Gammill, Inc delivers Designer Revenue for the previous month's sales by the 15th of the following month, via Direct Depoist. We will provide you with a Direct Deposit Form to complete and return, after being approved.
Terms & Conditions*
Pattern Designer Platform and Services Agreement Terms and Conditions
READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. BY REGISTERING AND USING THE PATTERN DESIGNER SERVICES AND PLATFORM, YOU ARE INDICATING YOUR ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS AND ARE NOT WILLING TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT REGISTER OR USE THE PATTERN DESIGNER SERVICES AND PLATFORM.
1. Platform and Services: Gammill, Inc. (“Gammill”) provides an online platform allowing customers to purchase different unique quilting pattern designs from several pattern designers (the “Platform”). Through the Platform, customers may select and purchase a license to a particular design and Gammill will store a copy of the selected design in an account for the customer through Gammill’s cloud storage service. Customers may also select to receive a downloadable copy of the selected design. [Note: Please verify this transaction process is accurate.] Customers may then use the design in connection with various Gammill products or otherwise to produce quilts and other items. In accordance with these Terms and Conditions, Gammill provides to you as a pattern designer (“Designer” or “You”) a limited license to use and access the Platform and Gammill’s associated services (“Services”) for posting and offering for sale Designer’s unique quilt pattern designs (“Designs”) through the Platform. The Platform and Services shall be used solely for the purpose of providing Designs to Gammill customers and Designer agrees to use the Platform and Services only as specifically authorized by these Terms and Conditions. The Services and Platform allow Designer to submit Designs to Gammill for posting on the Platform. Subject to review and approval, Gammill will place submitted Designs on the Platform for sale to Gammill customers. All sales occurring on the Platform shall be exclusively between Gammill and the customer.
2. Designer Registration and Approval: Designers will be required to register with Gammill through the Gammill website prior to accessing and using the Platform and Services. The registration process requires Designers to provide certain information to allow Gammill to verify each Designer as an authorized seller. [Note: Gammill may consider specifically identifying any required information.] Designer represents and warrants that all information provided during registration is true and accurate to the best of Designer’s knowledge and agrees not to submit any false information to Gammill. Upon submission of the required registration information, Gammill may approve or deny Designer’s request to register as a Designer in Gammill’s sole discretion for any reason. Gammill may further revoke Designer’s registration at any time for any reason in Gammill’s sole discretion.
3. Submission of Pattern Designs: Once Designer is registered and approved with Gammill, Designer shall be authorized to use the Platform and Services to submit Designs for sale to Gammill customers on the Platform. Designer shall be required to submit each Design individually to Gammill through the Platform and Services for prior approval before such Design is posted on the Platform and offered for sale to Gammill customers. Gammill reserves the right to approve or deny any Design in Gammill’s sole and absolute discretion. In connection with Designer’s submission of a Design for posting on the Platform, Designer shall be required to establish that Designer owns all rights in the Design or has obtained the necessary rights and license to provide the Design for sale. Designer hereby agrees not to submit any Design in which (i) Designer does not own all necessary rights or licenses, (ii) infringe the intellectual property rights of others, or (iii) may be deemed offensive to Gammill customers or third parties. Gammill reserves to the right to remove any Design from the Platform at any time and for any reason in Gammill’s sole discretion.
4. Design License: In connection with the submission of any Design for sale on the Platform, Designer grants Gammill a limited license to use and display an image of the Design on the Platform solely for purposes of offering the Design for sale to Gammill customers. Designer further grants to Gammill a limited license to store copies of all Designs sold to Gammill customers through Gammill’s cloud storage service. Subject to the licenses granted in this Section 4, and the license granted to customers upon sale of a Design through the Platform, Designer shall retain all intellectual property rights in each of Designer’s Designs.
5. Designs Sales, Fees and Payment: Gammill shall be entitled to a five percent (5%) service fee for all sales of Designs sold through the Platform (“Service Fee”). Payments for all Design sales occurring through the Platform shall be paid by customers directly to Gammill. Gammill shall maintain a monthly accounting of all sales for Designer’s Designs occurring through the Platform. Within fourteen (14) days following the last day of each month, Gammill will provide Designer a monthly statement identifying all sales of Designer’s Designs occurring during the previous month and a monthly payment for the sales identified in the monthly statement less the Service Fee. [Note: Please verify the payment structure identified in this section is accurate.]
6. Term and Termination: This Agreement is effective until terminated. Both Gammill and Designer may terminate this Agreement for any reason by providing thirty (30) days prior written notice to the other party. Gammill may immediately terminate this Agreement in the event that Gammill reasonably determines that Designer has breached any obligations or requirements in this Agreement by providing notice to Designer. Upon termination, Gammill will remove all of Designer’s Designs posted on the Platform and provide payment to Designer for all outstanding sales of Designer’s Designs within thirty (30) days of termination. All provisions of this Agreement relating to disclaimers of warranties, limitation of liability, remedies, or damages, and Gammill’s proprietary rights shall survive termination.
7. WARRANTY DISCLAIMER: THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND AS TO THE USE OR PERFORMANCE OF THE PLATFORM AND SERVICES, INCLUDING SALES OF DESIGNS OCCURRING THROUGH THE PLATFORM AND SERVICES. GAMMILL DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES TO THE FULLEST EXTENT OF THE LAW, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. GAMMILL DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM AND SERVICES. GAMMILL DOES NOT WARRANT THAT THE PLATFORM OR SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE PLATFORM OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. GAMMILL SHALL HAVE NO LIABILITY TO YOU FOR ANY DAMAGES RELATED TO YOUR USE OF THE PLATFORM OR SERVICES. THE PROVISIONS OF THIS SECTION 7 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT, HOWSOEVER CAUSED, BUT THIS SHALL NOT IMPLY OR CREATE ANY CONTINUED RIGHT TO USE THE PLATFORM AND SERVICES AFTER TERMINATION OF THIS AGREEMENT.
8. LIMITATION OF LIABILITY: IN NO EVENT WILL GAMMILL BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER OR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGE TO EQUIPMENT, LOSS OF DATA, OR LOSS OF PROFITS OR LOST SAVINGS, ARISING OUT OF USE OR AN INABILITY TO USE THE PLATFORM OR SERVICES, EVEN IF A REPRESENTATIVE OF GAMMILL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS OR FOR ANY CLAIM BY ANY THIRD PARTY. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. GAMMILL’S AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE PLATFORM AND SERVICES SHALL BE LIMITED TO THE SERVICE FEE AMOUNTS CHARGED BY GAMMILL FOR DESIGN SALES OCCURRING THROUGH THE PLATFORM FOR THE PRECEDING TWELVE (12) MONTHS.
9. Designer Representations and Warranties: Designer hereby represents and warrants that (i) all information provided by Designer during registration and approval of Designs and each individual Design are true and accurate to the best of Designer’s knowledge, and (ii) Designer owns all intellectual property rights for all Designs submitted for posting on the Platform or otherwise has obtained all necessary rights and licenses to submit such Designs for posting on the Platform. Designer agrees to be solely responsible for all Designs submitted by Designer for sale through the Platform and any and all claims or damages resulting therefrom.
10. Designer Indemnification: Designer agrees to indemnify Gammill and its affiliates, employees, agents, representatives and third party service providers and defend and hold each of them harmless, from any and all claims, demands, actions, liability, fines, penalties and expenses, whether based on warranty, contract, negligence, strict liability or otherwise, that may arise from Designer’s submission of Designs for sale through the Platform and Services, including claims that any of Designer’s Designs infringe the copyright or other intellectual property right of a third party.
11. General: Any attempt to sublicense, assign or transfer any of the rights, duties or obligations hereunder is void. This Agreement shall be governed by and interpreted under the laws of the State of Missouri, without regard to conflicts of law provisions. The jurisdictional venue for any legal proceedings involving this Agreement or the transaction contemplated herein shall be held in any applicable state or federal court located in Howell County, State of Missouri, U.S.A. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. This Agreement may only be modified by a writing signed by an authorized officer of Gammill. Gammill may assign this Agreement.
DESIGNER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS. DESIGNER FURTHER AGREES THAT THIS AGREEMENT FORMS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN GAMMILL AND DESIGNER RELATING TO THE PLATFORM AND THE SERVICES AND SUPERSEDES ANY PRIOR PROPOSAL, AGREEMENT, REPRESENTATIONS, DISCUSSIONS, UNDERTAKINGS, COMMUNICATIONS OR ADVERTISING, ORAL OR WRITTEN, RELATING TO THE PLATFORM OR SERVICES.