Terms & Conditions
Last updated on: October 7, 2021
WHO WE ARE AND SERVICES WE PROVIDE
Ellevate Designs provides designers, creators, and producers (collectively “Designers”) of knitting and crochet patterns, collections, yarn and related accessories, services through which they can submit their patterns, collections, yarns and accessories (collectively “Products”) to be offered online for sale to purchasers (each a “Patron”). Ellevate Designs offers Patrons services which provide them opportunities to learn, develop skills, browse and purchase Products and services related to knitting. The foregoing is collectively referred to as the “Services”.
Ellevate Designs’ websites and domains, including www.ellevatedesigns.ca (collectively our “Site”) and all of the Services available on or through the Site or otherwise provided by us from time to time, are offered, maintained and provided by Ellevate Designs. Any new features or tools which are added to the current Services shall be subject to these Terms of Service (as defined below). BINDING AGREEMENT
These terms and conditions (the “Terms of Service”) set forth the terms and conditions upon which we provide the Services to Designers to showcase and sell their Products, and to Patrons to use our Site, including to browse, sign up for subscriptions and newsletters, and make purchases of Products.
Ellevate Designs may, in its sole discretion, amend, modify or restate, any of the terms or conditions of these Terms of Service (or any policy, agreement or other document incorporated by reference in these Terms of Service) at any time (“Amendments”). Amendments will be posted to the Site with a change to the updated date at the top of these Terms of Service. Amendments will be effective on the earlier of seven (7) days from the posting of the Amendment to the Site or the day on which we provide you notice of the Amendment. It is your responsibility to check for Amendments periodically, and if you do not accept such updates or changes, you must cease using the Site and the Services.
ACCESS TO OUR SERVICES
a) To access all Services, you must register for an Ellevate Designs account (“Account”) and you must provide your full legal name, current address, a valid email address and any other information indicated as required. Ellevate Designs may reject your application for an Account, or cancel an existing Account, for any reason and in our sole discretion.
b) You must be the older of: (i) 18 years, or (ii) the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account.
c) You acknowledge that Ellevate Designs will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you. You must monitor the primary Account email address you provide to Ellevate Designs and your primary Account email address must be capable of both sending and receiving messages. Your email communications with Ellevate Designs
can only be authenticated if they come from your primary Account email address.
d) You are responsible for keeping your password secure. Ellevate Designs cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
e) A breach or violation of any term in the Terms of Service, as determined in the sole discretion of Ellevate Designs may result in an immediate termination of your Services.
a) The Designer agrees that all Products submitted for publication to, and sale on, the Site have been quality tested to ensure they are fit for their purpose. Quality testing or Products includes, but is not limited to, technical editing and sample testing for crochet or knitting patterns.
b) Designer’s submitting digital Products, including crochet and knitting patterns, shall provide each pattern in PDF format, with a maximum file size of 15 Mb.
c) For each Product submitted for publication to the Site, the Designer shall provide between 1 and 6 photographic images of such item, including where such Product is a digital pattern, photographic images of the pattern in complete form. Each photographic image shall be in jpg format with a maximum file size of 500 kb, along with the relevant suggested pricing information, which price is subject to adjustment in accordance with these Terms and Conditions (the “Price”).
d) The Designer agrees to reserve as available for sale a quantity of physical Products equal to the stock availability they indicate as available for sale at the time of submitting their the Product information for uploading to the Site, or at the time of any stock availability update provided to Ellevate Designs. The Designer is responsible for notifying Ellevate Designs within 24 hours of any change in the stock availability of any Product.
e) The Designer offering physical Products for sale on the Site will provide Ellevate Designs a list of countries they are willing to ship to and the cost to ship (“Shipping Costs”) to each country they include.
f) The Designer agrees to ship all physical Products ordered by Patrons through the Site within 7 days of communication of the order information by Ellevate Designs to the Designer.
g) The Designer agrees to handle all refund requests from Patrons, including requests initially received by Ellevate Designs and subsequently communicated to the Designer, in a timely and fair manner.
Ellevate Designs agrees with Designers and Patrons, as applicable, to:
a) Publish, display and list for a period of not less than six (6) months, contingent on inventory availability as expressed by the Designer, (the “Initial Fixed Term”), on the Site Designer’s Products (including related Product information such as Price and Shipping Costs) that are selected and approved by Ellevate Designs in its sole discretion, and are provided by the Designer to Ellevate Designs for such purpose (the “Listing”). The Designer’s Products may remain on the Site indefinitely after the Initial Fixed Term, unless and until the Designer or Ellevate Designs cancels the listing.
b) Accept and process online orders for Products and process and collect all payments for Products, Shipping Costs and Taxes, utilizing an Authorized Payment Methods.
c) Deliver, in a timely manner, to each Patron that purchases digital Products, the link to their digital Product, utilizing an appropriate electronic delivery method.
d) Communicate to the Designer, in a timely manner, details of the purchase by Patrons of physical Products offered by that Designer, after which such Products will be shipped directly from the Designer to the Patron within 3 days of such communication.
e) Communicate to the Designer, in a timely manner, details of all refund requests received from a Patron.
f) Provide to each Designer on a monthly basis a summary of sales information relative to their Products sold on the Site.
g) Pay, on a monthly basis, to each Designer for each one of their Products sold on the Site an amount equal to 85% of the Price at which the Product was sold and any applicable Shipping Costs. Ellevate Designs will retain 15% of the Price at which the Product was sold as the Fee for providing the Service, and will collect and remit any applicable goods and services, provincial sales tax or other similar government tax to the appropriate taxing authority. Transfer fees associated with payment from the customer to Ellevate Designs are included in the 15% retained by Ellevate Designs; transfer fees associated with payment to the designer by Ellevate Designs are included in the 85% payable to the designer.
h) Provide marketing services in respect of the Site, in a manner and amount deemed appropriate by Ellevate Designs, in its sole discretion.
CUSTOMER CONTENT AND INTELLECTUAL PROPERTY
a) We do not claim any intellectual property rights over the Products you provide to Ellevate Designs. All Products you provide for upload to our Site remain yours.
b) By providing Products for uploading to Ellevate Designs, you agree: (a) to allow Ellevate Designs to post the Products publicly to our Site, and to allow other internet users to view the Products that are posted publicly to our Site; (b) to allow Ellevate Designs to store, and in the case of Products posted publicly, to display and use your Products; and (c) that Ellevate Designs may, at any time, review and delete some or all the Products submitted to its Service.
c) Each Designer grants to Ellevate Designs a non-exclusive, royalty-free, assignable, sub licensable right and license to reproduce and use its individual, company, or organizational name, logos and trademarks in advertising or promotional materials, in any and all media (including, but not limited to, print and Internet), whether now or hereafter existing, for the purpose of referring to such Designer as an Ellevate Designs customer and/or describing our services to such Designer.
You understand and agree that the Site and the Services may, at times, be inaccessible or inoperable for any reason, including, but not limited to: (i) equipment or communications malfunctions; (ii) periodic maintenance, repairs, or administrative reviews which we may undertake from time-to-time; or (iii) causes beyond our reasonable control or which are not reasonably foreseeable by us, such as acts of government, the malicious or criminal acts of third parties or the provision of necessary infrastructure to us including, but not limited to, internet services. Ellevate Designs will not be liable to any Designer or any Patron for any damages, losses, liabilities, costs, or expenses arising in connection with the Site or the Services being inaccessible or inoperable.
PAYMENTS AND FEES
a) Subscriptions – Fees payable by Patrons for Subscription Services will be paid in advance and will be billed monthly. A valid method of payment (“Authorized Payment Method”) must be provided and shall be retained on Ellevate Designs’ file during the Subscription term.
b) Payments for Products – Patrons will pay for Products, Taxes and Shipping with an Authorized Payment Method, utilizing the online ordering system on the Site.
c) If Ellevate Designs is not able to process payment of Fees using an Authorized Payment Method, we will make a second attempt to process payment using any Authorized Payment Method 3 days later. If the second attempt is not successful, we will make a final attempt 3 days following the second attempt. If our final attempt is not successful, we may suspend and revoke access to your Account and the Services. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next billing cycle. You may not be able to access your Account during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, Ellevate Designs reserves the right to terminate your Account.
d) All Fees and prices for Products listed on the Site are exclusive of applicable federal, provincial, local or other governmental sales, goods and services (“Taxes”).
e) Ellevate Designs will collect and remit all applicable Taxes that arise from, or as a result of, your subscription to, or purchase of, Ellevate Designs’s Products and Services. Taxes are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such Products and Services and will be billed to your Authorized Payment Method.
f) Payments due and owing from Ellevate Designs to Designers will be processed monthly, taking into account all applicable Product sales and any issued refunds.
g) Requests from Patrons for refunds will be communicated by Ellevate Designs to the applicable Designer within 48 hours of receipt of the request. The Designer will be required to communicate directly to the Patron their decision on whether a refund will be granted, and where refunds are granted, the Designer will issue the refund directly to the Patron.
LIMITATION OF LIABILITY
a) You expressly understand and agree that, to the extent permitted by applicable laws, Ellevate Designs shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the Service.
b) To the extent permitted by applicable laws, in no event shall Ellevate Designs or our suppliers be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with our Site, our Services or these Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) officers, directors, agents, and suppliers harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference or your violation of any law or the rights of a third party.
c) Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
d) Ellevate Designs does not warrant that the Services will be uninterrupted, timely, secure, or error-free.
e) Ellevate Designs does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.
f) Ellevate Designs does not warrant that the quality of any Products, Services, information, or other materials purchased or obtained by you on the Site or through the Services will meet your expectations, or that any errors in the Services will be corrected.
REPRESENTATIONS AND WARRANTIES
Each Designer represents, warrants and covenants the following on a continuous basis:
a) It has the authority and legal right to offer and sell the Products it provides to Ellevate Designs to list on the Site.
b) The Products and photos it provides to Ellevate Designs for sale or display on the Site do not infringe or violate any copyright, trademark, proprietary or intellectual property rights of any person.
The Services may provide links to other Internet websites or resources. Because Ellevate Designs has no control over such websites and resources, you acknowledge and agree that Ellevate Designsis not responsible for the availability of such websites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, services or other materials on or available from such websites or resources, or any damages or losses related thereto.
a) You may cancel your Account and terminate the Terms of Service at any time by contacting us at ellevatedesigns.ca/contact/, provided however such termination may not occur during that period which is 6 months after a Product provided by you for inclusion on the Site has been listed for sale.
b) Upon termination of the Services by either party for any reason:
- Ellevate Designs will cease providing you with the Services and you will no longer be able to access your Account;
- unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
- any outstanding balance owed to Ellevate Designs for your use of the Services through the effective date of such termination will immediately become due and payable in full; and
- any outstanding balance owed to you pursuant to these Terms of Service will be paid on the next occurring quarterly payment date.
c) We reserve the right to modify or terminate Ellevate Designs’ Service, the Terms of Service and/or your Account for any reason, without notice at any time (unless otherwise required by applicable law). Termination of the Terms of Service shall be without prejudice to any rights or obligations which arose prior to the date of termination.
CHANGES TO SERVICE AND PRICING
a) Prices for using the Services are subject to change upon 30 days’ notice from Ellevate Designs. Such notice may be provided at any time by posting the changes to the Ellevate Designs Site or by email delivered to your email address on file.
b) Ellevate Designs reserves the right at any time, and from time to time, to modify or discontinue, the Services (or any part thereof) with or without notice (unless otherwise required by applicable law).
c) Ellevate Designs shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.
These Terms of Service do not constitute and will not be construed as constituting a partnership, joint venture, principal/agency relationship or employer/employee relationship between any party hereto. Each Designer and Ellevate Designs will at all times remain independent contractors of each other, and neither party will represent itself to be an agent or employee of the other.
GOVERNING LAW, JURISDICTION
These Terms of Service will be governed by, and interpreted and enforced in accordance with, the laws of the Province of Alberta and the federal laws of Canada applicable therein. Ellevate Designs and each Designer and Patron irrevocably attorns and submits to the exclusive jurisdiction of the Alberta courts situated in Calgary, Alberta and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.
If any provision of these Terms of Service is determined to be illegal, invalid or unenforceable by any court of competent jurisdiction, that provision will be severed from these Terms of Service and the remaining provisions will remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, these Terms of Service will be modified so as to effect the original intent of these Terms of Service as closely as possible.
These Terms of Service constitute the entire agreement between each party hereto with respect to the provision and use of the Services and all other transactions contemplated by these Terms and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties hereto. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the parties in connection with the subject matter of these Terms of Service, except as specifically set forth in these Terms.