Effective Date: Feb 1st, 2019
WELCOME TO THE WESCOVER, INC. WEBSITE
Welcome to the Wescover (“Wescover”, "us", "our" or "we") website located at www.wescover.com (“Website”) – and thank you for visiting. We hope you enjoy the experience!
PLEASE READ THESE TERMS CAREFULLY BEFORE BROWSING THIS WEBSITE AND/OR USING THE SERVICES. USING THE SERVICES OR UPLOADING ANY CONTENT TO THE SITE INDICATES THAT YOU HAVE BOTH READ AND ACCEPT THESE TERMS. YOU CANNOT USE THE SERVICES IF YOU DO NOT ACCEPT THESE TERMS.
NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH THE COMPANY. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.
You should make sure you read and understand all of these Terms, but we thought we would breakdown a few fundamentals about the Services.
Wescover’s mission is to empower creators through promoting artworks and design works featured in spaces where we spend our daily lives (from the ceramics in coffee shops to the chandeliers in hotels). For this reason, we provide a platform through which creators can display and promote their works, tell the stories behind those works and otherwise communicate with other creators and users about their works.
You always own the Content you create (your “User Content,” as defined below) and all of the copyrights in your User Content. When you use our Services and submit your User Content via the Services, you do grant us certain permissions (also called “rights”) to use your User Content.
The rights you grant to us allow your User Content to be made available through and in connection the Services in various ways, including as part of your user profile and portfolio pages or a general list or category in returned search results with other Content. Your User Content may also appear as part of editorial content about the Services, such as in articles, blog posts or curated lists, and any in other places where were we promote the Services or your User Content. In addition, we may use your User Content in other places to promote Wescover’s Services or your User Content. (Checkout Section 10(b) for more information.)
We are in the process of developing and improving our Services to make our offering an interesting and engaging destination for artistic and design discovery. We may update these Terms as new developments are implemented – stay tuned!
By using the Services, you promise that you are at least 18 years of age.
We invite you to use the Services for individual, consumer purposes and for promoting Your Content, if you choose to submit any, through our Services, only ("Permitted Purposes").
In these Terms we are granting you a limited, personal, non-exclusive and non-transferable license to use and to display the Content; your right to use the Content is conditioned on your compliance with these Terms. You have no other rights in the Services or any Content other than Your Content, and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the other Services or Content in any manner. If you make copies of any of the Services while engaging in Permitted Purposes then we ask that you be sure to keep on the copies all of our copyright and other proprietary notices as they appear on the Website.
Unfortunately, if you breach any of these Terms the above license will terminate automatically and you must immediately destroy any downloaded or printed Content (and any copies thereof).
USING THE WEBSITE AND THE SERVICES.
We appreciate your visiting the Website and allow you to stop by and leisurely check it out without even registering with us.
However, in order to submit User Content, access certain password-restricted areas of this Website, and to use certain Services and Content offered on and through the Services, you may be required to successfully register an account with us.
CREATING AN ACCOUNT.
If you want an account with us, you may log in through an available third party source or submit the following information through the account registration page:
A working email address;
True and accurate first and last name;
Preferred username and password.
You may also provide additional, optional information so that we can provide you a more customized experience when using the Services. Once you submit the required registration information, we alone will determine whether or not to approve your proposed account. If approved, you will be sent an e-mail detailing how to complete your registration. For so long as you use the account, you agree to provide true, accurate, current, and complete information which can be accomplished by logging into your account and making relevant changes directly or contacting us using the below contact information and we can make the changes for you. If you forget your password, we will send a password update to your provided email address.
You are responsible for complying with these Terms when you access the Services, whether directly or through any account that you may setup through or on the Services. Because it is your account, it is your job to obtain and maintain all equipment and services needed for access to and use of the Services as well as paying related charges. It is also your responsibility to maintain the confidentiality of your password(s), including any password of a third-party site that we may allow you to use to access the Services. Should you believe your password or security for the Services has been breached in any way, you must immediately notify us.
By using the Services, you consent to receiving electronic communications from us concerning or related to the Services. These electronic communications are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
LINKS TO THIRD-PARTY SITES.
We think links are convenient, and we sometimes provide links on the Website to third-party websites. If you use these links, you will leave this Website. We are not obligated to review or monitor any third-party websites that you link to from this Website, we do not control any of the third-party websites, and we are not responsible for any of the third-party websites (or the products, services, or content available through any of them). Thus, we do not endorse or make any representations about such third-party websites, any information, software, products, services, or materials found there, or any results that may be obtained from using them. If you decide to access any of the third-party websites linked to from this Website, you do this entirely at your own risk and you must follow the privacy policies and terms and conditions for those third-party websites. Certain areas of this Website may allow you to interact and/or conduct transactions with one or more third-party websites, and, if applicable, allow you to configure your privacy settings in that third-party website account to permit your activities on this Website to be shared with your contacts in your third-party site account.
CONTENT OWNERSHIP, RESPONSIBILITY AND REMOVAL.
(a) Definitions. For purposes of these Terms, (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services, and (ii) “User Content” means any Content that you provide to Wescover to be made available through the Services. Content includes without limitation User Content.
(b) Rights in User Content Granted by You. We do not claim any ownership rights in any of your User Content, and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. By submitting any User Content and making it available through the Services, you hereby grant us certain rights, as follows:
solely for the purposes of (i) operating and providing the Services and Content to you and other users of the Services, and (ii) promoting, marketing and advertising the Services, you hereby grant us a non-exclusive, worldwide, royalty-free, perpetual and irrevocable license, with the right to sublicense, to use, copy, publicly display, publicly perform and distribute your User Content.
the license granted under this Section 10(b) expressly permits us to modify User Content (such as by resizing and cropping images and extracting and emphasizing portions of text) as necessary for formatting and editorial purposes.
Wescover will not make, license, sell, or transfer any rights to make, license, or sell prints, sculptures, posters, or other fine art reproductions of the User Content without separate permission. If Wescover uses any of your User Content to promote, market, or advertise the Services, it will if practicable provide credit to you, the creator, as the author of the User Content in a caption or nearby the reproduced User Content.
(c) Responsibility for User Content. You agree that you are solely responsible for all of your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by us on or through the Services or as otherwise contemplated by these Terms, will infringe, misappropriate, or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Although we are not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms or the law. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
(d) Removal of User Content. You can remove most of your User Content by specifically deleting it. If you decide to discontinue your account with Wescover, you may do so by emailing email@example.com and we will remove your user profile and portfolio pages from the website. However, in certain instances, some of your User Content (such as posts or comments you make or references not on your profile or portfolio pages) may not be completely removed and copies of such User Content may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) this User Content.
To be clear, we authorize your use of the Services only for Permitted Purposes. Any other use of the Services beyond the Permitted Purposes is prohibited and, therefore, constitutes unauthorized use of the Services and a breach of this agreement. This is because as between you and us, all rights in the Services remain our property.
Unauthorized use of the Services may also result in violation of various United States and international copyright or other laws. Because we prefer keeping this relationship drama-free, we want to give you examples of things to avoid. So, unless you have written permission from us stating otherwise, you are not authorized to use the Services in any of the following ways (these are examples only and the list below is not a complete list of everything that you are not permitted to do):
For any public or commercial purpose that includes use of or access to the Services on another site or through a networked computer environment;
In a manner that modifies, publicly displays, publicly performs, reproduces or distributes any of the Services other than Your Content;
In a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law;
To stalk, harass, or harm another individual;
To impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
To interfere with or disrupt the Services or servers or networks connected to the Services;
To use any data mining, robots, or similar data gathering or extraction methods in connection with the Services; or
Attempt to gain unauthorized access to any portion of the Services or any other accounts, computer systems, or networks connected to the Services, whether through hacking, password mining, or any other means.
You agree that we may require you to pay for attorneys to defend us if you violate these Terms and that violation results in a problem for us and, for any violations, you agree to cooperate with our defense of such claim. You also agree to pay any damages that we may end up having to pay as a result of your violation. You alone are responsible for any violation of these Terms by you.
"Wescover" is a trademark that belongs to us. Other trademarks, names and logos on the Services are the property of their respective owners, including your trademarks, names, and logos.
Unless otherwise specified in these Terms, all Content, including the arrangement of them on the Services are our sole property, Copyright © 2016 Wescover, Inc. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any of Wescover’s copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.
INTELLECTUAL PROPERTY INFRINGEMENT.
We respect the intellectual property rights of others and encourage you to do the same. Accordingly, we have a policy of removing User Content that violates intellectual property rights of others, suspending access to the Services (or any portion thereof) to any user who uses the Services in violation of someone’s intellectual property rights, and/or terminating in appropriate circumstances the account of any user who uses the this Website in violation of someone’s intellectual property rights. Please see our Copyright Policy for further information, including how to give notice of any copyright infringements.
We reserve the right, in our sole discretion, to terminate the account or access of any user of the Services who is the subject of repeated copyright or other infringement notifications.
DISCLAIMER OF WARRANTIES.
THE SERVICES ARE PROVIDED "AS IS" AND "WITH ALL FAULTS" AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES IS WITH YOU. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND (EXPRESS, IMPLIED OR STATUTORY) WITH RESPECT TO THE SERVICES, WHICH INCLUDES BUT IS NOT LIMITED TO, ANY IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
THIS MEANS THAT WE DO NOT PROMISE YOU THAT THE SERVICES ARE FREE OF PROBLEMS. Without limiting the generality of the foregoing, we make no warranty that the Services will meet your requirements or that the Services will be uninterrupted, timely, secure, or error free or that defects in the Services will be corrected. We make no warranty as to the results that may be obtained from the use of the Services or as to the accuracy or reliability of any information obtained through the Services. No advice or information, whether oral or written, obtained by you through the Services or from us or our subsidiaries/other affiliated companies shall create any warranty. We disclaim all equitable indemnities.
LIMITATION OF LIABILITY.
WE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR USE DISPLAYING, COPYING, UPLOADING OR DOWNLOADING ANY CONTENT TO OR FROM THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF WE KNOW THERE IS A POSSIBILITY OF SUCH DAMAGE, AND OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE WEBSITE SHALL NOT BE MORE THAN $500.00.
LOCAL LAWS; EXPORT CONTROL.
We control and operate the Services from our headquarters in the United States of America and the entirety of the Services may not be appropriate or available for use in other locations. If you use the Services outside the United States of America, you are solely responsible for following applicable local laws.
Any submissions by you to us relating to the Services (e.g., comments, questions, suggestions, materials – collectively, “Feedback”) through any communication whatsoever (e.g., call, fax, email) will be treated as both non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and we are free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that we are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
DISPUTE RESOLUTION AND ARBITRATION; CLASS ACTION WAIVER.
Please Read This Provision Carefully. It Affects Your Legal Rights.
This Provision facilitates the prompt and efficient resolution of any dispute (e.g., claim or controversy, whether based in contract, statute, regulation, ordinance, tort – including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence – or any other legal or equitable theory, and includes the validity, enforceability or scope of this Provision (with the exception of the enforceability of the Class Action Waiver clause below)) that may arise between you and us. Effectively, then, “dispute” is given the broadest meaning enforceable by law and includes any claims against other parties relating to services or products provided or billed to you (such as our licensors, suppliers, dealers or third-party vendors) whenever you also assert claims against us in the same proceeding.
This Provision provides that all disputes between you and us shall be resolved by binding arbitration. Acceptance of these Terms constitutes a waiver of your right to litigate claims to a judge or jury. We prefer this because we believe arbitration is less drama-filled than litigation. To be clear, there is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney’s fees). You may, however, opt-out of this Provision as specified below, which means you would have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). EACH PARTY AGREES THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.
Pre-Arbitration Claim Resolution:
For all Disputes, whether pursued in court or arbitration, you must first give us an opportunity to resolve the Dispute which is first done by emailing to us at firstname.lastname@example.org the following information: (1) your name, (2) your address, (3) a written description of your Claim, and (4) a description of the specific relief you seek. If we do not resolve the Dispute within 45 days after receiving your notification, than you may pursue your Dispute in arbitration. You may pursue your dispute in a court only under the circumstances described below.
Exclusions from Arbitration/Right to Opt Out
Notwithstanding the above, your or we may choose to pursue a Dispute in court and not by arbitration if: (a) The dispute qualifies for initiation in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 60 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THIS AGREEMENT (the “Opt-Out Deadline”). You may opt-out of this Provision by emailing us at email@example.com the following information: (1) your name; (2) your address; (3) a clear statement that you do not wish to resolve disputes with us through arbitration. Either way, we will not take any decision you make personally. In fact, we promise that your decision to opt-out of this Arbitration Provision will have no adverse effect on your relationship with us. But, we do have to enforce the Opt-Out Deadline so keep in mind that any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your dispute in arbitration or small claims court.
If this Provision applies and the dispute is not resolved as provided above (Pre-Arbitration Claim Resolution) either you or we may initiate arbitration proceedings. The initiating party may choose the American Arbitration Association (“AAA”), www.adr.org, or JAMS, www.jamsadr.com, to arbitrate disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration, and shall in no event be commenced as a class arbitration. All issues shall be for the arbitrator to decide, including the scope of this Provision.
For arbitration before AAA, for Disputes of less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply; for Disputes involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply. In either instance, the AAA’s Optional Rules for Emergency Measures of Protection shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols for Domestic, Commercial Cases will apply. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267. This Provision governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action procedures or rules apply to the arbitration.
Because the Services and these Terms concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.
Arbitration Award – The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. Such award will be final and binding on the parties, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.
Location of Arbitration – you or we may initiate arbitration in either San Francisco or the federal judicial district that includes your billing address. In the event that you select the latter, we may transfer the arbitration to San Francisco so long as we agree to pay any additional fees or costs which the arbitrator determines you incur as a result of the transfer.
Payment of Arbitration Fees and Costs – So long as you place a request in writing prior to commencement of the arbitration, we will pay all fees and associated costs and expenses for the arbitrator and administrator of the arbitration. But, you will still be responsible for all additional fees and costs that you incur in the arbitration which include but are not limited to attorneys’ fees or expert witnesses. In addition to any fees and costs recoverable under applicable law, if you provide notice and negotiate in good faith with us pursuant to the section above titled “Pre-Arbitration Claim Resolution” and the arbitrator concludes that you are the prevailing party in the arbitration, you will be entitled to recover your reasonable attorney’s fees and costs as determined by the arbitrator.
Class Action Waiver
Except as otherwise provided in this Provision, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action) unless both you and we specifically agree to do so following initiation of the arbitration. If you choose to opt out of the Arbitration Provision, as specified above, this Class Action Waiver will not apply to you. Neither you, nor any other user of the Services can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.
You understand and agree that by accepting this Provision in these Terms, you and we are each waiving the right to a jury trial or a trial before a judge in a public court. In the absence of this Provision, you and we might otherwise have had a right or opportunity to bring disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided below, those rights are waived. Other rights that you would have if you went to court (e.g., the rights to both appeal and certain types of discovery) may be more limited or may also be waived.
If any clause within this Provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Provision whose remainder will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Provision will be unenforceable and the dispute will be decided by a court.
This Provision shall survive the termination of your account with us or our affiliates and your discontinued use of the Services. Notwithstanding any provision in this Agreement to the contrary, we agree that if we make any change to this Provision (other than a change to the Notice Address), you may reject any such change and require us to adhere to the language in this Provision if a dispute between us arises.
We think direct communication resolves most issues – if we feel that you are not complying with these Terms, we will tell you. We will even provide you with recommended necessary corrective action(s) because we value this relationship.
However, certain violations of these Terms, as determined by us, may require immediate termination of your access to the Services without prior notice to you. The Federal Arbitration Act, California state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. You agree that foreign laws do not apply and you will not seek to enforce them against us. Any disputes between us not subject to arbitration as described above will be heard in the courts located in San Francisco County, San Francisco. If any of these Terms (other than the arbitration Provision) are deemed inconsistent with applicable law, then such term(s) shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. By choosing not to enforce any of these Terms, we are not waiving our rights. These Terms and those referred to herein are the entire agreement between you and Wescover and, therefore, supersede all prior or contemporaneous negotiations, discussions or agreements between the parties about the Services. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.
CHANGES TO TERMS.
We may alter the Content and Services we offer you and/or choose to modify, suspend or discontinue the Services at any time and without notifying you. We may also change, update, add or remove provisions (collectively, “modifications”) of these Terms from time to time. We will inform you of any modifications to these Terms by posting them on the Website.
If you object to any such modifications, your sole recourse shall be to cease using the Services. Continued use of the Services following notice of any such modifications indicates you acknowledge and agree to be bound by the modifications. Also, please know that these Terms may be superseded by expressly-designated legal notices or terms located on particular pages of the Website. These expressly-designated legal notices or terms are incorporated into these Terms and supersede the provision(s) of these Terms that are designated as being superseded.
CALIFORNIA CONSUMER NOTICE.
Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: The Services are provided by Wescover. If you have a question or complaint regarding the Services, please contact Customer Service at firstname.lastname@example.org. You may also contact us by writing by contacting email@example.com for the mailing address. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800).
If you have any questions about these Terms or otherwise need to contact us for any reason, you can reach us at firstname.lastname@example.org.