GENERAL CONDITIONS OF SALE AND USE TEXTILE ADDICT FOR DESIGNERS

Notice: Posting designs is restricted to french designers only.

1. Preamble

TextileAddict has created a platform allowing French designers to exhibit their digital creations in order to offer them to Customers.

The Website is operated by TextileAddict, a company registered with the Chambéry RCS under number 852 964 469 and whose head office is located at 6 avenue Jean Jaurès – 73000 CHAMBERY- FRANCE.

These general conditions of sale and use, revisable at any time, apply to all of Textile Addict's online services, the information appearing on any other document, whatever it may be, having only an indicative value, with the exception of possible special conditions granted by Textile Addict, which will prevail in the event of contradiction. No tolerance may be interpreted as a waiver of a right.

The Services are subject to change and Textile Addict may offer additional or new services, which will be integrated into the internal site and which may, where applicable, be subject to additional, distinct or additional terms and conditions of use.

Access and use of the Services entails the express and unreserved acceptance of all of these general conditions by the Designer.

The Designer therefore confirms having read and understood the entirety of these General Conditions before any use of the Services and undertakes to respect them.

2. Definitions

The terms and expressions referred to below mean, when preceded by a capital letter, for the purposes of the interpretation and execution hereof:

“Customer” means any consumer and/or professional who acquires one or more Design(s) on the Site.

“Order” means the order of one or more Design(s) by a Customer.

“General Conditions” means these general conditions of sale and use.

“Design(s)” refers to the digital content(s) created by the Designer and the Certified Designer and deposited on the Site with a view to its (their) marketing.

“Designer(s)” designates the artist(s) or collectives of French artists submitting Designs on the Platform with a view to their marketing.

“Certified Designer” designates the status allowing a Designer to submit their Designs directly on the site without validation by TextileAddict.

“Price” means the price at which a Design is offered.

“Site” means https://frenchdesign.textileaddict.me

In the body of the General Conditions, any reference to an Article, Title or Annex is, unless otherwise specified, a reference to an Article, Title or Annex hereto.

3. Selection of Designers

TextileAddict wishes to offer Customers varied and quality Designs from French Designers. TextileAddict therefore reserves the right to select Designers who can exhibit their Designs on the Site.

For registration and selection purposes, the Designer must complete the Sell Patterns form including:

    Their marital status / Their company name

    Their full contact details

    Some presentation questions

    A link to his references

The Designer undertakes to provide truthful information. The Designer undertakes to inform TextileAddict of any change within 8 days of said change.

TextileAddict will inform the Designer of their decision within 30 days of the request.

The absence of a response within the aforementioned deadline constitutes rejection.

The Designer will also be able to benefit from the “Certified Designer” status, allowing him to submit the Designs directly on the Site without validation from TextileAddict. Certification is granted to Designers at the discretion of TextileAddict and may be withdrawn.

TextileAddict reserves the right to refuse to exhibit any Design without having to justify this to the Designer and without the latter being able to claim any damages as a result. Likewise, TextileAddict reserves the right to remove the Designs and/or withdraw access to the Site in the event of violation of these conditions.

4. Design(s)

4.1 Validated design(s)

If the Designer does not have the status of Certified Designer, he must submit each of his Designs to TextileAddict who will validate them or not so that they appear or not on the Site.

4.2 Design(s) deposited directly on the Site by the Certified Designer

From the moment of his certification, the Certified Designer will be able to submit his Designs directly on the Site. TextileAddict may remove the Design before the 30-day period if it does not correspond to the expectations of the Site or contravenes these General Conditions.

4.3 General applicable to all Designs

4.3.1 Originality of Designs and intellectual property

In order for the Site to be and remain attractive, the Designer undertakes to only offer on the Site original Designs of which he is the author and for which he holds all intellectual property rights.

It undertakes not to offer Designs that are offensive, inappropriate or, in particular, contain elements for which it does not hold all the intellectual property rights.

A Design may be considered inappropriate or offensive, particularly in cases where it contains racist, misogynistic, cultural appropriation or illegal elements.

In the event of a third party reporting a Design for any reason, TextileAddict reserves the right to:

(i) remove the Design;

(ii) to withdraw the status of Certified Designer from the Designer;

(iii) to remove all of the Designer's Designs from the Site and close their account, thereby terminating these conditions.

After examining the third party's complaint, TextileAddict may, if it considers it unfounded, put the Design back on the Site. In this case, the 30-day period mentioned below will have been suspended during the withdrawal of the Design.

4.3.2 Exclusivity

- TEXTILEADDICT

By accepting these general conditions, the Designer grants TextileAddict SAS the exclusive right to use the Designs and offer them for sale on the Site.

This right includes in particular:

    The right to commercialize the Design and transfer it to third parties;

    the right to reproduce the Design in its entirety in all forms, in all formats, on all media (such as packaging, textiles, various objects, fashion accessories, posters, catalogs, all advertising documents including in cinema, on television and on computer networks, commercial documents, etc.), in all materials, in any color or combination of colors;

    The right to represent or have represented the Design by any means, in all formats, on all media (such as packaging, posters, catalogs, all advertising documents including in cinema, on television, online and on social networks, documents commercial), in all materials, in any color or combination of colors, as part of all internal communication actions and all promotional and advertising operations, professional or general public;

    the right to adapt or have the Design adapted in whole or in part, in any format, in any color or combination of colors, in modified form by the integration or affixing of new elements such as, as for example, a verbal and/or figurative element (in particular drawing, decoration, logo, etc.) on all media;

    the right to reproduce, have reproduced, represent or have represented adaptations of the Design on all media.

These rights are granted worldwide and for a period not exceeding the legal duration of the Designer's copyright.

The Designs offered must not be or have been used on any other site or medium.

During the duration of their exhibition on the Site, TextileAddict benefits from operating exclusivity. The Designer will therefore not be able to use or market the Designs as long as they are used on the Site. This exclusivity extends to variations of the Design (colors, slight changes, etc.).

When a Design is removed from the Site, the Designer may offer it on other Sites and/or media.

The Designer accepts that TextileAddict or any authorized third party uses one or more of his Designs to promote the Site, particularly to Customers.

- CUSTOMERS – NON-EXCLUSIVE LICENSE GRANT

Clients are not required to have any exclusivity towards the Designer, who accepts it. The Design acquired may be used by the Client without limit of support, duration or territory, within the limits of respect for the copyright of the Designer.

The Client does not benefit from any exclusivity, the Design can be purchased by several Clients as long as it is present on the Site.

TextileAddict cannot be held responsible for the violation of the Designer's rights by the Client, which the Designer expressly accepts.

4.3.3 Number of Designs

In order to guarantee the diversity of Designs offered on the Site, the number of Designs offered by each Designer is limited according to the terms of the technical guide made available to them on the Site.

TextileAddict may remove any Design from the Site subject to the 30-day period described in the article below.

4.3.4 Duration of exposure

Each Design will have a duration of exposure on the Site of a minimum of 30 days from its posting online.

After this period, the Design may be withdrawn at any time by TextileAddict or the Designer.

4.3.5 Design Formats

The Designer must submit each Design:

    In high resolution (300dpi)

    As a JPG file (saved and provided in a ZIP file)

    Plus in source file if applicable: either in .AI or .EPS file (saved and provided in a ZIP file), or in .psd file (saved and provided in a ZIP file)

    Respecting the technical constraints detailed in the technical guide made available by TextileAddict

 The Designer will be able to submit 3 types of Design:

- an all-over design (with horizontal and vertical repetition)

- a semi-placed design (with a horizontal repeat only)

- a placed Design (without repetition of the Design)

In the event that the file contains technical errors (in particular reporting and repetition errors for allover patterns and semi-placed patterns), the Designer must immediately notify TextileAddict so that the Design is immediately removed from the Site and corrected.

4.3.6 Modification of Designs by the Client

The Designer is informed and accepts that the Design may be modified by the Client:

    Color change ;

    Change of scale

5. Price

The Price offered to Customers is indicated on the Site.

In the event of a Price change, TextileAddict will inform the Designer. The new Price will only take effect 15 calendar days from the date of information.

Promotions and reductions may also be offered to Customers, which the Designer accepts without reservation. Cumulative promotions and reductions cannot exceed 50% of the Price.

TextileAddict cannot be held liable in the event of failure to sell the Designs.

6. Commission

The Designer will receive a commission in the amount of 50% of the Price, less any discounts and promotions.

The Designer may also benefit from a commission of 10% of the Price, after deducting any reductions and promotions, by using affiliation codes. To benefit from affiliation, the Designer must create a customer account and accept the Affiliation Conditions.

The Designer will have direct access to the sales summary of their Designs on their Designer account.

The Designer will be able to request payment of commissions from the cumulative sales of their Designs from €50 to TextileAddict (from their Designer account) and will send their invoice to TextileAddict.

If on July 31 of each year, the Designer has a remaining commission of less than 50 euros, he must before September 15 of the same year send TextileAddict an invoice for the amount of the remaining commissions.

TextileAddict will pay the Designer's invoice 30 days from the end of the month.

7. Warranty

7.1 Designer

The Designer guarantees the material existence of the Design and its validity against any personal attack.

The Designer certifies:

    be the sole owner of the Design rights and the copyright on the creation subject to said Design;

    be vested with all the rights allowing it to carry out this license;

    that the rights granted do not infringe any rights of its employees and/or external creators who intervene at its request or under its supervision;

    that on the day of signing of this contract there is no dispute or claim from third parties relating to the Design.

The Designer therefore guarantees TextileAddict the free and peaceful exploitation of the Design.

The Designer must guarantee TextileAddict for the entire damage suffered by the latter in the event of a claim by a third party of ownership of the Design or in the event of an action for infringement. In both cases, the Designer immediately informs TextileAddict of the assignment. The Designer must join the action and will bear all legal costs incurred by both the Designer and TextileAddict.

From the first day of the month following the summons, the commissions will be paid by TextileAddict into a blocked bank account, until a final decision is adopted. If the action brought by the third party is upheld, the amount of commissions paid into the blocked account will be paid to TextileAddict. Otherwise, the royalties will be released and allocated to the Designer.

In this case, TextileAddict reserves the right to remove all of the Designer's Designs from the Site and/or to suspend the Designer's Account.

The Designer also certifies that the Design has not been the subject of any operating license in favor of any third party.

In the event that a third party contacts TextileAddict to report acts of counterfeiting involving a Designer, the latter authorizes TextileAddict to communicate all of their contact details to the third party.

7.2 TextileAddict

TextileAddict cannot be held liable in the event of:

    Interruption of the Site for maintenance;

    Introduction by a third party of a computer virus into the server or on the Site having an effect on the execution of these terms;

    An interruption of the Internet connection service for a cause beyond its control.

On the other hand, if TextileAddict's liability were to be sought for its personal act having caused direct damage to the Designer, the amount of damages awarded could not exceed the amount of commissions paid to the Designer for the month preceding the date of the wrongful act.

8. Defense of Design

As the Designs are posted online on a website accessible to the public, the Designers are exposed to their Designs being subject to acts of counterfeiting.

TextileAddict, to limit this risk, has implemented the following procedures:

    Integration of watermarks on Designs

    Limited Client access to high resolution files

The Designer is, however, aware of the possibility for third parties to engage in acts of counterfeiting, without TextileAddict being held liable for this.

In the event that a third party engages in acts of counterfeiting or unfair competition affecting the Design, the party who becomes aware of these acts will be obliged to inform the other party without delay in writing, by indicating the name of the third party, the nature and circumstances of the incriminated acts and sending them the relevant documentation.

The Designer will take, at his own expense, all measures he considers necessary to prevent or prohibit illegal acts.

Any compensation obtained as a result of such actions will be for the exclusive benefit of the Designer.

If the Designer has not responded to TextileAddict's communication relating to unlawful acts within 15 days of receipt of said communication, or within a lesser period reasonably set in the communication in the event of an emergency, TextileAddict will be free to adopt , but in its own name and on its own behalf, all appropriate initiatives vis-à-vis third-party infringers, at its expense.

In this case, the compensation obtained will be for the exclusive benefit of TextileAddict.

The Designer remains free to initiate actions independently or to join those potentially initiated by TextileAddict by appointing, at its own expense, its lawyers.

In the event that a third party sues the Designer or TextileAddict for counterfeiting or unfair competition for infringement of prior rights due to the use of the Design, the party who becomes aware of these acts will be obliged to inform them without delay the other party in writing, indicating the name of the third party, the nature and circumstances of the incriminated acts and sending them the relevant documentation.

The Designer will take, at his own expense, all necessary measures to oppose the proceedings and will indemnify TextileAddict against all convictions which could be imposed on him.

9. Termination

9.1 Immediate termination

The rights granted under the General Conditions will automatically terminate if:

(i) the Designer fails to comply with any of the terms hereof;

(ii) In the event of reporting a third party for infringement of an intellectual property right or offensive content.

In the event of such termination, Designer will cease all use of the Services, and TextileAddict may immediately revoke access to the Services without any refund of fees.

In the event of payment in installments of the Price, TextileAddict reserves the right to cut off access to the Designer if one or more installments are not paid.

In this case, any sum already paid to Textile Addict will remain with it.

9.2 Termination with notice

The Designer and TextileAddict have the option of ceasing their collaboration except in the cases mentioned in 9.1.

In this case, the party wishing to terminate the present agreement will inform the other by email.

Termination will take place after a period of 30 days from the date of the termination request.

10. Brands

The “TextileAddict” brand, as well as all figurative or non-figurative brands and more generally all other brands, illustrations, images and logos appearing on the Site, whether registered or not, are and will remain the exclusive property of TextileAddict. . Any total or partial reproduction, modification or use of these brands, illustrations, images and logos, for any reason and on any medium whatsoever, without the express prior consent of TextileAddict, is strictly prohibited. The same applies to any combination or conjunction with any other brand, symbol, logo and more generally any distinctive sign intended to form a composite logo. The same applies to any copyright, design, model and patent which are the property of TextileAddict.

11. Confidentiality – Protection of personal data

The information collected is subject to computer processing intended in particular to manage Designer and customer accounts, the supply of all goods and services, prospecting and the development of statistics based on service usage data, accounting and payment of commissions, and for other additional purposes in accordance with the Privacy Policy – personal data.

In accordance with the applicable regulations on the protection of personal data, any person has the rights (i) access, (ii) rectification, (iii) erasure, (iv) limitation, (v) portability of data where applicable and (vi) opposition to processing by contacting the DPO at the following email address: contact©textileaddict.me.

The personal information communicated is recorded in a computerized file.

TextileAddict will only process or use the Designer's data to the extent necessary to contact, process requests, create and manage access to online services or carry out statistical studies.

Personal information will be retained for as long as necessary until the services are performed, unless:

    The Designer exercises his right to delete data, under the conditions described below;

    A longer retention period is authorized or imposed under a legal or regulatory provision.

The Designer is informed that TextileAddict will archive the Designs after their removal. This archiving is done on a database allowing the conservation and traceability of the Designs and the timestamping of the archiving. The Designs will be kept on the database for a period not exceeding the legal duration of the copyright attached to them.

During this period, TextileAddict puts in place all means capable of ensuring the confidentiality and security of personal data, so as to prevent their damage, erasure or access by unauthorized third parties.

Access to personal data is strictly limited to TextileAddict staff and, where applicable, to its subcontractors or partners.

The subcontractors and partners in question are subject to an obligation of confidentiality and may only use the data in accordance with the contractual provisions and applicable legislation.

Apart from the cases set out above, TextileAddict undertakes not to sell, rent, transfer or give third parties access to the data without the prior consent of the Designer, unless forced to do so for a legitimate reason. (legal obligation, fight against fraud or abuse, exercise of defense rights, etc.).

In accordance with the “information technology and freedoms” law of January 6, 1978 as amended and European Regulation No. 2016/679/EU of April 27, 2016 (applicable from May 25, 2018), the Designer benefits from a right of access, rectification, portability and erasure of data or limitation of processing. The Designer may also, for legitimate reasons, object to the processing of data concerning him.

The Designer may, subject to the production of valid proof of identity, exercise his rights by contacting the Data Protection Department at contact©textileaddict.me.

12. Force Majeure

The execution by TextileAddict of its obligations hereunder will be suspended in the event of the occurrence of a fortuitous event or force majeure which would hinder or delay its execution.

 TextileAddict will notify the Designer of the occurrence of such a fortuitous event or force majeure within 8 calendar days from the date of occurrence of the event.

13. Confidentiality

TextileAddict and the Designer undertake to ensure that the content of the General Conditions and all confidential information and data exchanged during their commercial relationship are not disclosed to third parties.

Termination hereof cannot release the parties from this obligation.

14. Nullity of a Clause of the General Conditions

If any of the provisions of these General Conditions were canceled, this nullity would not result in the nullity of the other provisions of the General Conditions which will remain in force.

15. Independence

Each of the contracting parties retains its independence and autonomy.

16. Complaints, amicable settlement of disputes, competent courts and applicable law

TextileAddict and the Designer undertake to try to find an amicable solution in the event of a dispute or the occurrence of a difficulty.

In the event of failure of the amicable attempt, the courts of Chambéry will have sole jurisdiction to hear any disputes which may arise between the parties concerning the conclusion, interpretation or execution hereof with the exception of disputes linked to the rights of intellectual property which will be examined by the Lyon judicial court.

It is expressly agreed that French law governs the stipulations of this contract, both for its conclusion and for its interpretation and its effects.