoyment of the Site or affiliated or linked Web sites;
- not to collect or store personal information about any other use of the Site.
You understand that Spoonflower provides an automated Web service and does not filter or examine Content uploaded to or published on the Site, but that Spoonflower and its designees shall have the right (but not the obligation) in their sole discretion to review and to reject or remove any Content that is available via the Site. Upon placing any order through the Site, you acknowledge that Spoonflower may review it and the Content it contains for adherence to our guidelines and compliance with the terms and conditions set forth in these Terms. Without limiting the foregoing, Spoonflower and its designees shall have the right to refuse to fulfill any order for any reason and to remove any Content that violates the Agreement or is otherwise objectionable to us. At our discretion we will remove Content and/or user accounts that violate our policies with respect to the Site. Spoonflower reserves the right to amend the policies described above from time to time at its sole discretion.
You acknowledge and agree that you are responsible for the creation and compilation of your Content, and that neither Spoonflower nor any other party involved with the production of any product incorporating such Content, including but not limited to fabric, assumes that responsibility. Spoonflower’s production of any product depicting your Content, including but not limited to fabric, does not indicate that Spoonflower accepts, approves of or endorses the Content, that the Content complies with applicable laws, or that you are absolved of any liability or harm arising from the use of the Content.
You hereby agree to waive any claims against Spoonflower and its affiliates, contractors, agents, third party service providers and employees (collectively, “Representatives”) for losses, damages and injuries which are based on or relate to communications or materials made available to the Site or posted on the Site, including other Content, by other users and persons other than Spoonflower or its Representatives.
3) Member Account, Password
If you register on the Site, you will receive an email confirming the creation of a Spoonflower 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 Spoonflower 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. Spoonflower cannot be liable for any loss or damage arising from your failure to comply with this Section 2.
You represent and warrant that all contact and personal information provided to Spoonflower 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 Spoonflower.
Spoonflower sets and accesses cookies to keep track of login status. Please refer to your browser’s “Help” menu for how to change cookie preferences.
Personal information does not include Spoonflower nickname or any information you make available through your public account settings. If you choose to make your profile public, your name, nickname and public contact information will be displayed on the site to other users.
5) Proprietary Rights
You acknowledge and agree that any data, materials or content, including but not limited to designs, text, photos, images, etc. or other material contained or distributed on or through the Site by Spoonflower, or its Representatives (“Content”) is protected by trademarks, service marks, patents, copyrights, or other proprietary rights and laws. You may not use, reproduce or distribute any Site Content without the authorization of the owner of such Site Content, except for uses permitted by law.
You acknowledge and agree that the Site and any software used in connection with the Site (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. All such Software and the Site shall remain the property of Spoonflower and you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Site or the Software, in whole or in part.
6) Copyright Policy
Spoonflower respects the intellectual property rights of others. We ask our members to do the same. Spoonflower may terminate the accounts of users it believes may be infringing the copyright or other intellectual property rights of others.
It is Spoonflower’s policy to respond expeditiously to claims of infringement. Spoonflower will promptly process and investigate notices of alleged copyright infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable laws. Spoonflower may terminate access for users and account holders whom it believes to be infringers at its sole discretion.
If you believe in good faith that your copyrighted material has been posted on the Site in violation of any applicable rights or licenses, and you want this material removed, you must provide the Site with a written communication that details the information listed in this section. Please also note that under Section 512(f) of the Copyright Act any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability. You may wish to contact an attorney for legal assistance on this matter prior to submitting a notification.
To file a copyright infringement notification with us, you will need to send a written communication that includes substantially the following:
a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
b) a description of the copyrighted work(s) claimed to have been infringed;
c) an identification of the material that is claimed to be infringing, including a link to or description of where the claimed infringing Content is located on our Site so that Spoonflower is capable of finding and verifying its existence;
d) contact information, including identification of the copyright owner, your name, address, telephone number, and email address
e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are authorized to act on behalf of the owner of the copyright interest involved.
Send the written infringement notice and the materials above to our “Designated Agent” the following address:
Upon receipt of notices complying, or substantially complying, with the DMCA and this section, Spoonflower will use its reasonable efforts to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and to remove or disable access to any reference or link to material or activity that is claimed to be infringing.
7) Marketplace Seller Agreement
Spoonflower offers you the option to make your designs available for other people to purchase as fabric. Participation in the Marketplace is free of charge and open to all users who opt to participate. To make an uploaded design purchasable you must specifically designate it as for sale in your Spoonflower design library. By opting into the Spoonflower Marketplace, you agree that:
- Spoonflower will set the retail price for the fabric bearing your design when it is sold through the Spoonflower Marketplace.
- For all fabric bearing your designs sold through the Spoonflower Marketplace you will receive a commission of ten percent (10%) of the retail price paid by the buyer. [In the future Spoonflower may introduce a Pro account that earns a higher commission.]
- You will not receive a commission on your purchase of your own fabric
designs. Rather, you will receive a ten percent (10%) discount of the
retail price of fabric printed with your own designs.
- In order to improve the printing quality, Spoonflower may at its discretion adjust or modify your designs to achieve optimal results.
- Some designs may not be made available in the Marketplace. Spoonflower will determine eligibility at its sole discretion.
- You will not earn a commission for purchases that are returned or refunded.
If you have sold fabric on the Site, the amount of money — represented as “Spoondollars” — you have earned will be visible by choosing the link titled “your account” and visiting the tab labeled “Spoondollars.” After 31 days – enough time for the transaction to clear and the customer to receive and decide to keep the fabric — you may apply your Spoondollars credit to purchases you make on the Site or choose to receive the money via PayPal, providing the balance is over $10.00. All amounts are represented and paid in US Dollars (USD). The responsibility of creating and maintaining a PayPal account in order to receive payment is yours. When requested, Spoonflower will make a good faith effort to pay you using the payment information you provide in your account. If Spoonflower owes you less than $10.00, we reserve the right to roll your accumulated commissions forward to the following month or until $10 is reached. If your account is inactive or terminated and Spoonflower is unable to contact you using the information in your account, we may also charge a termination fee equal to the unpaid commission amount in your account in order to cover the cost of administration. You are not required to provide tax information in order to participate in the Marketplace.
7) WARRANTY OF OWNERSHIP AND NON-INFRINGEMENT
YOU REPRESENT AND WARRANT THAT YOU ARE THE OWNER OF THE CONTENT WHICH YOU SUBMIT AND THAT THE CONTENT DOES NOT INFRINGE UPON THE PROPERTY RIGHTS, INTELLECTUAL PROPERTY RIGHTS (COPYRIGHTS AND TRADEMARKS) OR OTHER RIGHTS OF OTHERS. YOU ALSO REPRESENT THAT THERE ARE NO OUTSTANDING DISPUTES IN CONNECTION WITH THE PROPERTY RIGHTS, INTELLECTUAL PROPERTY RIGHTS OR OTHER RIGHTS IN THE CONTENT OR ANY PARTS OF THE CONTENT.
You agree to defend, indemnify and hold Spoonflower and Spoonflower’s officers, directors, employees and other Representatives harmless from all judgments, awards, losses, liabilities, costs and expenses, including but not limited to reasonable attorney’s fees, expert witness fees, and costs of litigation arising out of or based on (a) Content you submit, post to or transmit through the Site, (b) your use of the Site, (c) your connection to the Site, (d) your violation of these Terms or (e) your violation of any rights of a third party.
You agree that Spoonflower, in its sole discretion, may terminate your password, account (or any part thereof) or use of the Site, and remove and discard any Content you may have contributed to the Site, at any time for any reason or no reason. Spoonflower may also in its sole discretion and at any time modify the Site, or any portion thereof, or discontinue providing the Site, or any part thereof, with or without notice. Further, you agree that Spoonflower shall not be liable to you or any third-party for any termination of your access to the Site.
The Site may provide, or third parties may provide, links to other Web sites or resources. Because Spoonflower has no control of such sites and resources, you acknowledge and agree that Spoonflower is not responsible for the availability of such sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that Spoonflower shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
Prices for products on Spoonflower are described on our Web site and are incorporated into these Terms by reference. All prices are in US dollars. Prices and products may change at Spoonflower’s discretion.
Title and risk of loss for all Products ordered by you shall pass to you on Spoonflower’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 Spoonflower (such as through a special offer).
13) Deleting Designs Or Accounts
If you wish to terminate your Spoonflower account, please contact us and request to do so.
If you choose delete a design from Spoonflower, it will no longer be available or visible on the Site. We do retain copies of designs in our archives to the extent required by our systems for backing up and protecting our database and Web site. If you purchase a Design and then delete it from your account, we preserve a copy of your design in order to fulfill the order. Likewise if you make a Design available for sale to others and it is purchased before you delete the Design, we keep the design in order to be able to fulfill the order. We do not use backup copies of deleted designs for any purpose other than fulfilling pre-existing orders.
If you delete your account, Spoonflower will retain at its discretion your personal information as long as is reasonably required to fulfill the purposes for which it was collected.
Spoonflower does not retain residual rights to deleted or retired work other than those outlined above.
14) DISCLAIMER OF WARRANTIES
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK. THIS SITE AND THE INFORMATION, SERVICES, PRODUCTS, AND MATERIALS AVAILABLE THROUGH IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SPOONFLOWER AND ITS REPRESENTATIVES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF TITLE, OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SPOONFLOWER OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
SPOONFLOWER DOES NOT MAKE ANY WARRANTY THAT (A) THE SITE, ITS CONTENT OR ANY PRODUCTS ORDERED THROUGH THE SITE, INCLUDING FABRICS, WILL MEET YOUR REQUIREMENTS, OR (B) THAT THE SITE OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR (C) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE WILL MEET YOUR EXPECTATIONS, OR (D) THAT DEFECTS, IF ANY, WILL BE CORRECTED.
15) LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES INCLUDING, WITHOUT LIMITATION, ITS OWN NEGLIGENCE, SHALL SPOONFLOWER OR ITS REPRESENTATIVES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE OR ANY PRODUCTS ORDERED THROUGH THE SITE. IN THE EVENT THAT YOU OBJECT TO ANY OF THESE TERMS OR BE DISSATISFIED WITH YOUR USE OF THE SITE, YOUR ONLY RECOURSE IS TO IMMEDIATELY DISCONTINUE YOUR USE OF THE SITE AND IN THE EVENT THAT ANY PRODUCTS OBTAINED THROUGH THE SITE ARE DEFECTIVE, YOUR REMEDY AND SPOONFLOWER’S SOLE OBLIGATION SHALL BE RETURN OF THE DEFECTIVE PRODUCTS AND, UPON DETERMINATION BY SPOONFLOWER OF SUCH DEFECTS, REFUND OF ANY AMOUNTS PAID BY YOU TO SPOONFLOWER FOR SUCH DEFECTIVE PRODUCTS. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
You agree that any claim or cause of action arising out of or related to your use of the Site or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statute or rule of law, such provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision and the remaining provisions of this Agreement shall in no way be affected or impaired.
Spoonflower shall have no liability for any failure or delay resulting from any condition beyond the reasonable control of Spoonflower, including but not limited to governmental action or acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures and Internet disturbances.
This Agreement will be governed by the laws of the State of North Carolina. Spoonflower may elect to resolve any controversy or claim arising out of or relating to these Terms or the Site by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Raleigh, North Carolina, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. Either party may seek any interim or preliminary relief from a court of competent jurisdiction in Raleigh, NC, necessary to protect the rights or the property of you or Spoonflower (or its Representatives), pending the completion of arbitration.