Weavae Terms of Use

1. Definitions

"Account" means the credentialed profile through which you access the Service. "Client" or "Brand" means a User using the Service to manage product development and to source services or goods. "Professional" means an independent designer, technician, pattern-maker, grader, or other service provider offering services through the Service, whether as an individual or an agency. "Vendor" or "Supplier" means a factory, mill, or component supplier offering goods or production capacity. "Marketplace" means the features enabling Clients, Professionals and Vendors to discover one another, negotiate, contract, and transact. "Content" means any data, text, files, designs, tech packs, bills of materials, measurements, images, specifications, messages, or other materials submitted to, generated within, or made available through the Service. "User Content" means Content you submit or generate.

2. Eligibility and Accounts

You must be at least the age of majority in your jurisdiction and have full legal capacity to enter into these Terms. The Service is intended for business and professional use; it is not directed to consumers for personal, family or household purposes.

You agree to provide accurate, current and complete information and to keep it updated. You are solely responsible for safeguarding your credentials and for all activity under your Account, whether or not authorised by you. You must notify us immediately of any unauthorised access or security breach. We are not liable for any loss arising from your failure to secure your Account. We may refuse, suspend or terminate Accounts at our discretion, including for violations of these Terms.

Where you authenticate using a third-party identity provider (e.g., Google), you authorise us to receive basic profile information (such as your name and email address) from that provider for the purpose of creating and operating your Account, and your use of that provider is also subject to that provider's terms.

3. Description of the Service

Weavae is a product lifecycle management ("PLM") and B2B marketplace platform for the apparel, fashion and soft-goods industries. The Service may include, without limitation: style, bill-of-materials, measurement, tech-pack, sampling, colour, sourcing, production, inventory and compliance tooling; a marketplace to discover and engage Professionals and Vendors; messaging and brief/quote/negotiation workflows; milestone-based payments and escrow facilitated through third-party payment processors; analytics; and artificial-intelligence-assisted features.

The Service is provided as software-as-a-service and may evolve over time. We may add, modify, suspend or discontinue any feature, in whole or in part, at any time, with or without notice. We do not guarantee that any particular feature will be available, error-free, or uninterrupted.

Chimæra World is a technology provider. Except where we expressly state otherwise in writing, we are not a party to any contract, transaction, engagement, sale, or relationship between Users (for example between a Client and a Professional or Vendor). We do not manufacture goods, perform design or production services, guarantee outcomes, or act as an employer, agent, broker, or fiduciary of any User.

4. Account Types, Roles and Independent Relationships

The Service supports different account types (including Client/Brand, Professional, and Vendor) with different features and obligations. You are responsible for selecting the correct account type and for all activity associated with your role.

Professionals and Vendors are independent businesses. Nothing in these Terms or in any use of the Service creates an employment, agency, partnership, joint-venture or fiduciary relationship between Chimæra World and any User, or between Users, except as expressly agreed in a separate written contract between those Users. Users are solely responsible for determining, documenting and complying with the legal and tax characterisation of their relationships, including any obligations relating to employment, contractor classification, withholding, benefits, insurance, licensing and permits.

5. Subscriptions, Fees, Trials and Marketplace Take-Rate

Certain features require a paid subscription, seat, listing fee, or are subject to a marketplace commission or take-rate on amounts processed through the Service. Pricing, billing frequency, included usage and applicable fees are presented to you at the point of purchase or in your account settings and may change as described in these Terms.

Free trials, if offered, convert to a paid plan (or expire) at the end of the trial period unless cancelled beforehand; we may modify or withdraw trials at any time. You authorise us and our payment processors to charge your designated payment method for all applicable fees, taxes and recurring charges until you cancel. Except where required by applicable law or expressly stated by us in writing, fees are non-refundable and are exclusive of taxes, which are your responsibility.

We may change subscription fees and the marketplace take-rate on a prospective basis upon notice; changes take effect at the start of your next billing cycle or as otherwise stated. Failure to pay may result in suspension or termination of access and of in-progress transactions.

6. Payments, Escrow, Milestones and Refunds

Payments, payouts, and any escrow or milestone-release functionality are facilitated by third-party payment processors (for example, Stripe). By transacting through the Service you also agree to the applicable processor's terms, and you authorise us and the processor to collect, hold, release, debit and remit funds in accordance with the agreed transaction terms, milestones, and our fees and take-rate. Chimæra World does not provide banking, money-transmission, lending, or fiduciary services and does not hold funds except as a technical facilitation through a licensed processor.

Where funds are held pending milestones, release is governed by the transaction terms agreed between the transacting Users and by our published dispute and release rules. We may, but are not obligated to, provide tools to help Users resolve disputes; we are not an arbiter of, and accept no liability for, the quality, timeliness, legality or outcome of any goods or services exchanged between Users.

Refunds, chargebacks and reversals are governed by the transaction terms between Users, the processor's rules, and applicable law. You are responsible for all chargebacks, reversals, fines and related costs attributable to your transactions.

7. Marketplace Transactions

The Marketplace lets Users discover one another and contract directly. Any brief, quote, order, statement of work, price, deliverable, deadline, warranty, or other term is a matter solely between the transacting Users. You are responsible for evaluating the suitability, identity, qualifications, and reliability of any counterparty and for the terms you agree to.

We do not endorse, verify, or guarantee any User, listing, profile, rating, review, sample, capacity claim, certification, or representation, even where we provide verification, ranking, rating, or "verified" indicators, which are provided on a best-effort basis and may be incomplete or inaccurate. To the maximum extent permitted by law, Chimæra World disclaims all liability arising out of or relating to interactions, communications, contracts, transactions, or disputes between Users.

8. User Content and Intellectual Property

As between you and Chimæra World, you retain all ownership rights in your User Content. We do not claim ownership of your designs, tech packs, BOMs, measurements, brand assets, or other User Content.

You grant Chimæra World a worldwide, non-exclusive, royalty-free, sublicensable (to our service providers) and transferable licence to host, store, reproduce, modify (for technical formatting/display), transmit, and display your User Content solely as necessary to operate, provide, secure, maintain and improve the Service, to enable the collaboration and transactions you direct, and as otherwise instructed by you. This licence ends when your User Content is deleted from the Service, except for residual copies in backups retained for a limited period and Content others are licensed to retain through your collaboration.

You are solely responsible for your User Content and represent and warrant that you own or have all necessary rights to it and that it does not infringe, misappropriate or violate any third party's intellectual-property, privacy, publicity, contractual or other rights, or any law. You are responsible for maintaining your own backups. We may remove Content that we reasonably believe violates these Terms or the law.

9. Our Intellectual Property

The Service, including its software, design, "look and feel", text, graphics, interfaces, and the Weavae and Chimæra World names, logos and marks, is owned by Chimæra World or its licensors and is protected by intellectual-property laws. Except for the limited right to use the Service under these Terms, no rights are granted to you. You may not copy, modify, distribute, sell, lease, reverse-engineer, decompile, scrape, or create derivative works of any part of the Service, or remove any proprietary notices, except to the extent such restriction is prohibited by applicable law.

If you provide feedback or suggestions, you grant us an unrestricted, perpetual, irrevocable, royalty-free licence to use them without obligation to you.

10. Acceptable Use

You agree not to, and not to permit others to: (a) use the Service for any unlawful, infringing, fraudulent, harmful, or deceptive purpose; (b) upload or transmit malware, or otherwise interfere with, disrupt, probe, or compromise the integrity or security of the Service; (c) attempt to gain unauthorised access to any account, system or data; (d) scrape, harvest, or collect data about other Users except as expressly enabled; (e) misrepresent your identity, role, qualifications, or affiliation; (f) circumvent or attempt to circumvent fees, take-rate, escrow, or transaction flows, including by taking transactions "off-platform" to avoid fees; (g) post content that is illegal, infringing, defamatory, obscene, harassing, or that violates third-party rights; (h) use the Service to compete with us, including to build a competing product, or to benchmark for a competitor; or (i) use any automated means to access the Service except through our published APIs in accordance with their terms.

We may investigate and take any action we deem appropriate for suspected violations, including removing Content, suspending or terminating Accounts, withholding or reversing transactions, and cooperating with law-enforcement.

11. Data, Privacy, Security and Transparency

Our collection and use of personal information is described in our Privacy Policy. By using the Service you consent to that processing. You are responsible for ensuring you have all rights and lawful bases necessary for any personal data you submit (including data about your employees, clients, or counterparties) and for complying with applicable data-protection laws as a controller of such data, with Chimæra World acting as a processor on your behalf where applicable.

Transparency commitments. Chimæra World does not engage in covert geolocation tracking, and does not use hidden or buried consent to enrol your Content into the training of artificial-intelligence models. Any location features are surfaced transparently, and any optional use of your data to improve AI features will be presented to you clearly and separately, not concealed in these Terms. These commitments do not limit our ability to process data as necessary to operate, secure and provide the Service as described in the Privacy Policy.

We implement reasonable technical and organisational security measures, but no system is perfectly secure. You acknowledge that you provide Content at your own risk and that we cannot guarantee that unauthorised third parties will never defeat our safeguards.

12. Artificial-Intelligence Features

The Service may offer AI-assisted features (for example, suggestions, drafts, analyses, estimates, or generated text or imagery). AI outputs are generated automatically, may be inaccurate, incomplete, biased, or unsuitable, and must be independently reviewed and verified by you before any reliance or use. AI outputs are not professional, legal, financial, medical, or compliance advice. You are solely responsible for your use of, and any decisions made based on, AI outputs, and for ensuring such use complies with applicable law and third-party rights.

13. Third-Party Services and Links

The Service integrates or interoperates with third-party products and services (for example, authentication, hosting, payment, email, storage, and analytics providers) and may contain links to third-party websites. We do not control and are not responsible for third-party services or their availability, content, terms, or practices. Your use of them is at your own risk and subject to their terms.

14. Confidentiality

In the course of using the Service you may receive non-public information of Chimæra World or of other Users. You agree to use such information only as necessary to use the Service as intended and not to disclose it except as permitted by the disclosing party or required by law. This does not limit obligations under any separate non-disclosure agreement between Users.

15. Disclaimers of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ALL CONTENT, MARKETPLACE LISTINGS, AND AI OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. CHIMÆRA WORLD EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, ACCURATE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, THAT DATA WILL NOT BE LOST, OR THAT THE SERVICE WILL MEET YOUR REQUIREMENTS. WE MAKE NO WARRANTY REGARDING ANY USER, COUNTERPARTY, GOODS, SERVICES, OR TRANSACTION. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CHIMÆRA WORLD, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, DATA, OR PRODUCTION, OR COST OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHIMÆRA WORLD'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO CHIMÆRA WORLD FOR THE SERVICE IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED ($100) UNITS OF THE BILLING CURRENCY. THESE LIMITATIONS APPLY IN THE AGGREGATE AND ARE A FUNDAMENTAL BASIS OF THE BARGAIN. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

17. Indemnification

You agree to defend, indemnify and hold harmless Chimæra World, its affiliates, and their respective officers, directors, employees and agents from and against any and all claims, demands, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or relating to: (a) your access to or use of the Service; (b) your User Content; (c) your violation of these Terms or any law or third-party right; (d) any transaction, contract, dispute, or relationship between you and another User or any third party; and (e) your products, services, or business. We may assume the exclusive defence and control of any matter subject to indemnification, at your expense, and you agree to cooperate.

18. Term, Suspension and Termination

These Terms remain in effect while you use the Service. You may stop using the Service and close your Account at any time. We may suspend or terminate your access immediately, with or without notice, for any reason, including suspected violation of these Terms, non-payment, risk to the Service or other Users, or as required by law.

Upon termination, your right to use the Service ceases. We may delete or retain your Content as described in our Privacy Policy and as required by law; you are responsible for exporting any Content you wish to keep before termination where export tools are available. Sections that by their nature should survive termination (including ownership, fees accrued, disclaimers, limitations of liability, indemnification, and dispute resolution) survive.

19. Governing Law and Dispute Resolution

These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the Province of Quebec, Canada, without regard to conflict-of-laws principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods.

Subject to applicable law, the parties will first attempt in good faith to resolve any dispute informally by contacting support@chimaeraworld.com. Where permitted by applicable law, any unresolved dispute will be finally resolved by binding arbitration on an individual basis under the rules of a recognised arbitral institution in the Province of Quebec, Canada, and YOU AND CHIMÆRA WORLD WAIVE ANY RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION, to the fullest extent permitted by law. Nothing prevents either party from seeking injunctive or equitable relief in a court of competent jurisdiction for misuse of intellectual property or confidential information. Where mandatory consumer or local law gives you non-waivable rights, nothing here limits those rights.

20. Changes to These Terms and to the Service

We may modify these Terms from time to time. If we make material changes, we will provide reasonable notice (for example, by posting the updated Terms with a new effective date, or by email or in-product notice). Changes are effective when posted or on the stated effective date. Your continued access or use of the Service after changes become effective constitutes your acceptance. If you do not agree to the changes, you must stop using the Service. We may also change, suspend, or discontinue the Service or any part of it at any time.

21. General

Force majeure: we are not liable for any delay or failure to perform due to causes beyond our reasonable control. Assignment: you may not assign these Terms without our prior written consent; we may assign them freely, including in connection with a merger, acquisition, or sale of assets. Severability: if any provision is held unenforceable, it will be modified to the minimum extent necessary and the remaining provisions remain in effect. No waiver: our failure to enforce any provision is not a waiver. Notices: we may provide notices to you via the Service or the email associated with your Account; you may contact us at support@chimaeraworld.com. Entire agreement: these Terms, together with the Privacy Policy and Marketplace Terms and any order or plan you accept, are the entire agreement between you and Chimæra World regarding the Service and supersede all prior understandings. Language: where these Terms are provided in more than one language, the English version controls unless applicable law requires otherwise.

22. Acknowledgement

BY CREATING AN ACCOUNT OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS IN THEIR ENTIRETY, THAT YOU HAVE HAD THE OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE, AND THAT YOU AGREE TO BE BOUND BY THEM. If you do not understand or agree with any part of these Terms, do not use the Service and contact us at support@chimaeraworld.com.