TERMS AND CONDITIONS – LAST STITCH
Last updated September 17, 2024
Welcome to Last Stitch! These Terms and Conditions (“Terms”) govern your use of our platform, available at [www.laststitch.com], which serves as a meeting place for users to discover, purchase, and engage with a variety of products and services (the “Platform”). By accessing or using Last Stitch, whether as a registered user or guest, you agree to comply with and be bound by these Terms, as well as our Privacy Policy which is hereby incorporated into these Terms by reference.
Last Stitch provides a marketplace where individuals and businesses (“Users”) can create listings, offer products, and provide services across various categories. We connect buyers and sellers, facilitating the interaction, but do not take part in the actual transactions between them. The responsibility for the quality, legality, and safety of the products and services listed rests solely with the Users.
These Terms constitute a legally binding agreement made between you and [_____], a company registered under the state laws of [__________], United States which exercises ownership and control over Last Stitch (“We”, “Us” or “Our”), concerning your access to and use of the Platform. You agree that by accessing the Platform, you have read, understood, and agreed to be bound by all of these Terms. If you do not agree with any or all of these Terms, then you are expressly prohibited from using the Platform and you must discontinue use immediately. These Terms may be updated from time to time, and you are encouraged to review them periodically to stay informed about any changes. Your continued use of Last Stitch after any modifications to the Terms will constitute your acceptance of those changes.
OUR SERVICES
At Last Stitch, our services are thoughtfully organized into three distinct sections to support the circular economy and promote sustainability in the textile industry.

Section 1: Pre-Consumer Textile Waste. This section is dedicated to the management and liquidation of pre-consumer textile waste. Here, you can post and browse listings for unused fabric, yarn, and surplus inventory. Listings can be made with or without an expiration date. If a listing includes an expiration date, the product will automatically be removed from the platform once that date has passed and will no longer be available for purchase. Please note that products in Section 1 are not eligible for return. If you are not satisfied with a purchase, you may choose to resell or discard the item. This section is specifically designed to facilitate the liquidation of new waste, helping to prevent unnecessary disposal and promoting sustainability.
Section 2: Resale Products. Section 2 serves as a marketplace for reselling items acquired from Section 1. Resellers can purchase textile waste products in bulk from Section 1 and then offer them in smaller portions within Section 2. This section allows for the redistribution and repurposing of materials, giving them a new life and making them accessible to a broader audience. It’s a space where creativity meets commerce, enabling resellers to curate and present products in ways that cater to various needs and preferences.
Section 3: Marketplace for Products and Services. This section is a dynamic marketplace for products and services that emphasize sustainability and creativity. Here, you will find products made from circulated fabric, including items crafted from repurposed materials. Additionally, this section offers made-to-order products using fabric from Section 1. Service providers can also showcase their expertise, including manufacturing for Section 1, recurring shipping services, and various creative services such as pattern design, custom clothing, seamstress work, stitching (for crafty sustainable advocates), and quilting. Section 3 is designed to connect consumers with a range of products and services that support a circular economy and foster sustainable practices within the textile industry.

We retain the right to modify, add, or remove services from our Platform at our sole discretion. This includes, but is not limited to, introducing new services, altering existing ones, or discontinuing any current offerings. Any new services introduced may be subject to additional terms and conditions, which will be clearly communicated to users through the Platform or other means of notification. By accessing or using any new or modified services, you agree to comply with and be bound by any additional terms and conditions applicable to those services. These additional terms will be considered part of the overall agreement governing your use of the Platform. If you do not agree with any new terms or modifications, you should cease using the affected services. Continued use of such services constitutes acceptance of the updated terms and conditions.

INTELLECTUAL PROPERTY RIGHTS
Our Intellectual Property: We are the owner or the licensee of all intellectual property rights to the Platform, including all source codes, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Platform (collectively, the ‘Content’), as well as the trademarks, service marks, and logos contained therein (the ‘Marks’). Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world. The Content and Marks are provided in or through the Platform ‘AS IS’ for use in accordance with these Terms.

Your use of our Platform: Subject to your compliance with these Terms, we grant you a non-exclusive, non-transferable, revocable licence to access and use the features of the Platform. Except as set out in this section or elsewhere in our Terms, no part of the Platform and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. If we ever grant you the permission to post, reproduce, or publicly display any part of our Platform or Content, you must identify us as the owners or licensors and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content. We reserve all rights not expressly granted to you in and to the Platform, Content, and Marks. Any breach of these Intellectual Property Rights will constitute a material breach of our Terms and your right to use our Services will terminate immediately.

Your Submissions and User Content: Please review this section carefully prior to using our Platform to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Platform. By inputting any inquiry into the Platform, or directly sending us any question, comment, suggestion, idea, feedback, or other information about the Platform (collectively “Submissions”), you agree to assign to us all intellectual property rights in such Submissions. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. By posting any Submissions, you grant us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty- free, fully-paid, worldwide right, and licence to: use, copy, reproduce, distribute, sell, resell, publish, broadcast, retitle, store, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and exploit your Submissions (including, without limitation, images, names, and voices) for any purpose, commercial, advertising, or otherwise, to prepare derivative works of, or incorporate into other works, your Submissions, and to sublicence the licences granted in this section. You are responsible for what you post or upload: By sending us Submissions through any part of the Platform, you confirm that you have read and agree with these Terms specifically the ‘Prohibited Activities’ and will not post, send, publish, upload, or transmit through the Platform any Submission that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading.

Copyright infringement: We respect the intellectual property rights of others. If you believe that any material available on or through the Platform infringes upon any copyright you own or control, please contact us immediately.

REGISTRATION AND ACCOUNT SETUP
To access and use the Platform, you must first register by providing a valid email address and creating a secure password. Upon registration, you will be required to complete your profile by entering the following information: (i) Your full name; (ii) The name of your business or shop; (iii) Your physical address for business correspondence and shipping purposes; (iv) A contact number for any communication regarding your account or transactions; and (v) The web address of your store, if applicable. After entering this information, you will need to agree to our Terms to complete your registration process. By doing so, you acknowledge and consent to all our policies governing the use of the Platform.

Once your account is created, you will need to provide additional details to fully set up your account:
Payment Information: To facilitate transactions, you must enter your payment information. We use Stripe as our payment processor to handle financial transactions securely. Stripe will process payments and manage financial interactions between buyers and sellers.
Shipping Setup: You are responsible for setting up and managing your shipping options directly through the Platform. Ensure that you configure your shipping settings to accurately reflect your delivery capabilities and policies.

You agree to keep your account information confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable. You agree to notify us promptly if you suspect unauthorized access to your account or any other security breach. By registering an account, you agree to receive communication from us, including newsletters, updates, and service-related information. You may adjust your communication preferences in your account settings.
The Platform integrates with Stripe for payment processing. You hereby consent to the use of Stripe for these payment transactions. Stripe will handle all payment transactions between buyers and sellers, ensuring secure and efficient financial operations. As part of the registration process, you may be required to provide additional information necessary for Stripe to process payments. You agree to provide complete, and accurate purchase and account information for all transactions made via the Platform. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed.

USER REPRESENTATIONS
By using the Platform, you represent and warrant that: (a) all registration and payment information you submit will be true, accurate, current, and complete; (b) you will maintain the accuracy of, and promptly update such registration information as necessary; (c) you have the legal capacity and you agree to comply with these Terms; (d) you will not access the Platform through automated or non-human means, whether through a bot, script or otherwise; (e) you will not use the Platform or our services for any illegal or unauthorized purpose; and (f) your use of the Platform will not violate any applicable law or regulation. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Platform (or any portion thereof).

VENDOR RESPONSIBILITIES
As a vendor or seller on the Platform, you are responsible for ensuring that all product descriptions are accurate and complete. This includes providing clear and truthful information about the product’s features, dimensions, materials, and any other relevant details. Vendors must also ensure that their products comply with applicable product standards and regulations. Additionally, vendors are responsible for managing the delivery of their products. This includes ensuring timely shipping and adhering to any delivery commitments made at the time of sale.
To maintain the integrity and quality of the products offered on our Platform, each vendor is required to create a detailed profile. This profile can be linked to up to four types of social media accounts. This linkage allows for the authentication of the seller and provides a platform for promoting their brand and products. Product postings should include detailed descriptions and images to accurately represent the items being sold. Vendors are encouraged to use their social media profiles to showcase their products and build trust with potential buyers.
Vendors are solely responsible for the shipping of their products and shall at their option, offer tracking and insurance for their shipments. If the buyer does not opt for insurance, the buyer assumes the risk for any potential loss or damage during transit. The Platform provides a timeline for standard delivery terms, which all vendors must adhere to. Vendors are required to communicate with buyers regarding shipping details and any potential delays. In the event of delays or lost packages, the primary responsibility for resolution lies with the seller and buyer. Sellers should promptly address any issues related to shipping and keep buyers informed. However, if disputes arise that cannot be resolved directly between the seller and buyer, Last Stitch may provide assistance to facilitate a fair resolution.

COMMISSION FEES AND TRANSACTION CHARGES
When listing a product on our Platform, sellers will see a detailed breakdown of the commission fees that will be charged upon the sale of their item. This fee is clearly displayed alongside the product listing to ensure transparency. Additionally, the commission fee and other applicable charges are visible to the seller in their account dashboard. All applicable charges, including transaction fees and commission rates, are outlined on our website. Last Stitch reserves the right to update these charges periodically. Any changes to the fees will be communicated via updates to these Terms, and it is the seller’s responsibility to review the Terms regularly to stay informed of any modifications.
Payments for purchases made on the Platform are processed through our secure payment gateway. We utilize advanced encryption technologies and security protocols to safeguard financial transactions. Buyers must provide valid payment information at the point of sale, and transactions will be confirmed once payment is successfully processed. Vendors are responsible for managing and remitting any sales tax, VAT, or other applicable taxes associated with their sales. It is the vendor’s duty to ensure compliance with all relevant tax regulations and obligations based on their location and the nature of their transactions. The Platform does not withhold or manage taxes on behalf of sellers. It is the vendor’s responsibility to ensure compliance with tax laws and regulations applicable to their sales.
The commission fee, as specified during the product listing process, will be deducted from the total sale amount. This fee is charged per transaction and is based on the agreed-upon percentage or fixed rate. Sellers will receive a net payment, which is the total sale amount minus the commission fee and any other applicable charges. After a successful sale, the net payment (excluding commission fees and transaction charges) will be disbursed to the seller’s designated account. The timing of fund disbursement may vary based on the payment processing schedule and any hold periods required for transaction verification.
In the event of a refund or chargeback initiated by the buyer, the seller may be responsible for returning the sale amount, excluding the commission fee. Refunds will be processed in accordance with the vendor’s return policy, and any chargeback disputes will be handled in accordance with the payment processor’s terms and conditions. Any disputes related to transactions, including payment discrepancies or unauthorized charges, should be reported to Last Stitch as soon as possible. We will investigate such issues and work towards a resolution. However, the primary responsibility for resolving transaction disputes lies with the seller and buyer.
Unless otherwise agreed by us, all transactions on the Platform are conducted in the specified currency, as listed in the payment options. Currency conversion fees, if applicable, will be borne by the buyer or seller as per their respective financial institutions’ policies.
Sellers must ensure that their payment and account information is accurate and up-to-date. Any changes to payment details should be promptly updated in the seller’s account settings to avoid disruptions in fund disbursement. We take the security of financial transactions seriously and implement measures to prevent fraud. Sellers and buyers are encouraged to report any suspicious activity or concerns related to payment security immediately.

RETURNS AND REFUNDS
Sellers are required to specify their return policy for each product listed on the Platform. This policy will be displayed as either “Returns Accepted” or “Returns Not Accepted” on the product listing page. If a seller accepts returns, they are responsible for working directly with the buyer to facilitate the return process. The seller should provide clear instructions on how returns should be handled, including any deadlines, conditions for returns, and procedures for returning the product. The seller is responsible for issuing refunds once the returned item is received and verified, in accordance with their return policy. If a seller does not accept returns, the sale is considered final. In this case, buyers should carefully review product descriptions and ask any necessary questions before completing their purchase. The seller is under no obligation to accept returns or issue refunds for final sale items.
In the event of a dispute between the buyer and seller regarding payments or refunds, the parties are encouraged to resolve the issue directly. Both parties may negotiate and reach a compromise based on the terms agreed upon at the time of sale. If both parties wish to formalize their agreement, they may create a contract outlining the terms of the compromise. We recommend this approach to ensure clarity and mutual understanding. For transactions where a compromise or specific arrangement is needed, we encourage sellers and buyers to draft and sign a contract detailing the agreed-upon terms. This contract should outline any deviations from the standard return policy, any agreed-upon refunds, or other resolutions. While Last Stitch does not enforce or provide templates for these contracts, having a written agreement can help prevent misunderstandings and provide a reference for both parties.
While Last Stitch provides a platform for transactions and dispute resolution, we are not directly involved in the negotiation or enforcement of returns, refunds, or contractual agreements between buyers and sellers. If disputes cannot be resolved through direct communication, Last Stitch may offer limited assistance in facilitating communication between parties. However, the primary responsibility for resolving disputes and adhering to return policies lies with the buyer and seller.

PRODUCT INFORMATION AND LISTING REQUIREMENTS
Sellers are required to provide accurate and comprehensive information when listing products on the Platform. Each product listing must include the following details:
Fiber Content: Clearly state the fiber composition of the product. This includes specifying the type and percentage of fibers used in the product, such as cotton, polyester, wool, etc.
Country of Origin: Indicate the country where the product was manufactured or assembled. This information helps buyers understand the origin of the product and ensures transparency.
Manufacturer or Business Identity: Provide the name of the manufacturer or the business responsible for marketing or handling the product. This ensures accountability and allows buyers to trace the source of the product.
If a product has been altered or modified after its initial manufacturing, such as by adding dye, altering the fabric, or making other changes, the seller must disclose this information in the product listing. The listing should include a description of any modifications made to the product, including the nature of the alteration, such as dyeing or resizing, and information on how the alterations may affect the product’s appearance, performance, or care requirements. Sellers assume full liability for any issues arising from the alteration process, including any potential harm caused by the modifications. This includes ensuring that the alterations do not adversely affect the product’s safety or quality.
All products must include clear and accurate care instructions on the garment label. These instructions should guide buyers on how to properly care for and maintain the product to ensure its longevity and preserve its quality. Sellers must ensure that care instructions are affixed to the product label in a visible and legible manner, and provide specific guidance on washing, drying, ironing, and any other relevant care processes.
Sellers are responsible for ensuring that all product information provided is accurate and complies with applicable regulations and standards. Misrepresentation or failure to disclose critical product information may result in penalties or removal from the Platform.

PRODUCT CONFORMITY
Vendors and sellers are directly liable to buyers for any defects or issues related to the products they offer on the Platform. Sellers are responsible for ensuring that all products meet the agreed-upon specifications and conform materially to the descriptions provided on the website. Sellers must address any defects or issues with the product that deviate from the advertised description or fail to meet the expected standards of quality and safety. Additionally, all products advertised must conform to the description provided on the Platform, including specifications, fiber content, care instructions, and any other relevant details. By listing products on the Platform, sellers agree to uphold these standards and assume full responsibility for any discrepancies or defects.
In the event of any claims or disputes arising from the sale or purchase of products, buyers should direct their claims and concerns directly to the seller. The seller is obligated to resolve such issues in accordance with their return policy and the product’s description. Last Stitch shall not be held liable for any claims, damages, or losses arising from the sale or purchase of products on the Platform. This includes, but is not limited to: (i) any claims related to defects or issues with the products provided by sellers; (ii) any discrepancies between the actual product and its description on the website; and (iii) any disputes between buyers and sellers, including those related to refunds, returns, or product conformity.
Sellers and buyers acknowledge that Last Stitch’s role is limited to providing a platform for transactions and facilitating communication. Any claims related to the quality, safety, or conformity of products must be resolved directly between the buyer and seller. By using the Platform, all parties agree to these terms and acknowledge Last Stitch’s limited liability in relation to product transactions.

CUSTOMER PURCHASE TERMS
When purchasing goods on the Platform, customers must ensure that they review and confirm the product details, including specifications, descriptions, and pricing, before placing an order. By placing an order, customers agree to the terms and conditions associated with the product, including payment, delivery, and any applicable fees. Payment for orders must be completed at the point of sale. The total amount due will include the cost of the product, any applicable taxes, and shipping fees. Payment is processed through our secure payment gateway. Customers will receive a confirmation of their payment once it has been successfully processed.
For made-to-order items, customers will be provided with an estimated delivery timeline based on the seller’s production schedule. It is advisable for buyers and sellers to agree on specific expectations and timelines prior to placing an order. If communication between the buyer and seller is broken or one-sided for more than three days and no work has been completed, the order may be canceled, and the deposit refunded if no work has been done. If work has begun, the deposit will be withheld as compensation for the seller’s time and resources. Orders for premade products can be canceled prior to shipping. If an order is canceled after the product has been shipped, the customer is responsible for return delivery costs. The refund will be processed upon receipt of the returned product, provided it is in its original condition and subject to the Seller’s return policy.
Risk of loss for products transfers from the seller to the buyer upon delivery. For made-to-order items, risk of loss is determined based on the completion of work and shipping details. For premade products, risk of loss transfers once the product is shipped.
Customers are entitled to receive the product or service as listed. If there are concerns about the quality of the product or service, customers may list the issue for debate on the Platform. A resolution will be sought based on the evidence provided and the terms of the sale. If the quality issue cannot be resolved through debate, Last Stitch may intervene to facilitate a fair resolution, determining responsibility based on the facts of the case.
Orders for made-to-order items are subject to the deposit terms outlined above. If no work has been completed and communication is not forthcoming, the deposit will be refunded. If work has been completed, the deposit will not be refunded. Clear agreements on timelines and expectations should be made between the buyer and seller. Customers may cancel orders for premade products prior to shipment. If the product has already been shipped, the customer must cover the return delivery costs. Refunds for canceled orders will be processed upon receipt and inspection of the returned product.
Customers are responsible for: (i) any misuse or unauthorized use of the Platform, including but not limited to fraudulent activities or violations of our terms of service; (ii) any transactions made using fraudulent or unauthorized payment methods. Customers must ensure that their payment information is secure and not used without their consent; and (iii) any actions taken through their accounts, including unauthorized use or access. It is the customer’s responsibility to protect their account credentials and report any suspicious activity immediately.

DISCLAIMER AND LIMITATION OF LIABILITY
Last Stitch provides a platform for vendors and buyers to connect and conduct transactions. Our role is limited to facilitating these interactions by offering an online marketplace where vendors can list their products and buyers can make purchases. Last Stitch does not manufacture, produce, or handle any products listed on the Platform. We do not guarantee the quality, safety, or legality of the products or services offered by vendors. The descriptions, images, and specifications of products listed on the Platform are provided by the vendors. While Last Stitch strives to ensure that product information is accurate and up-to-date, we make no warranties or representations regarding the accuracy, completeness, or reliability of any product listings. Buyers are encouraged to conduct their own research and verification before making a purchase. Last Stitch does not control or endorse the conduct of vendors or the quality of the products and services offered. We are not responsible for any disputes or issues arising between buyers and vendors, including those related to product quality, delivery, or fulfillment. The Platform may contain links to third-party websites or services. Last Stitch is not responsible for the content, accuracy, or availability of these external sites. The inclusion of links does not imply endorsement or affiliation with any third party.
To the maximum extent permitted by law, Last Stitch and its affiliates, officers, directors, employees, and agents disclaim all liability for any direct, indirect, incidental, special, consequential, or punitive damages arising from or related to the use of the Platform or the transactions conducted through it. Last Stitch is not liable for any claims or damages related to the products listed on the Platform. This includes any defects, misrepresentations, or issues with the products’ quality, safety, or performance. We are not responsible for resolving disputes between buyers and vendors or for any losses incurred as a result of such disputes. This includes issues related to payment, delivery, returns, or refunds. Last Stitch is not liable for any loss of data or information related to transactions, communications, or account management. While we strive to maintain the security of the Platform, we do not guarantee the protection of user data from unauthorized access or breaches. We are not liable for any interruptions or unavailability of the Platform due to technical issues, maintenance, or other factors beyond our control. Last Stitch is not responsible for any indirect, incidental, or consequential damages that may arise from the use of the Platform, including but not limited to loss of business, reputation, or profits.
By using the Platform, users agree to indemnify, defend, and hold harmless Last Stitch and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or related to their use of the Platform, their interactions with other users, or their violation of these Terms.

PLATFORM USAGE AND PROHIBITED ACTIVITIES
Users are responsible for their interactions and activities on Last Stitch. This includes but is not limited to how they interact with the Platform. Users are expected to engage with respect and courtesy in all interactions within the Platform. This encompasses interactions with other users, platform administrators, and the content on the Platform. Disparaging, offensive, or discriminatory conduct, including but not limited to hate speech, harassment, and personal attacks, is strictly prohibited. Users must adhere to the guidelines, rules, and policies outlined by us. These guidelines are established to create a safe and productive environment for all users. You may not access or use the Platform for any purpose other than that for which we make the Platform available. The Platform may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. As a user of the Platform, you agree not to:
Systematically retrieve data or other content from the Platform to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
Overuse or overburden the Platform by sending excessive queries, which could potentially hinder the experience of other users.
Post unrelated or inexistent products or services in a bid to trick or defraud other users.
Circumvent, disable, or otherwise interfere with security-related features of the Platform, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Platform and/or the Content contained therein.
Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Platform. Use any information obtained from the Platform in order to harass, abuse, or harm another person.
Make improper use of our support services or submit false reports of abuse or misconduct.
Use the Platform in a manner inconsistent with any applicable laws or regulations.
Engage in unauthorised framing of or linking to the Platform.
Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Platform or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Platform.
Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
Delete the copyright or other proprietary rights notice from any Content. Attempt to impersonate another user or person or use the username of another user.
Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (‘gifs’), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as ‘spyware’ or ‘passive collection mechanisms’ or ‘PCMS’).
Interfere with, disrupt, or create an undue burden on the Platform or the networks or services connected to the Platform.
Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of our services.
Attempt to bypass any measures of the Platform designed to prevent or restrict access to the Platform, or any portion thereof.
Copy or adapt the Platform’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of our services.
Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Platform, or use or launch any unauthorised script or other software.
Use the Platform as part of any effort to compete with us or otherwise use the Platform and/or the Content for any revenue-generating endeavor or commercial enterprise.
Violations of these provisions may result in consequences such as warnings, suspension, or termination of the user’s account.

USER GENERATED CONTENT
The Platform provides users particularly vendors or sellers with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to other users, including but not limited to product information, text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “User Content”). User Content will be viewable by other users of the Platform and through third-party websites. As such, any User Content you transmit may be treated as non-confidential and non- proprietary. When you post any User Content, you thereby represent and warrant that:
The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of the User Content do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
You are the creator and owner of or have the necessary licences, rights, consents, releases, and permissions to use and to authorize us, the Platform, and other users of the Platform to use the User Content in any manner contemplated by the Platform and these Terms.
You have the written consent, release, and/or permission of each and every identifiable individual person in the User Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use in any manner contemplated by the Platform and these Terms.
The User Content is not unsolicited or unauthorised advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
The User Content are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
The User Content do not ridicule, mock, disparage, intimidate, or abuse anyone.
The User Content is not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
The User Content do not violate any applicable law, regulation, or rule, and do not violate the privacy or publicity rights of any third party.
The User Content do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
The User Content do not otherwise violate, or link to material that violates, any provision of these Terms, or any applicable law or regulation.
Any use of the Platform in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Platform.

USER CONTENT LICENCE
By posting the User Content to any part of the Platform, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and licence to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such content for any purpose, commercial, advertising, or otherwise. We do not assert any ownership over the User Content. You retain full ownership of all of the User Content and any intellectual property rights or other proprietary rights associated with the User Content. We are not liable for any statements or representations in the User Content provided by you in any area on the Platform. You are solely responsible for the User Content you post on the Platform and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding the User Content. We have the right, in our sole and absolute discretion, (a) to edit, redact, or otherwise change any User Content; and (b) to pre-screen or delete any User Content at any time and for any reason, without notice. We have no obligation to monitor the User Content.

SERVICES MANAGEMENT
We reserve the right, but not the obligation, to: (a) monitor the Platform for violations of these Terms; (b) take appropriate legal action against anyone who, in our sole discretion, violates these Terms, (c) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of the User Content or any portion thereof; (d) in our sole discretion and without limitation, notice, or liability, to remove from the Platform or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (e) otherwise manage the Platform in a manner designed to protect our rights and property and to facilitate the proper functioning of the Platform.

PRIVACY
We care about privacy and security of our user’s data and process data in accordance with the California Consumer Privacy Act (CCPA) and our Privacy Policy available here. By using the Platform, you agree to be bound by our Privacy Policy, which is incorporated into these Terms. Please be advised the Platform is hosted in the United States. If you access the Platform from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in Australia, then through your continued use of the Platform, you are transferring your data to Australia, and you expressly consent to have your data transferred to and processed in Australia. Further, we do not knowingly accept, request, or solicit information from children. Therefore, if we receive actual knowledge that anyone under the age of 18 has provided personal information to us without the requisite and verifiable parental consent, we will delete that information from the Platform as quickly as is reasonably practical.

COPYRIGHT INFRINGEMENTS
We respect the intellectual property rights of others. If you believe that any material available on or through the Platform infringes upon any copyright you own or control, please immediately notify us using the contact information provided below. Please be advised that pursuant to applicable law you may be held liable for damages if you make material misrepresentations in a notification. Thus, if you are not sure that material located on or linked to by the Platform infringes your copyright or that of a third party, you should consider first contacting an attorney.

TERMINATION AND SUSPENSION OF SERVICES
These Terms shall remain in full force and effect while you use the Platform. Vendors and customers have the right to terminate their participation on the Platform at any time. However, it is important to note the following conditions regarding termination:
Pending Transactions: Both vendors and customers must complete any pending transactions before terminating their account. This includes fulfilling any outstanding orders or resolving any disputes or issues that are currently in progress. Termination will not absolve users of their obligations related to transactions that were initiated prior to the termination request.
Account Termination Process: To terminate an account, users must follow the specified process on the Platform, which typically involves submitting a request through the account settings or contacting customer support. Once a termination request is processed, the user will receive confirmation, and their account will be deactivated.
Last Stitch reserves the right to suspend or terminate access to the Platform for any user at our discretion, including but not limited to:
Violation of Terms: Users who violate the Terms of Service, policies, or any applicable laws or regulations may have their access suspended or terminated. This includes, but is not limited to, fraudulent activities, misuse of the Platform, or failure to comply with product listing requirements.
Security Issues: In the event of a security breach or suspected fraudulent activity, Last Stitch may temporarily suspend access to the Platform while investigating the issue. Access will be restored once the investigation is complete and any necessary measures have been taken to address the security concern.
Inactivity: Accounts that have been inactive for an extended period, as defined by Last Stitch, may be suspended or terminated. Inactive accounts may also be subject to removal from the Platform to maintain an active and relevant user base.
Upon termination or suspension, the user’s account will be deactivated, and they will no longer have access to the Platform’s features or services. Any data associated with the account may be deleted or retained as per our data retention policies. Termination or suspension does not relieve users of any outstanding obligations, including payment of fees, resolution of disputes, or fulfillment of pending transactions. Users who terminate their accounts will lose access to any data or information stored within their account. It is the user’s responsibility to back up any important information before initiating termination. In cases where an account has been suspended, users may request reinstatement by contacting Last Stitch customer support. Reinstatement will be considered on a case-by-case basis and is subject to compliance with the Platform’s terms and conditions.

MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Platform at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on the Platform. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of any of our services. We cannot guarantee that the Platform will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Platform, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Platform at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Platform during any downtime or discontinuance of the services. Nothing in these Terms will be construed to obligate us to maintain and support the Platform or to supply any corrections, updates, or releases in connection therewith.

COMPLAINTS PROCEDURE
In the event of an issue or dispute, your first step should be to contact our dedicated Customer Support team. They are here to assist you in addressing your concerns and resolving any problems you may encounter. Upon receiving your initial inquiry or issue, our Customer Support team will often initiate an internal review. During this phase, they will work diligently to troubleshoot and resolve the problem directly, ensuring that your experience with Last Stitch is as smooth as possible. If, after your initial contact with our Customer Support team, your issue remains unresolved or you are not entirely satisfied with the proposed resolution, you have the option to request escalation. This escalation process may involve direct communication with a supervisor or manager within our Customer Support department, who will work to provide a higher level of assistance and oversight. In the event that internal escalation within our customer support department does not lead to a satisfactory resolution, you have the option to formally submit a complaint or dispute. This formal submission process often includes completing a designated online form or sending a detailed email outlining the specific issue you are facing. Providing comprehensive information about the matter at hand is vital to help us better understand and address your concerns. We take all complaints and disputes seriously and aim to resolve them in a fair and efficient manner.

CORRECTIONS
There may be information on the Platform that contain typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and several other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Platform at any time, without prior notice.

PLATFORM DISCLAIMER
THE PLATFORM IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE PLATFORM WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PLATFORM AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE PLATFORMS’ CONTENT AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (B) ANY UNAUTHORISED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (C) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PLATFORM, (D) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PLATFORM BY ANY THIRD PARTY, AND/OR (E) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PLATFORM. WE DO NOT ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY VENDORS OR THIRD PARTIES THROUGH THE PLATFORM, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN VENDORS AND BUYERS OF ANY PRODUCTS OR SERVICES LISTED ON THE PLATFORM.

INDEMNIFICATION
You agree to indemnify and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand (including reasonable attorneys’ fees and expenses) arising out of or related to (a) your misuse of the Platform; (b) your violation of these Terms; (c) your violation of any rights of another individual or entity; (d) your use of any information obtained from the Platform; (e) any content you submit, share, or transmit on or through the Platform; (f) your violation of the rights of a third party, including but not limited to intellectual property rights and (g) any harm or damage incurred by third parties as a result of your actions. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

USER DATA
We may retain certain data that you transmit to the Platform for the purpose of managing the performance of our services, as well as data relating to your use of the Platform. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Platform. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Platform, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE PLATFORM. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
CHANGES TO THESE TERMS
We reserve the right to modify or update these Terms at any time. Any changes made to these Terms will become effective immediately upon their posting on our website or by other communication channels. It is your responsibility to review these Terms periodically for any updates or modifications. If you continue to use the services after any changes to these Terms, it will signify your acceptance of the modified terms. If you do not agree with the updated terms, you may choose to discontinue your use of the services and the Platform. We may also provide you with notice of any significant changes to these Terms via e-mail or other appropriate means. Such notice will specify the nature of the changes and the effective date. Your continued use of the services following the receipt of such notice constitutes your agreement to the revised terms.
GOVERNING LAW AND JURISDICTION
These Terms shall be governed by and construed following the state laws of ____, United States. Subject to compliance with section 20 above, you irrevocably consent that the courts in ______ County shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these Terms.

MISCELLANEOUS
These Terms and any policies or operating rules posted by us on the Platform or in respect to our services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of our website. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of execution by the parties hereto to these Terms.
BINDING EFFECT
These Terms constitute a legally binding agreement between you and us, governing your use of our Platform. Your use of the Platform is subject to compliance with these Terms, as well as our Privacy Policy and any other guidelines or policies referenced herein. These Terms are applicable to all users, visitors, and others who access or use our Platform. Please review these Terms carefully to ensure your understanding of your obligations, rights, and responsibilities when using the Platform. Your access to and use of our services imply your acceptance of these Terms. If you have any concerns or disagreements with any part of these Terms, please do not proceed with using our services.

CONTACT US
If you have any questions about these Terms or our services, please contact us through the “Contact Us” page on the Platform or via e-mail at contact@laststitch.com.