Please read these terms of service ("terms") carefully before using gosadi website or app (the "service") owned and operated by Gosadi, LLC which is a wholly owned subsidiary of Team 1L Holdings, LLC ("us", "we", "our").

About Us and These Terms of Service

The gosadi platform and application enables designers in the fiber industry to centrally manage their pattern listings and reach a bigger audience by streamlining the pattern listing and e-commerce process. Gosadi, LLC, dba gosadi, is a wholly-owned subsidiary of Team 1L Holdings, LLC (“Gosadi” or “we” or “us”).

Please read these Terms of Service (“Terms” or “Agreement”) carefully before accessing or using any of the services on this website, [www.gosadi.com or any of its subdomains housed at gosadi.com], or the gosadi mobile application (collectively, “the Services”). These Terms apply to your use of the Services, whether you are a Gosadi account holder (“User”), a customer of one of the Users or a person referred to the Users (“Customer”), or whether you are simply visiting our website or application. These Terms govern all use of any of the Services, which are offered subject to your acceptance without modification of these Terms and all other Gosadi policies (including the Gosadi Privacy Policy) https://gosadi.com/privacy-policy, and any other terms or policies that we may publish. 

Every time you use or access Gosadi’s website, application, or any of the Services, you agree to be bound by these Terms. This Agreement is legally binding. If you do not agree to all of the Terms set forth in this Agreement, then you are not permitted to access or use any of the Services. 

Account Terms

1. If you are a User establishing a Gosadi account, you must provide all of the information Gosadi requests, including your full name, email address, your company name (if any), social media handles, gender identity pronouns (if you choose to share them), website information, links to where you sell online and connect to Gosadi, subscription level, zip code, city, state, phone number, and any information requested by your chosen third-party payment service (Stripe or PayPal) (“Payment Service”). You also may choose to provide other information, but it is not required. Your submission of that information is governed by Gosadi’s Privacy Policy, which is expressly incorporated herein. https://gosadi.com/privacy-policy

2. If you are registering to open an account on behalf of a corporate or partnership entity of any kind, you personally represent, warrant, and guarantee that you have the authority to agree to these Terms on behalf of the entity. 

3. To open and maintain a Gosadi account and thus have access to Gosadi account Services, you agree to pay Gosadi the monthly or annual subscription fees indicated for that account, and you authorize your chosen Payment Service to collect those fees. Your payments will be charged on a pre-pay basis, meaning that you will pay on the first day of the subscription period (whether monthly or annually) for the use of the account for the ensuing month or year of the subscription period, whichever applies. Your monthly payment date is the date of the month that you opened your account. For example, if you opened your account on May 23^rd, your credit card will be charged on the 23^rd of each subsequent month for which you maintain an account. 

4. Unless you give Gosadi notice of cancellation in the manner set forth in this Agreement (see Section 3(B)) before the end of the applicable billing period that you want to cancel your account, your account subscription will automatically renew for the same period (monthly or annually), and you authorize the Payment Service to collect the then-due monthly or annual subscription fee for the account. Services can be cancelled at any time.  

5. By creating an account, you confirm that all information you have provided is accurate, and agree to be responsible for all account information, including the password. You are solely responsible for the activity occurring on your account, and for keeping your login, password, or any other security information related to your account confidential. If there is any breach of security or other unauthorized use of your account, you must notify us immediately. Gosadi is not liable for any loss or damage suffered as a result of your failure to maintain the security of your account.

6. Gosadi may change the price of its account Services, and agrees to provide you with advance notice of any such changes. Any such price change will take effect on the first date of the next Billing Period, and by continuing to use account Services, you agree to any such price change, subject to applicable law. If you do not accept the price change, you should notify us of your cancellation of the account pursuant to Section 3(B) of this Agreement. 

7. Please note that during the Beta testing period, which is from June 22, 2023 through February 22, 2024, we are providing Users with a six-month free trial. You will still need to enter credit card information to sign up for an account, but it will not be charged during the free trial period. After February 22, 2024, we will be offering a thirty (30) day free trial period, again requiring credit card information to sign up. 
   

Term, Termination, Survival

1. Gosadi may terminate your access to and/or use of any part of or all of the Services at any time, with or without cause, and with or without notice.

2. If you are a User with a Gosadi account, you may terminate that account at any time, with or without cause, by going to the My Account section, and under Subscriptions selecting the cancel account option. Or, you can go to Settings and select the Delete Account option, which will wipe all your data from the system. As noted above, accounts are billed on 30-day cycles for monthly accounts and on the anniversary date of registration for annual accounts (“Billing Period”). Cancellations will take effect at the end of the last Billing Period for which you have paid. You must give notice of cancellation at least twenty-four (24) hours before the next payment date to avoid being charged for the next Billing Period. Because you pre-pay for each Billing Period, cancellation will not take effect until the first day of the subsequent Billing Period. Please note that we do not provide refunds, and that applies to annual accounts as well as monthly accounts. 

3. At any time before the first day of that subsequent Billing Period, you may retract your cancellation by re-activating your account with the re-activation button on your account subscription page, and you will continue to have access to the services and be billed for them, as if the initial cancellation had not occurred. In addition, you will have thirty (30) days beginning on the first day of the next billing cycle to re-subscribe, meaning you will be starting a new subscription (not a new free trial) and your data will remain in the system and intact. 

4. Once your cancellation becomes effective, you will no longer be billed for the Services, and all of your User Content (as defined in Section 5(A) of this Agreement) will be removed from the Services 30 days after the date of cancellation. If you reinstate your account within thirty (30) days of its removal from the Services, that content will be reinstated. If not, it will be permanently deleted.

Third-Party Website or Platform Content

1. The Services include uploaded and otherwise transmitted content from, and links to, third-party websites and platforms, such as Ravelry, Etsy, Shopify, etc. When you access third-party websites or platforms, or as a User cause any content from those sources to be uploaded or transmitted to Gosadi’s website or application, you do so at your own risk. We do not control these third-party websites or platforms, and you acknowledge that Gosadi is not responsible or liable for any of the content, functions, accuracy, legality, propriety, or any other aspect of such websites, platforms, or content. That a User causes content to be uploaded or transmitted from a third-party website to Gosadi’s website or application does not imply Gosadi’s endorsement of that content, the User who uploaded it, or the third-party website or platform from where it came. 

2. In addition, to the extent that full use of the Services by Users owning Gosadi accounts (such as the creation of Designer Landing Pages and Product Pages, based on content initially provided on third-party websites or platforms) requires as a precursor that the User have created an account or otherwise entered into an agreement with the third-party website or platform, Gosadi does not control and has no responsibility for the performance, content, terms of use, privacy policies, or practices of such third-party website or platform. Gosadi is not a party to any such account or agreement between the User and the third party, and any User expressly relieves Gosadi of any liability arising from the User’s relationship with any such third party. 

User Content

1. A User’s Account, Designer Landing Pages, and Product Pages necessarily contain content provided by that User, which has been uploaded or otherwise transmitted to the Gosadi website and application from a third-party website (such as Ravelry, Etsy, Shopify, etc.), and which has been created by the User (or an agent thereof) (“User Content”). For purposes of this Agreement, User Content means any information, data, text, writing, pictures, descriptions, prices, graphics, and all other content created by a User or the User’s agent for use on a third-party website or platform and made accessible on or through the Services. 

2. All User Content that is created, uploaded, transmitted, added, or otherwise posted to the Services, whether publicly or privately, is the sole responsibility of the originator of that content and/or the User with whom that content is connected. As a User, you represent and warrant that all of the User Content you provide is accurate, up-to-date, complete, and in compliance with all applicable laws and regulations. You also represent and warrant that you own the User Content or have the right to use it, and you grant to Gosadi the rights and license as provided in Section 6(B) of these Terms. Finally, you represent and warrant that your User Content does not violate any rights of any other person or entity, including but not limited to intellectual property rights, contract rights, privacy rights, or publicity rights.

3. You acknowledge that all User Content (as well as any other content, see Section 4 herein) accessed by you while using the Services is accessed at your own risk and you will be solely responsible for any damages you may suffer as a result. We do not warrant or guarantee that any User Content you access through the Services is accurate, or will continue to be accurate.

Intellectual Property

1. Gosadi’s Intellectual Property. Gosadi’s website, application, content, features, functionality, look and feel, trademarks, service marks, and other intellectual property are owned by Gosadi, and are protected by all applicable copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. This Agreement does not transfer from Gosadi to you any rights in and to Gosadi’s intellectual property, which remain (as between you and Gosadi) solely with Gosadi. You agree not to copy, modify, republish, publicly display, or create derivative works of, any of Gosadi’s intellectual property. Subject to the foregoing and all other Terms, Gosadi grants to Users a worldwide, non-exclusive, non-sublicensable and non-transferable license to use the Gosadi Intellectual Property as necessary to access and use the Services in accordance with the Terms of this Agreement. Gosadi retains all rights in its intellectual property that are not expressly granted to you by this Agreement. 

2.  User Content. By submitting any User Content to Gosadi, as defined in Section 5, you grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, aggregate, reproduce, distribute, display, prepare derivative works of, and otherwise fully exploit that content to the extent Gosadi deems appropriate or necessary to provide the Services in connection with its business. You retain ownership of the materials you upload or transmit to Gosadi to use the Services. You also represent and warrant that you own or have permission to use all of the content that is uploaded or transmitted to Gosadi, and that your content does not infringe any rights of any other party.

Prohibited Uses

1. As a condition of using any of the Services, you agree not to engage in any of the conduct prohibited by these Terms, or that violates any laws in your jurisdiction. You are responsible for all of your activity in connection with your use of the Services. Particular categories of prohibited uses of the Services are the following:

2. You agree that you will not copy, transmit, distribute, transfer, assign, sell, lease, or otherwise traffic in any information, intellectual property, goods, materials, content, or services that Gosadi provides as part of the Services. 

3. You agree not to use the Gosadi website or application to transmit content or communications that could be deemed unlawful, offensive, defamatory, obscene, harassing, malicious, racist, sexist, abusive, libelous, pornographic, vulgar, indecent, or otherwise inappropriate or threatening.

4.  You agree not to use the Gosadi website or application to transmit content or communications that could be interpreted to constitute or encourage criminal conduct or violate the CAN-SPAM Act. 

5. You agree not to breach, or attempt to breach, Gosadi’s security systems.

6. You agree not to transmit by any means any material containing software virus and/or any computer codes, files, or programs of a destructive nature that are designed to interrupt, destroy, or limit the functionality of computer software, computer hardware, or telecommunications equipment.

7. You agree not to use our Services to publish misleading or inaccurate content concerning the products you sell, or any other matters.

8. You agree not to harvest or otherwise collect information about other Users or persons accessing the Services without their consent.

9. You agree not to use any automated means, such as robot, scraper, or spider, to access the Services.

10. You agree not to use the Services in any way that would violate anyone else’s legal rights, including but not limited to intellectual property, privacy, publicity, or contract rights.

11. You agree not to modify, hack, alter, or adapt the Services, or any other website, platform, or application, so as to suggest that it is associated with Gosadi.

Privacy Policy

Gosadi’s use and disclosure of your information is governed by Gosadi’s Privacy Policy, which is incorporated in full by reference into these Terms of Service. You can access the Privacy Policy through this link. https://gosadi.com/privacy-policy

DMCA Notice and Takedown Procedures

1. Gosadi respects and supports the protection of intellectual property and you agree to do the same. It is our policy to respond to all notices of alleged copyright infringement. Whenever possible, we will endeavor to follow the procedures for notice and takedown of infringing content set forth in the policies and procedures of the third-party websites with which we work (Etsy, Shopify, etc.).

2. Because most User Content originates on another website (such as Etsy, Shopify, etc.), if you believe that User Content appearing on Gosadi infringes another’s intellectual property rights, we ask that you determine the website on which that User Content originated and follow that website’s DMCA Notice and Takedown Policy, while also providing us with the same notice, addressed to info@gosadi.com, making clear that it is a DMCA notice and takedown request, and providing all information required by the website on which the User Content originated. On receiving the notice, we will follow the decision of the originating website, and User Content that the originating website removes necessarily will be removed from Gosadi. The person allegedly infringing copyright may, in accordance with the originating website’s policy, have the ability to respond to the infringement claim by providing evidence that the material is not infringing. If that evidence is provided, and originating website reinstates the User Content, it will then be reinstated on Gosadi.

   For any User Content that originates on the User’s Designer Landing Page, the following procedure will apply. If someone believes that a User, Customer, or any other person accessing or using the Services has infringed their intellectual property rights while doing so, they can send us a DMCA notice to info@gosadi.com, making clear that it is a DMCA notice and takedown request. Each such notice must include the following: (1) an electronic or physical signature of the copyright owner or someone authorized to act on their behalf; (2) the copyright owner’s name, address, phone number, and email address; (3) the copyrighted work that is allegedly being infringed; (4) identification (ideally by URL) of where on our website or application the infringing material can be found; (5) a statement that it is your good faith belief that the copyright owner has not authorized the use, and that the information in the notice is accurate; and (6) a statement that you are authorized to act on the copyright owner’s behalf. The notice also must be made under penalty of perjury. On receiving the notice, we may remove or disable access to the material claimed to infringe copyright. The person allegedly infringing copyright will have fourteen (14) days from the date on which the material is removed to provide us with evidence that the material is not infringing. If that evidence is provided, and the notice provider fails to counter within fourteen (14) days, we will restore the material previously taken down.
    

Offensive content notice and takedown policy

1. As set forth in Section 7(C) above, Gosadi has zero tolerance for speech or content that it deems offensive, hateful, discriminatory, abusive, defamatory, harassing, or threatening. We intend for our Services to provide safe spaces where Users, Customers, and others can interact without fear of exposure to those types of dangerous, prohibited speech. 

2. If you believe that a User, Customer, or any other person accessing or using the Services has engaged in any of the types of speech prohibited in Section 7(C) of these Terms, please notify us by using the report feature on the DLP and product pages, making sure to identify via link(s) to the page(s) where the offending content can be found, and providing your email address so we can contact you. Providing us with this notice and information will set in motion the following process.

3. The report will be received by an administrative panel at Gosadi who will review the content at the pages reported to determine whether the content violates Section 7(C) of these Terms. If the panel determines that the content is not a violation, it will dismiss the report and respond to the person making the report with notice of that determination. 

4. If the panel determines that the reported content violates Section 7(C) of these Terms, the content will temporarily be removed (whether it is pure speech, or an offensive product offered for sale by a User and thus appears on a Product Page). We will then notify by email the User or other person who posted the offensive content, who will be given three (3) days to either (i) modify the content so that it no longer violates these Terms, (ii) dispute that the content is in violation of these Terms, or (iii) do nothing. 

5. If the User or other person who posted the offensive content chooses to modify that content, we will review it and communicate our findings to the User or poster, as well as the maker of the report (whose identity will be kept confidential). If we determine that the content no longer violates these Terms, it will be posted on the Services. But if the revised content in our view still violates these Terms, it will remain temporarily removed and we will notify the User and provide another opportunity to revise the content so it complies. 

6. If the User or other person who posted the offensive content disputes that the content is in violation of these terms we will review their dispute among a panel of content administrators to determine if the content violates these Terms. If we decide that the content was reported incorrectly then we will remove the report and reinstate the content. 

7.  If the User or other person who posted the offensive content does nothing, the content will be permanently removed from front facing pages of Gosadi and the DLP but may appear on other third party sites the user has linked to.

8. If, after the foregoing process is completed, the content is deemed offensive and permanently removed, we will issue a report that will be available to the party who filed the report.

9. If a User or other person is deemed to have violated Section 7(C) of these Terms three times, they will be permanently barred from the Services. If a User with an account is barred, their account will be cancelled as set forth in Section 3(A) of these Terms, and the banned User will have thirty (30) days to download their data before it is permanently deleted (see Section 3(D) of these Terms, above).

Disclaimer of Warranty

1. Gosadi provides its services “as is” and “as available.” Gosadi hereby disclaims all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement. We make no warranty that the Services will be provided without error or that you will have uninterrupted or continuous access to the Services. 

2. Gosadi makes no guarantees or representations of any kind regarding the results of your use of any of the Services. For Users who establish accounts, we make no guarantees or representations that use of the Services will lead to any particular outcome with regard to the success of your business, or the results of any particular transaction with any Customer. For Customers who use the Services to access Users and transact with them, we make no guarantees or representations about any Users, their products, or any aspect of any transactions with any Users. 

3. Gosadi is not responsible for the actions of any third party, including but not limited to Users, Customers, advertisers, third-party service providers, or linked websites or platforms. Indeed, Gosadi’s Services include links to third-party websites or platforms. By using Gosadi’s Services, you agree and acknowledge that Gosadi is not responsible or liable for the accessibility, availability, accuracy, content, or conduct of third-party websites or other resources that you may access through Gosadi’s Services. You acknowledge sole responsibility for, and assume any and all risk arising from, your use of any such third-party website or resources. 

Your Representations and Warranties

1. You represent and warrant that your access or use of the Services will strictly comply with these Terms and with the Gosadi Privacy Policy, found at https://gosadi.com/privacy-policy, as well as with all applicable and governing laws and regulations, whether state, federal, or local (or for non-residents of the United States, applicable laws in your country). You also represent and warrant that your access or use of the Services will not infringe or misappropriate any intellectual property rights of any third party. 

2. You represent and warrant that all content that you upload or otherwise transmit to Gosadi to appear on your Designer Landing Page or Product Page, or for any other purpose in connection with the Services, is accurate, complete, up-to-date, and in compliance with all applicable laws and regulations.

3. You represent, warrant, and agree that you will not engage in any of the conduct deemed Prohibited Uses set forth in Section 7(A)-(K) of these Terms. 

4. The Services are not targeted toward, nor intended to be used by, anyone under the age of 16. You represent and warrant, by using the Services, that you are 16 years of age or older. If you are under the age of 16, you may not use the Services. 

Changes to the Services and/or Prices

Gosadi may change the Services (including modification or discontinuation of any of the Services), and/or may change the prices charged for our Services, at any time by posting the changes to the Gosadi website and mobile application. Users who have provided us with email addresses and authorized us to communicate with them via email also will receive notice of such changes by email. 

Changes to These Terms

We may, from time to time, change the legal terms under which our Services are offered. If we make any material changes, we will let you know by conspicuously posting the fact of such change on the Gosadi website, and to those who have provided us with email addresses and consented to be contacted in that way, by sending you an email or other communications. If you disagree with any such modification, you should discontinue use of the Services, as your continued use of the Services will be subject to the new terms. Any dispute arising before any such changes shall be governed by the Terms in existence when the dispute arose. 

Limitation of Liability

Your use of the Services is at your sole risk. In no event will Gosadi, its contractors, licensees, or their respective directors, officers, employees, or agents, be liable to you with respect to any subject matter covered by this Agreement under any legal or equitable theory for: (1) any special, incidental, consequential, indirect, punitive, emotional distress, lost profits, or other damages; (2) any costs you incur in procuring substitute services or products for those Gosadi provides; (3) any costs or damages you might claim arising from the interruption of the Services or corruption of data; or (4) any amounts under any theory that exceed the fees paid by you to Gosadi under this Agreement during the month in which any claim you might assert arose. The foregoing shall apply only to the fullest extent permitted by applicable law, and shall not apply to claims of fraud, intentional misconduct, or dishonesty. 

Indemnification

You agree to indemnify Gosadi, its contractors, its licensees, and their respective directors, officers, employees, and agents, from and against any claims and expenses of any kind, whether legal or equitable in nature, including all forms of damages, and any award of attorneys’ fees or costs, arising out of your access or use of the Services, including but not limited to your violation of this Agreement and/or Gosadi’s Privacy Policy https://gosadi.com/privacy-policy

Governing Law

This Agreement, as well as any access or use of the Services, are governed by the laws of the State of Illinois, in the United States, excluding its conflict of law provisions. Subject to the Dispute Resolution provisions in this Agreement, which shall govern all disputes in the first instance, the proper venue for any disputes arising from this Agreement or your access or use of the Services, will be in federal or state court in Chicago, Illinois.  

Dispute Resolution

You agree that you will attempt to resolve any dispute arising under this Agreement or your access or use of the Services first through non-binding mediation with a mediator of the parties’ mutual choice. Should that process not bring resolution, the dispute shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”), by one arbitrator appointed in accordance with the JAMS rules, with the arbitration to take place in Chicago, Illinois. The decision by the arbitrator may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to payment of their reasonable attorneys’ fees and costs. 

Notice

Any notice to you will be deemed effective when Gosadi sends it to you at the last email address or physical address that you provided to us. Notice to us will be effective when sent to us at info@gosadi.com, with a subject line indicating you are providing us with notice.

Entire Agreement

This Agreement, along with the Privacy Policy, and any other terms you have agreed to, constitutes the entire agreement between you and Gosadi with respect to the subject matter therein. It supersedes all prior agreements, representations, and understandings of the parties, whether written or oral. This Agreement may be modified only in writing, which will posted as set forth in Section 14 above.

Assignment

1. You may assign your rights under this Agreement to any party who consents to, and agrees to be bound by, this Agreement.

2. Gosadi may assign our rights under this Agreement to any individual or entity at our discretion. 

3. This Agreement is binding on the parties, their successors, and permitted assigns. 

Waiver/Invalidity of Term(s)

1. If either party to this Agreement waives or fails to exercise or enforce any right or provision, that will not constitute a waiver of such right or provision, or any subsequent breach thereof. 

2. If any part of this Agreement is held invalid or unenforceable, that will not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full legal force and effect.

Date of Last Revision

These terms were first made effective on July 14, 2023. No revisions have been made since that date.