Terms&Conditions

PLEASE REVIEW THESE TERMS AND CONDITIONS (THIS “AGREEMENT”) CAREFULLY AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU (“CUSTOMER”) AND AAA PARTNERS OÜ (“LICENSOR”) WITH RESPECT TO CUSTOMER’S USE OF THE SOFTWARE AND THE SERVICES (AS DEFINED BELOW). BY USING THE SOFTWARE AND THE SERVICES, YOU AGREE TO BE BOUND BY EACH OF THE TERMS AND CONDITIONS SET FORTH HEREIN. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS SET FORTH HEREIN, YOU MAY NOT ACCESS OR USE THE SOFTWARE AND THE SERVICES.
Licensor and Customer may be referred to herein individually as a “Party,” and together as the “Parties.”
1. DEFINITIONS
1.1. "Software" shall refer the Licensor’s proprietary software hosted on the Licensor’s website https://threadz.live/ and designated to create the Customer’s own sticker designs. The term “Software” also includes any updates, upgrades or other new features, functionality or enhancements to the Software provided to Customer by Licensor through website, Services or otherwise.
1.2. “Services” shall refer to the services related to the Software which consist of manufacturing (printing) of the stickers created by the Customer by means of the Software and their delivery to the Customer.
1.3. "Licensor" shall refer to the company, AAA PARTNERS OÜ, located at Harju maakond, Tallinn, Lasnamäe linnaosa, Mustakivi tee 25-405, 13912б Estonia.
1.4. “Customer” shall refer to the individual or entity that uses the Software and Services.
1.5. “Website” shall refer to the Licensor’s website https://threadz.live/ where the Software is hosted.
2. GENERAL
2.1. Scope of Agreement. This Agreement applies to Customer’s use of Software and Services.
2.2. Authority. Each Party represents and warrants to the other Party that: (a) its performance under this Agreement will not violate any applicable law; (b) it is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation; (c) it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder; and (d) this Agreement has been duly executed by its authorized representative and is legally binding upon it and enforceable in accordance with its terms.
3. GRANT OF LICENSE
3.1. Subject to the terms, conditions and restrictions of this Agreement, the Licensor hereby grants to the Customer, a royalty-free, revocable, limited, non-exclusive, non-transferable, non-assignable license, without rights to sublicense, during the term of this Agreement to assess, to display and to use the Software (in object code only) solely for Customer’s own internal purposes on any mobile phone, computer, or other applicable device.
3.2. The Software is licensed, not sold, to the Customer for use only under the terms of this Agreement. Licensor reserves all rights not expressly granted to the Customer hereunder.
3.3. Licensor has no obligation to Software support, or to continue providing or updating any of the Software.
4. LIMITATIONS ON USE
4.1. No Right to Source Code. Customer acknowledges that the source code and underlying structure and algorithms of the Software are the property and proprietary trade secrets of Licensor. No license is granted to use source code of the Software and all such use is expressly prohibited. The Customer agrees not to: (i) modify, reverse engineer, decompile, translate, or disassemble the Software, (ii) obtain or attempt to create, derive, or obtain the source code of the Software, (iii) create a source code equivalent of or derivative of the Software, or (iv) cause or permit any third party to do any of the foregoing.
4.2. No Right to Transfer, Resell, or Provide Services. Customer is expressly prohibited from: (a) assigning, distributing, licensing, sublicensing, selling, renting, leasing, granting a security interest in, or otherwise transferring any rights in or to the Software; and (b) reselling the Software, using the Software to provide any type of paid or unpaid services to third parties (including, without limitation, incorporating any part of the Software into a product or service Customer provides to a third party).
4.3. Other Restrictions. Customer agrees not to: (a) remove, alter or cover any copyright notices, trademark notices or other proprietary rights notices placed or embedded on or in the Software or cause or permit any third party to do any of the foregoing; (b) use the Software and rights granted under this Agreement for any purpose other than personal and non-commercial purposes, including but not limited to design, develop or distribute a commercial product or service that competes with the Software; (c) Gather factual content or any other portion of the Software by any automated means, including but not limited to database scraping or screen scraping; or (d) use or distribute the Software in violation of any applicable laws, regulations or export restrictions.
4.4. European Union Exception. If Customer uses the Software in any country within the European Union, the prohibitions set forth herein will not affect Customer’s rights under any legislation implementing the E.C. Council Directive on the Legal Protection of Computer Programs.
5. INTELLECTUAL PROPERTY
5.1. Customer hereby unconditionally agrees that all right, title and interest in the copyrights and other intellectual property rights in the Software reside with the Licensor. The trademarks, logos, designs, and service marks appearing on the Software are registered and unregistered marks of Licensor. Accordingly, nothing in this Agreement or the Software grants Customer any right to use any form of intellectual property contained in the Software.
5.2. All rights, titles, interests, and copyrights in and/or to the Software, including but not limited to all images, graphics, animations, audio, video, music, text, data, code, algorithm, and information, are owned by the Licensor. Accordingly, the Software is protected by all applicable copyright laws and international treaties, and the Customer is expected to use the Software concerning all intellectual property contained therein, except as otherwise provided for in this Agreement.
4.4. European Union Exception. If Customer uses the Software in any country within the European Union, the prohibitions set forth herein will not affect Customer’s rights under any legislation implementing the E.C. Council Directive on the Legal Protection of Computer Programs.
5. INTELLECTUAL PROPERTY
5.1. Customer hereby unconditionally agrees that all right, title and interest in the copyrights and other intellectual property rights in the Software reside with the Licensor. The trademarks, logos, designs, and service marks appearing on the Software are registered and unregistered marks of Licensor. Accordingly, nothing in this Agreement or the Software grants Customer any right to use any form of intellectual property contained in the Software.
5.2. All rights, titles, interests, and copyrights in and/or to the Software, including but not limited to all images, graphics, animations, audio, video, music, text, data, code, algorithm, and information, are owned by the Licensor. Accordingly, the Software is protected by all applicable copyright laws and international treaties, and the Customer is expected to use the Software concerning all intellectual property contained therein, except as otherwise provided for in this Agreement.
6. SERVICES
6.1. While using the Software, Customer shall issue to the Licensor on the Website, as the case may be, an electronic purchase order committing to a purchase of the Services. Each such purchase order must include Customer’s name, address, contact information, the Services purchased by Customer thereunder, the commercial terms and specific usage rights with respect to the Services (if any), and such other terms as the Parties may mutually agree. No purchase order is binding on the Licensor unless and until it is accepted by an authorized representative of the Licensor (each such accepted purchase order, an “Order”).
6.2. Licensor shall use commercially reasonable efforts to provide the Services purchased by Customer in accordance with best market practices. Customer understands Licensor’s ability to provide the Services are conditioned upon Customer’s timely response to Licensor’s requests for information and other inputs from Customer (of any nature to the extent related to the Services). Customer hereby acknowledges and agrees that the Licensor will not be in breach of this Agreement or of any Order for performance delays caused primarily by Customer’s failure to provide such timely response. Further, such delays will not affect Customer’s payment obligations hereunder.
6.3. Licensor shall be permitted to use subcontractors in the provision of Services to the Customer. The Licensor shall not need to receive prior approval from the Customer for the use of a particular intended subcontractor. The Licensor shall be responsible for the work of a subcontractor whose work shall be undertaken to the same standard as required by this Agreement. However, the Parties acknowledge and agree that some subcontractors have their own terms and conditions on which they trade and which are more restrictive than the provisions in this Agreement. Where the terms and conditions of a subcontractor are more restrictive or exclusory than the provisions of this Agreement, the Parties agree that work provided by a subcontractor will be governed by the terms and conditions of the subcontractor rather than the provisions of this Agreement.
6.4. Unless otherwise agreed in writing, all Services will automatically be deemed accepted upon delivery.
7. FEES AND PAYMENT
7.1. The license to Software is granted to the Customer on a royalty-free basis.
7.2. In consideration of the Services provided under this Agreement, Customer shall pay to the Licensor the fees set forth in each Order. All fees shall be payable in the currency of payment stipulated in each Order.
7.3. All fees and expenses shall be due and payable prior to the delivery of the Services within 5 days from the date of invoice, unless otherwise stated in the Order. Any amounts not paid to Licensor when due will accrue interest at the rate of one and one half percent (1.5%) per month, or the maximum amount allowed by law, if lower. In the event that any payment is more than thirty (30) days past due, Licensor may suspend the Services (including access to the Software) without incurring any liability to Customer. Despite any such suspension, Customer acknowledges and agrees it will be required to pay all fees and expenses due and payable until this Agreement is terminated in accordance with the termination provisions set forth herein. In the event that any payment is more than sixty (60) days past due, Customer is responsible for, and agrees to pay, Licensor’s reasonable costs and expenses of collection, including, but not limited to, court and attorneys’ fees and expenses.
8. TERM AND TERMINATION
8.1. This Agreement is effective as of the date the Software is first used, and will continue until it is terminated pursuant to this Agreement.
8.2. Licensor may immediately terminate this Agreement (i) if Customer violates any provision of this Agreement, files for bankruptcy or is placed in receivership; or (ii) at its sole and absolute discretion by providing Customer with thirty (30) days written notice.
8.3. The Parties recognize and agree that any provision of this Agreement which by its terms imposes continuing obligations on the Parties, including, but not limited to, Sections 4, 5, 7.3, and 9 - 14 hereof, shall survive any expiration or termination of this Agreement, and/or the licenses granted hereunder to the extent allowable under applicable laws. The Licensor will not have any obligation upon the termination of this Agreement to refund any portion of any fee paid hereunder.
9. DISCLAIMER OF WARRANTY.
9.1. EXCEPT TO THE EXTENT EXPRESSLY SET FORTH HEREIN, THE SOFTWARE AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT EXPRESSLY SET FORTH HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, OR NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS NOR DOES IT GIVE ANY WARRANTY ABOUT THE RESULTS THAT MAY BE OBTAINED BY USING THE SOFTWARE AND THE SERVICES . CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THE SERVICES MAY RELY UPON THIRD-PARTY SOFTWARE FOR CERTAIN FUNCTIONS AND, EXCEPT AS SET FORTH EXPRESSLY HEREIN, LICENSOR MAKES NO REPRESENTATION, WARRANTY, PROMISE OR GUARANTEE TO CUSTOMER THAT SUCH SOFTWARE WILL BE ERROR FREE, ACCOMPLISH A SPECIFIED PURPOSE OR PERFORM IN ACCORDANCE WITH ANY PARTICULAR STANDARD, LEVEL OR METRIC AND LICENSOR WILL NOT BE LIABLE TO CUSTOMER FOR ANY FAILURE THEREOF. CUSTOMER ACKNOWLEDGES AND AGREES THE SOFTWARE IS NOT INTENDED TO REPLACE CUSTOMER’S PROFESSIONAL SKILLS OR JUDGEMENT. CUSTOMER’S USE OF THE SOFTWARE AND SERVICES IS AT CUSTOMER’S OWN RISK, AND CUSTOMER ASSUMES ALL LIABILITY FOR OUTCOMES BASED THEREON.
10. LIMITATION OF LIABILITY.
10.1. IN NO EVENT WILL LICENSOR BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, LOST PROFITS, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE SOFTWARE, SERVICES OR THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, LOSS OF USE, OR LOSS OF PROFITS, EVEN IF LICENSOR HAS BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. FURTHER, IN NO EVENT WILL LICENSOR’S TOTAL CUMULATIVE LIABILITY TO CUSTOMER OR ANY OTHER PARTY FOR CLAIMS, LOSSES, OR DAMAGES OF ANY KIND, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, INDEMNITY OR OTHERWISE, ARISING OUT OF OR RELATED IN ANY WAY TO THIS AGREEMENT OR THE SERVICES EXCEED THE FEES PAID HEREUNDER DURING THE SIX (6)-MONTH PERIOD ENDING ON THE DATE OF THE CAUSE OF ACTION UNDERLYING SUCH CLAIM, LOSS OR DAMAGE.
10.2. NO CLAIM MAY BE ASSERTED BY CUSTOMER AGAINST LICENSOR MORE THAN TWELVE (12) MONTHS AFTER THE DATE THIS AGREEMENT TERMINATES OR EXPIRES. IN THE EVENT OF ANY FAILURE, OR LICENSOR’S NON-PROVISION, OF THE SERVICES, CUSTOMER’S SOLE AND EXCLUSIVE REMEDY IS FOR THE LICENSOR TO USE COMMERCIALLY REASONABLE EFFORTS TO REPAIR OR PROVIDE THE SERVICES.
10.3. CUSTOMER ACKNOWLEDGES LICENSOR DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SOFTWARE AND SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. ACCORDINGLY, LICENSOR WILL NOT BE RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. CUSTOMER UNDERSTANDS AND AGREES ITS USE OF THE SOFTWARE AND SERVICES IS AT ITS OWN RISK AND DISCRETION.
10.4. THE PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT EACH PARTY HAS ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY SPECIFIED HEREIN, WHICH ALLOCATE RISK BETWEEN LICENSOR AND CUSTOMER AND FORM A BASIS OF BARGAIN BETWEEN THE PARTIES. SOLELY IF AND TO THE EXTENT REQUIRED IN ORDER TO MAKE THIS LIMITATION OF LIABILITY ENFORCEABLE, NOTHING SET FORTH IN THIS AGREEMENT WILL EXCLUDE OR LIMIT LIABILITY TO A GREATER EXTENT THAN IS PERMITTED BY APPLICABLE LAW OR WILL EXCLUDE OR LIMIT LIABILITY FOR FRAUD, FRAUDULENT MISREPRESENTATION OR FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE.
11. INDEMNIFICATION
11.1. Customer hereby agrees to indemnify and hold the Licensor harmless from and against all liabilities, damages, losses or expenses, including but not limited to reasonable attorney or other professional fees in any claim, demand, action or proceeding initiated by any third-party against Licensor, arising from any of Customer’s acts, including without limitation, violating this Agreement or any other agreement or any applicable law.
12. FORCE MAJEURE
12.1. The performance by either Party of its obligations hereunder (other than the payment of money) will be excused during any period of time in which the failure to perform results from acts of God, the elements, fire, flood, component shortages, force majeure, riot, insurrection, industrial dispute, accident, war, embargoes, legal restrictions or any other cause beyond the reasonable control of a Party.
13. ENTIRE AGREEMENT.
13.1. This Agreement and each Order, if and as applicable, constitute the entire agreement between Customer and Licensor regarding the subject matter hereof and supersede any other communications with respect to the Software and Services, and there are no promises, terms, conditions or obligations, oral or written, express or implied, between Customer and Licensor relating to the subject matter hereof other than those contained herein.
13.2. This Agreement may be modified by Licensor from time to time, which modifications are effective once posted on the Website.
14. DISPUTES RESOLUTION AND GOVERNING LAW
14.1. This Agreement shall be governed by the laws of Estonia. In case of dispute arising from or in connection with the interpretation or application of the Agreement shall be exclusively settled by the competent courts of Estonia.
15. CUSTOMER’S INFORMATION
15.1. At all times Customer’s information will be treated in accordance with Licensor’s Privacy Policy, which can be viewed at the Website.
15.2. Customer agrees that Licensor may collect and use technical data and related information, including but not limited to technical information about Customer’s device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of updates and Services. Licensor may use this information, as long as it is in a form that does not personally identify customer, for any purpose at its discretion, including without limitation, to improve its products or to provide services or technologies to Customer.
16. MISCELLANEOUS
16.1. Customer may not assign this Agreement or any of its rights or obligations hereunder without Licensor’s express written consent.
16.2. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
16.3. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
16.4. Any notice, report, approval or consent required under this Agreement shall be in writing and deemed to have been duly given if delivered by email to the respective addresses of the Parties.
17. CONSENT TO USE OF ELECTRONIC SIGNATURES AND RECORDS.
17.1. Customer acknowledges and agrees that by using the Software and the Services (if applicable),or by clicking “I Agree” or “I Accept” anywhere on the Website, or by otherwise agreeing to the terms and conditions set forth in any agreement posted on the Website: (a) Customer agrees to conduct electronically the particular transaction into which it is entering; (b) Customer read, understands and agrees to be bound by the electronic copy of electronic contracts, notices and records to which it is agreeing, including, without limitation, this Agreement; (c) Customer is capable of printing or storing a copy of electronic records of agreements to which it is agreeing including, without limitation, this Agreement; and (d) Customer agrees to receive electronically information about the agreements to which it is agreeing including, without limitation, this Agreement.