1. Introduction

Welcome to Woven! Woven is an online platform that brings thrift stores and their inventory to a wider audience. By using our services, which include the Woven website, mobile application, and any other features, content, and products we offer (collectively, the "Services"), you are agreeing to be bound by these Terms and Conditions (the "Agreement"), as well as our Privacy Policy, which explains how we collect, use, and share your personal information. Please read these terms carefully, as they contain important legal rights, remedies, and information.

If you do not agree with any provision of this Agreement, you must not access or use the Services. By accessing or using the Services, you also represent and warrant that you have the authority to bind yourself or the company you represent to this Agreement. Capitalized terms used herein have the meanings assigned to them throughout this Agreement.

We may modify this Agreement and any additional terms at any time. It is your responsibility to periodically review this Agreement and any additional terms to ensure you are aware of any changes. Your continued use of the Services signifies your acceptance of any modifications to this Agreement or any additional terms.

2. Definitions

In this Agreement, the following terms shall have the meanings specified below:

"Account" refers to a registered user account on the Woven platform, which allows the user to access and use the Services.

"Buyer" refers to a user who purchases items through the Services.

"Seller" refers to a user who lists and sells items through the Services.

"User" refers to any individual or entity that accesses or uses the Services, whether as a Buyer, Seller, or otherwise.

"User Content" refers to any information, data, text, images, videos, or other materials that a User submits, posts, or uploads while using the Services.

"Item" refers to any product or good listed for sale by a Seller on the Services.

"Woven," "we," "us," or "our" refers to the Woven platform and the company operating the platform.

"Services" refers to the Woven website, mobile application, and any other features, content, and products we offer.

"Agreement" refers to these Terms and Conditions, including any additional terms and policies referenced herein or that are applicable to the Services.

3. Eligibility and Account Registration

To access and use the Services, you must be at least 13 years of age or the age of majority in your jurisdiction, whichever is greater, and have the legal capacity to enter into binding agreements. If you are under the age of 13, please do not attempt to use the Services. The Services are not available to users who have been temporarily or permanently suspended or removed from the platform.

To utilize the full functionality of the Services, you must register for an account by providing accurate, current, and complete information, including your name, email address, and any other requested details during the registration process. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security.

By creating an account, you agree to comply with this Agreement, any additional terms and policies referenced herein, and all applicable laws and regulations. We reserve the right to refuse access to the Services, terminate accounts, or remove content at our sole discretion and for any reason or no reason at all.

It is your responsibility to ensure that your use of the Services complies with all applicable laws, rules, and regulations in your jurisdiction, including any restrictions or prohibitions on certain items or activities. Failure to comply with these requirements may result in suspension or termination of your account and access to the Services.

4. Woven Services

Woven provides a range of services designed to facilitate the online sale of items from thrift stores and to enhance the shopping experience for users. These services include, but are not limited to, inventory management, listing and selling items, and utilizing AI-powered search filters.

4.1. Inventory Management

Woven offers an inventory management system for thrift stores, enabling them to keep track of their stock efficiently. By using Woven tags, which can be attached to items and contain barcodes or QR codes, stores can easily monitor their inventory levels and access statistics on inventory turnover. Our inventory management system is designed to simplify and streamline the process of managing stock for thrift stores, helping them to operate more effectively.

4.2. Listing and Selling Items

Sellers can list items for sale on the Woven platform by creating a listing page with relevant details about the item, including images, descriptions, and prices. When a Buyer decides to purchase an item, they can complete the transaction using the payment methods available on the platform. The Seller is responsible for shipping the item to the Buyer in a timely manner and in accordance with the terms agreed upon in the listing. Woven is not a party to the sale or purchase of items and does not assume any liability for transactions between Buyers and Sellers. All transactions are solely between the Buyer and Seller, and Woven acts only as a facilitator in providing the platform for such transactions.

4.3. Search Filters and AI Features

Woven leverages AI technology to enhance the user experience by providing better search filters and item recommendations. Our AI system can identify and categorize items based on their color, pattern, type of clothing, and other attributes, allowing users to filter their searches more effectively to find items that match their preferences and style. This feature aims to make it easier for users to discover and purchase items that align with their unique tastes and requirements.

By using Woven's Services, you acknowledge and agree that Woven is not responsible for the accuracy or completeness of the AI-generated categorizations, search results, or recommendations. While we strive to provide a high-quality user experience, we cannot guarantee that our AI system will always identify or categorize items correctly or provide the most relevant search results or recommendations for every user.

5. Fees and Payments

Woven charges certain fees for using our Services, including listing fees, transaction fees, and other applicable charges. All amounts are quoted in the currency of your country of residence unless otherwise stated. By using the Services, you agree to pay all applicable fees as set forth in our Fee Policy, which can be found on our website or within the platform.

6. User Content and Intellectual Property Rights

By using the Services, you may create, upload, or share content, such as images, descriptions, and other information related to the items you list for sale ("User Content"). You retain all ownership rights in your User Content. However, by submitting, posting, or displaying User Content, you grant Woven a non-exclusive, worldwide, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform your User Content in connection with the Services and Woven's business, including for promoting and redistributing part or all of the Services, in any media formats and through any media channels.

You represent and warrant that you have all necessary rights and permissions to grant the license above and that your User Content does not infringe or violate the intellectual property rights, privacy rights, or any other rights of any third party. Woven reserves the right to remove or modify any User Content that we deem, at our sole discretion, to be in violation of this Agreement, our policies, or any applicable law.

7. Prohibited Items and Conduct

Users of the Woven platform must adhere to certain guidelines and restrictions when listing, selling, or purchasing items. The following activities and items are strictly prohibited on Woven:

7.1. Listing or selling counterfeit or unauthorized items, as well as items that infringe on the intellectual property rights of others.

7.2. Engaging in any illegal, fraudulent, or deceptive conduct.

7.3. Posting or sharing any User Content that is unlawful, harmful, violent, illegal, infringing on third-party rights, objectionable, pornographic, libelous, invasive, or encouraging money laundering, gambling, or any other unlawful or unwarranted behavior.

7.4. Manipulating or circumventing Woven's fee structure or payment systems.

7.5. Violating any applicable laws, rules, or regulations in connection with your use of the Services.

Woven reserves the right to remove any items or content that violate this Agreement or our policies, and to take appropriate action against users who engage in prohibited activities, including suspending or terminating their accounts and access to the Services.

8. Shipping and Handling

Sellers are responsible for the accurate and timely packing and shipping of items to buyers. When listing an item for sale, sellers must include detailed shipping information, including shipping costs and any applicable handling fees. Buyers are responsible for paying the shipping costs specified by the seller when purchasing an item.

8.1. Shipping Labels: Woven may offer an integrated shipping label service, allowing sellers to purchase and print shipping labels directly through the platform. By using this service, sellers agree to comply with the terms and conditions set forth by the shipping carriers and Woven's shipping policies.

8.2. Shipping Timeframes: Sellers must ship items within the specified timeframe stated in their listing or, if no timeframe is provided, within a reasonable period after receiving payment from the buyer. Buyers should be aware that shipping times may vary depending on factors such as the seller's location, shipping method, and the destination of the shipment.

8.3. International Shipping: Sellers are responsible for complying with all applicable customs regulations and import/export restrictions when shipping items internationally. Buyers are responsible for any additional fees, taxes, or duties that may be incurred during the importation of items purchased through the Services.

9. Returns, Refunds, and Cancellations

Woven aims to facilitate a fair and efficient process for handling returns, refunds, and cancellations. The following policies apply to transactions made through the Services:

9.1. Returns: Buyers may request a return in certain circumstances, such as if an item is not as described in the listing, is damaged, or is otherwise unsatisfactory. Sellers are responsible for clearly stating their return policy in their listing, including any conditions or exceptions that may apply.

9.2. Refunds: If a return is approved by the seller or Woven, the buyer must return the item to the seller in the same condition in which it was received. Upon receipt and inspection of the returned item, the seller will issue a refund to the buyer for the purchase price, minus any shipping fees and applicable restocking fees.

9.3. Cancellations: Buyers may request to cancel a purchase within a specified timeframe, as stated in the seller's listing or Woven's cancellation policy. If a cancellation is approved, the buyer will receive a refund for the purchase price, minus any applicable cancellation fees.

10. Taxes and Customs Duties

Users are responsible for complying with all applicable tax laws and regulations in connection with their use of the Services, including the collection, remittance, and reporting of any sales, use, value-added, or other taxes or fees that may be applicable to transactions made through the Services.

10.1. Sales Tax: Sellers are responsible for collecting and remitting any applicable sales tax on the transactions they conduct through the Services, in accordance with the tax laws and regulations of their jurisdiction.

10.2. Customs Duties: Buyers are responsible for any customs duties, import taxes, or other charges that may be incurred during the importation of items purchased through the Services. Sellers must provide accurate information regarding the item's origin, value, and any other relevant details to help buyers determine any potential customs fees or duties that may apply.

10.3. Tax Compliance: Users must provide Woven with any information or documentation that may be necessary to verify their compliance with applicable tax laws and regulations. Users are solely responsible for the accuracy and completeness of the tax information they provide and for any consequences resulting from their failure to comply with these requirements.

11. User Responsibilities

As a user of the Woven platform, you are responsible for complying with all applicable laws, rules, and regulations, as well as this Agreement and any additional terms and policies referenced herein. You are also responsible for any actions you take or decisions you make while using the Services, including the listing, purchase, or sale of items, and for managing and maintaining the security of your account.

12. Third-Party Services and Materials

Woven may integrate or provide access to third-party services, content, or materials as part of the Services. These third-party services and materials are not controlled or endorsed by Woven and are provided for your convenience only.

13. Privacy Policy and Data Protection

Woven is committed to respecting and protecting your privacy. Our Privacy Policy outlines how we collect, use, and share your personal information when you use the Services. By accessing or using the Services, you agree to the terms of our Privacy Policy and consent to the processing of your personal data in accordance with its provisions.

14. Dispute Resolution and Governing Law

Woven aims to provide a fair and efficient process for resolving disputes arising from the use of the Services, including disputes between Buyers and Sellers, as well as disputes involving Woven itself.

15. Limitation of Liability

To the fullest extent permitted by applicable law, Woven shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or any loss of profits, revenue, data, or goodwill, arising out of or in connection with your use of the Services, the sale or purchase of items through the Services, or any other actions or transactions related to the Services, whether based on contract, tort (including negligence), strict liability, or any other legal theory.

16. Indemnification

You agree to indemnify, defend, and hold harmless Woven, its affiliates, and their respective officers, directors, employees, agents, and representatives from and against any and all claims, demands, losses, liabilities, expenses, damages, and costs (including reasonable attorneys' fees) arising out of or in connection with (a) your use of the Services, (b) your breach or violation of this Agreement, (c) your User Content, or (d) your violation of any rights of any third party, including intellectual property rights or privacy rights. Woven reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and in such case, you agree to cooperate with Woven's defense of such claim.

17. Modifications to Terms and Conditions

Woven reserves the right to change, modify, or update this Agreement and any additional terms at any time. When changes are made, we will notify you by posting a new version on our website or within the platform or by sending you an email notification. It is your responsibility to periodically review this Agreement and any additional terms to ensure you are aware of any changes. Your continued use of the Services signifies your acceptance of any modifications to this Agreement or any additional terms.

18. Termination and Suspension

Woven reserves the right to suspend, terminate, or restrict your access to the Services, with or without notice, in our sole discretion and for any reason, including if we believe that you have violated this Agreement, our policies, or any applicable laws. We will not be liable for any loss or damage arising from your failure to comply with this Agreement or for any suspension or termination of your access to the Services.

19. General Provisions

19.1. Entire Agreement: This Agreement, together with any additional terms and policies referenced herein, constitutes the entire understanding and agreement between you and Woven with respect to the Services and supersedes any prior or contemporaneous agreements, whether written or oral, between you and Woven.

19.2. Severability: If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be enforced to the maximum extent permissible by law.

19.3. Waiver: No waiver of any term or condition of this Agreement shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and Woven's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

19.4. Assignment: Woven may assign its rights and obligations under this Agreement without your consent. You may not assign or transfer your rights and obligations under this Agreement without the prior written consent of Woven.

19.5. Force Majeure: Woven shall not be liable for any delay or failure to perform its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, strikes, government actions, or disruptions in telecommunications, power, or other essential services.

By using the Woven Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement and any additional terms and policies referenced herein.