Faith Tribe
TERMS & CONDITIONS
1. Introduction
a. These general terms and conditions (“GTC”) are intended to define the terms and conditions of access and use of the information and services offered by Faith Tribe (“Faith Tribe”) through the websites www.faithtribe.io or www.faithtribe.market (“Site” or “Website”).
b. Faith Tribe is in the process of developing a platform under which the global community of decentralized and independent designers, visual artists, curators, bloggers, influencers, fashion experts, and brands (“Contractor(s)”) can offer a wide range of services through the creation of their own digital fashion designs, the trading and distribution thereof (“Services”) to customers, existing on or utilizing the network (“Customer(s)”), whereby the Customer shall be able to purchase such Services, according to the latest 3D fashion technology, development tools, digital and physical NFT minting, means, techniques, methods, operating systems and other conditions, and that, via stores in virtual metaverses, NFT & digital fashion marketplaces, game stores, etc., (“Marketplace”), made available to them on the Site.
c. The Contractor, the Customer and any person accessing the Site, shall be referred to each of them hereinafter as (“User”).
d. The User further represents and affirms that he/she has the authority and hereby legally binds himself/herself or the business entity, if any, for which he/she serves in the capacity of agent, representative, independent contractor, partner, owner, member, manager, director, shareholder, officer or employee, to these GTC, without limitation, restriction, or qualification.
e. The User must read the following GTC which govern his/her use of the Site or any component thereof. By accessing, browsing, viewing, or otherwise using the Site, the User represents and affirms that he/she has read, understood and agreed to be legally bound by these GTC and will comply with all applicable laws and regulations.
f. By accessing and using the Site through the Site and their contents, the User accepts and agrees to respect the GTC.
g. These GTC shall take effect immediately upon the User’s first use of the Site.
h. If the User does not agree to be bound by these GTC, he/she must not proceed any further to create an Account (as defined below) with Faith Tribe or use the Site.
i. Faith Tribe retains the right to change, modify, update, revise, and/or amend the content of the GTC at any time and, each time the User uses the Site, he/she agrees that the then current version of these GTC is applicable and binding to him/her and constitutes a contract between him/her and Faith Tribe and/or Partners.
j. Any changes made to these GTC shall be effective and applicable immediately upon posting on the Site. The User’s continued use of the Site, constitutes acceptance of the current version of these GTC which supersedes and replaces all prior versions.
2. Personal Account
a. For the purpose of selling the Services through the Site, the Contractor must create a personal account who shall be able to connect to it for future use, as well as, to apply, access, modify or update the data related to the Services (“Account”).
b. When creating his/her Account, the Contractor/Customer (as the case may be) enters a valid e-mail address, which is used as user name, and chooses a confidential code that meets the complexity requirements of the Site, which is used as a password. The username and password thus created by the Contractor/Customer are for his/her personal use. Therefore, the Contractor/Customer undertakes not to disclose it to anyone and in any way whatsoever. The Contractor/Customer is solely responsible for their custody and will be presumed responsible for all acts and actions operated from his/her Account.
c. Account Information: The Contractor/Customer must fill in all mandatory information fields necessary to create the Account, with accurate, complete and up-to-date information.
d. The Contractor/Customer is responsible for all activities that occur under his/her Account and he/she agrees to maintain the security and secrecy of his/her Account username and password at all times and shall promptly notify Faith Tribe by email to the below address if he/she discovers or suspects that someone has accessed his/her Account without his/her permission. As well as, in case of loss, theft, or misappropriation by a third party of his/her username or password, the Contractor/Customer shall immediately notify Faith Tribe and request new username and password by email to the address: [email protected]..
e. The Contractor/Customer must not authorize third parties to use his/her Account. In certain instances, the Contractor/Customer may be asked to provide proof of identity to access or use the Services, and he/she agrees that he/she may be denied access to or use of the Services if he/she refuses to provide proof of identity.
3. Payment
a. Faith Tribe acts as an online platform to allow the Users who comply with these GTC to offer, sell, and buy Services listed on the Site and/or the Site. Once the User decides to purchase the Service, the payment shall be made in advance in full, via one or more methods, that are made available on the platform.
b. Any purchase order may be suspended or cancelled for any reason, if the payment method cannot be verified, is invalid or is otherwise not acceptable.
c. Any purchase of paid Services made from the Contractor shall be processed through a third-party website and is deemed to have been made by the Contractor and under his/her full responsibility. [M1]
d. Any purchase of paid Services or transmission of data made from the User is deemed to have been made by the Customer and under his/her full responsibility.
e. As such, Faith Tribe cannot be held responsible for the use of the username, password, the card information and/or the wallet address (as the case may be) of the User by a third party to which the User has communicated them or who would have had access to it as a result of a fault, clumsiness or negligence on the part of the User.
f. Faith Tribe will make every attempt without being obliged, to deliver a high level of assistance and support at all times. If the User thinks there has been a billing or accounting error, he/she should contact Faith Tribe by sending an email to the address: [email protected].
g. Each User shall bear its respective fiscal charges, banking transfer fees, costs, expenses, financial liabilities and any taxes of any type whatsoever (income taxes, withholding taxes, etc.) to any public authority, as well as, any charges associated with the use of the Site, and on all payments made through the Site.
4. Contractor Content
a. Whenever the Contractors create, post or store content, messages, materials, data, information, text, music, sound, designs, photos, videos, graphics or other items related to the Services on the Site (“Contractor Content”), then, such Contractors are solely responsible for such posts and creations, and therefore, agree that they are posting or storing such Contractor Content at their own risk.
b. The Contractors further agree not to post, upload, transmit, distribute, store, create or otherwise publish on the Site, any of the following:
i. Contractor Content that advertises any illegal Services or any items which is prohibited or restricted by applicable law of local jurisdiction;
ii. Contractor Content that is copyrighted or patented, protected by trade secret or trademark, or otherwise constitute a third party’s intellectual property or proprietary rights, including privacy and publicity rights, unless the Contractor is the owner of such rights or has permission or a license from their rightful owner to post the material on the Site;
iii. Contractor Content that infringes any of the intellectual property rights of any third party;
iv. Contractor Content that is harmful, abusive, unlawful, threatening, harassing, blasphemous, defamatory, obscene, pornographic, pedophilic, libelous, invasive of another's privacy or other rights, hateful, or racially, ethnically objectionable, disparaging, relating or encouraging money laundering or illegal gambling or harms or could harm minors in any way or otherwise unlawful in any manner whatsoever;
v. Contractor Content that harasses, degrades, intimidates or is hateful towards any individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
vi. Contractor Content that violates any equal employment laws, such those advertisement for employment, which includes a preference or requirement based on race, color, religion, sex, national origin, age, or disability of the applicant;
vii. Contractor Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
viii. Contractor Content that contains unsolicited promotions and political campaigns;
ix. Contractor Content that contains private information of any third-party, including, without limitation, addresses, phone numbers and email addresses;
x. Contractor Content that uses the Services for any illegal or unauthorized purpose or engage in, encourage, or promote any illegal activity, or any activity that violates these GTC;
xi. Contractor Content that contains viruses, corrupted data or other harmful, disruptive or destructive files; and
xii. Contractor Content that, in the sole judgment of Faith Tribe, is objectionable or which restricts or inhibits any other person from using or enjoying the Services, or which may expose Faith Tribe or the Users to any harm or liability of any type.
c. Faith Tribe may share Contractor’s Content on the Services and, in Faith Tribe’s sole discretion, may provide links to web pages as a service to those interested in this information. Faith Tribe does not control, endorse or adopt any Contractor Content and makes no representation or warranties of any kind regarding the Contractor Content, including without limitation regarding its accuracy or completeness.
d. The Contractor represents and warrants that (a) he/she owns and controls all of the rights to the Contractor Content that he/she posts in relation to the Services; (b) the Contractor Content is accurate and not misleading; and (c) the use and posting of the Contractor Content does not violate these GTC and will not violate any rights of or cause injury to any person or entity.
e. Any Contractor Content uploaded by the Contractor shall be subject to relevant laws and may be disabled by Faith Tribe in its sole discretion, and/or may be subject to investigation under appropriate laws. Furthermore, if the Contractor is found to be in non-compliance with any applicable laws and regulations or these GTC, Faith Tribe may terminate the Contractor Account and/or block his/her access to the Site, whereby Faith Tribe reserves the right to remove any non-compliant Contractor Content uploaded by the Contractor.
f. The User acknowledges and agrees that Faith Tribe is not responsible or liable in any manner (including without limitation for errors, omissions, and completeness) for any Contractor’s Content nor to update or review any Contractor’s Content.
g. The User acknowledges and agrees that Faith Tribe cannot ensure prompt removal of objectionable Contractor’s Content after it has been posted.
5. License to Contractor Content
a. Except as otherwise provided herein, Faith Tribe claims no ownership or control over any Contractor Content. However, by submitting or posting Contractor Content to the Site, the Contractor grants Faith Tribe and its Partners a nonexclusive, royalty-free, perpetual, irrevocable and fully sub-licensable right to access, use, cache, reproduce, copy, adapt, publish, display, transmit, distribute, translate, create derivative works, perform and modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices).
b. The Contractor agrees that this license includes the right for Faith Tribe to make the Contractor Content available to other companies, organizations or individuals for the distribution, promotion or publication of the Contractor Content on the media and the social media.
c. As part of the foregoing license, the Contractor agrees to grant the other Users the right to comment on and/or tag the Contractor Content and/or to publish, display, or include a copy of the Contractor Content on the Site.
d. The Contractor hereby expressly grants these license rights to Faith Tribe at the time the Contractor accepts these GTC.
6. User Conduct & Feedback
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The User agrees not to:
i. Contact anyone who has asked not to be contacted, or make unsolicited contact with anyone for any commercial purposes other than the purposes specified under the Site;
ii. Make any libelous or defamatory comments or postings to or against Faith Tribe;
iii. Collect personal data about other Users or Faith Tribe or entities for commercial or unlawful purposes;
iv. Use automated means, including spiders, robots, crawlers or data mining tools.
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The User agrees to:
i. Provide feedback, suggestions, or other input ("Feedback") regarding the Services, and grants Faith Tribe an irrevocable, non-exclusive, perpetual, royalty-free, worldwide license to use, reproduce, modify, adapt, distribute, and display the Feedback in connection with the development, improvement, and marketing of the Services on the Site.
7. Intellectual Property
a. Faith Tribe’s Site in their entirety and each of the elements that compose them (such as texts, databases, software, programs, ideas, creations, designs, animations, images, photographs, illustrations, diagrams, logos, sounds, music) (“Intellectual Property”) are protected by intellectual property rights and other proprietary rights held by Faith Tribe or its Partners.
b. The Intellectual Property is the sole property of Faith Tribe and its Partners or other representatives (as applicable) together with the goodwill associated therewith. Other than as expressly set forth herein, the User is not authorized to use the Intellectual Property or any variations thereof. Other than as expressly set forth herein, Faith Tribe does not grant to the User any express or implied ownership or other rights to any Intellectual Property and all such rights are retained by Faith Tribe and its Partners. The User is liable for any and all damages of every kind resulting from any infringement of Faith Tribe’s rights relating to the Intellectual Property.
c. Faith Tribe and its Partners are the sole owner of any derivatives, new versions, enhancements, updates, changes, etc. of the Intellectual Property, even if wholly or partially based whether upon the User’s ideas, comments, suggestion, questions, requests or other.
d. The Site may provide the User with an opportunity to post and exchange information, ideas and opinions. Such postings do not reflect the views of Faith Tribe, and in no event shall Faith Tribe assume or have any responsibility or liability for the postings or for any claims, damages or losses resulting from such postings on the platform.
e. Therefore, in application of the provisions of the Intellectual Property and international conventions, it is prohibited to represent, reproduce, modify, publish, adapt, exploit all or part of the Site or the elements that composes it on any support whatsoever and by any means whatsoever for purposes other than for the personal and private use of the User according to these GTC.
f. Violation of these provisions may result in immediate and irreparable harm to Faith Tribe for which damages may not be an adequate remedy. Without prejudice to any other rights and remedies it may have, Faith Tribe shall be entitled to seek equitable relief (including without limitation injunctive relief) in relation to any threatened or actual breach of any of the provisions above and to protect and enforce its Intellectual Property rights.[M2]
8. Infringement
a. Faith Tribe has adopted a policy of terminating, in appropriate circumstances and in Faith Tribe sole discretion Users who are deemed to be infringers to the Intellectual Property or the intellectual property rights of Faith Tribe, its Partners, other Users or third-parties. Faith Tribe may, in its sole discretion, limit or block access to the Site and use of Services, whether or not there is any repeat Intellectual Property or intellectual property rights infringement.
9. Non-Circumvent
a. The User hereby agrees that Faith Tribe may introduce through its platform the User to one or more opportunities, including, without limitation, existing or potential investors, natural persons, designers, brands, corporations, limited liability companies, partnerships, unincorporated businesses, sole proprietorships and similar entities (“Opportunity”). Accordingly, the User further acknowledges and agrees that the identity of the subject Opportunity, and all other information concerning an Opportunity (including without limitation, all mailing information, phone numbers, email addresses and other contact information) introduced via the Site, are the property of Faith Tribe and shall be treated as confidential information by the User. The User shall not use such information, except in the context of any arrangement concluded via the Site.
b. The User further undertakes not to, directly or indirectly through any other person or entity (i) contact any Opportunity introduced to him/her through Faith Tribe or the Site, (ii) enter into, or otherwise arrange, any business relationship with the Opportunity, or (iii) accept any compensation or advantage in relation to such Opportunity.[M3]
10. Assignment
a. Faith Tribe may freely assign its rights and obligations under these GTC to any third-party. The User acknowledges that he/she may not assign, transfer or sell his/her rights under these GTC without Faith Tribe express written consent, which may be withheld for any reason or no reason. Any purported assignment without Faith Tribe's consent shall be deemed null and void.
11. Dealings with Organizations, Individuals and Third Parties
a. The User acknowledges and agrees that Faith Tribe shall not be liable for Users’ interactions among them or with any organizations, individuals or third parties on the Website. The User agrees and acknowledges that Faith Tribe shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or interactions. In case of disputes between or among Users, each User understands and agrees that Faith Tribe is under no obligation to become involved in such disputes. In such event, the User hereby releases Faith Tribe, its officers, employees, agents and Partners, from any and all claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes.
12. Limitation of Liability of Faith Tribe and its Partners
a. Faith Tribe and its Partners assume no responsibility and shall not be liable for, any damages to, or viruses that may infect the User’s computer equipment, mobile device, or other property, through his/her access to, installing, using, or browsing in Faith Tribe Site or downloading of any materials.
b. Faith Tribe and its Partners assume no responsibility and shall not be liable for, any failure, delay or inability of the User to use any component of the Site nor for any violation by any User of the applicable laws and regulations across the territory where he/she lives.
c. Except where specifically required by law, in no event shall Faith Tribe and its Partners be liable for any direct, indirect, consequential, incidental, special or punitive damages, losses, indemnities, liabilities, fines, penalties or any lost profits, revenue, data, or data use of any kind, resulting whether from the sale and purchase of Services, the payment formulas and processes or from the working and business relationship that has arisen through the Site.
13. Discontinuance and Termination [M4]
a. The User acknowledges and agrees that Faith Tribe reserves the right at any time to modify or discontinue the use of the Site (or any part thereof) with or without notice, and that Faith Tribe shall not be liable to the User or to any third party for any such modification, suspension or discontinuance.
b. The User acknowledges and agrees that Faith Tribe, in its sole and absolute discretion, has the right to delete or deactivate User’s Account, block its e-mail or IP address, or otherwise terminate the access to or the use of the Sire (or any part thereof), immediately and without notice, and remove and discard any content within the Website, for any reason or no reason at all, including, without limitation, if Faith Tribe believes that the User has violated these GTC.
c. Further, the User agrees that Faith Tribe shall not be liable to any third party for any discontinuance or termination of the User’s access to the Website. The User agrees not to attempt to use the Site after any such termination.
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The User further agrees that he/she is solely responsible towards other Users or third parties (as the case may be), for his/her conduct while browsing, purchasing or selling the Services on the Site, and he/she agrees to comply with the GTC, in addition to all the applicable laws and regulations in force.
e. In the event of a breach by the User of the provisions of the GTC, Faith Tribe reserves the right to cancel the Account and/or terminate his/her access to the Site, unilaterally and without compensation, immediately without any notice to the User.
14. Disclaimer & Warranties
a. The User expressly acknowledges and agrees that the use of the Website is entirely at his/her own risk and that the Website is provided on an "as is" or "as available" basis, without any warranties of any kind. All express and implied warranties, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights are expressly disclaimed to the fullest extent permitted by law. Faith Tribe makes no warranties or representations about the accuracy or completeness of the Website's content or the content of any third party websites linked to the Website and assumes no liability or responsibility for any (i) errors, omissions, mistakes, incompleteness or inaccuracies of content, (ii) personal injury or property damage, of any nature whatsoever, resulting from the User’s access to and use of the Website, (iii) Hacking and unauthorized access to or use of Users’ and third parties’ servers and/or any and all personal information and/or financial information stored therein, (iv) interruption or cessation of transmission to or from the Website, (v) bugs, viruses, or the like which may be transmitted to or through the Website by any third party, (vi) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, communicated, transmitted, or otherwise made available via the Website. Faith Tribe will not be a party to or in any way be responsible for monitoring any transaction between the Users and/or third-parties.
15. Ability to accept GTC
a. The Site is intended only for adults who are eligible to contract as per applicable laws. If the User is using/accessing the Website as a representative of any person/entity, the User acknowledges that he/she is legally authorized to represent that person/entity. Minors, i.e. users of under 18 years of age, are not allowed to access the Website, except in the event of approval of their legal representatives or in the event that it concerns an act or a transaction that is usual and acceptable standard in civil life and practice. In all cases, the User affirms that he/she is over the age of 18, as the Website is not intended for children under 18.
16. Applicable Law and Jurisdiction
a. The User and Faith Tribe agree that disputes between them will be resolved by mandatory binding arbitration, and the User waive any right to participate in a class-action lawsuit or class-wide arbitration.
b. These GTC are subject to the USA common laws and any future applicable laws. Any dispute relating to the formation, interpretation or performance of the GTC shall, in the first place, and to the extent possible, be settled by amicable negotiations between Faith Tribe and the User. In the absence of an amicable resolution within a month following the notification of the dispute by any of the User or Faith Tribe, to the other, the said dispute will be settled by arbitration to be held in New York state, in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) as then in effect, before a single arbitrator who shall be selected according to the rules of the AAA. The arbitration shall take place in the city of New York - USA and shall be conducted in the English language.
c. The award rendered by the arbitrator shall be final and binding on Faith Tribe and the User and may be executed in any court of competent jurisdiction. The award shall also provide for the payment and/or reimbursement of fees and expenses (including attorney’s fees and expenses) by the non-prevailing party to the prevailing party.
17. User Submissions
a. The User understands that when using the Website, he/she may be exposed to content from a variety of sources, that are inaccurate, offensive, indecent, or objectionable, defamatory or libelous and that Faith Tribe is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such content and he/she agrees and assumes all liability for his/her use and hereby do waive, any legal or equitable rights or remedies he/she may have against Faith Tribe with respect thereto.
b. Any failure to act by Faith Tribe with respect to a breach by the User or others does not waive Faith Tribe’s right to act with respect to subsequent or similar breaches by the User or others. Notwithstanding the aforesaid, regarding any other provision of these GTC, Faith Tribe retains the right to seek legal and equitable remedies, including without limitation, specific performance of any term contained in these GTC, or a preliminary or permanent injunction against the breach or threatened breach of any such term.
18. Indemnity
a. The User agrees to defend, indemnify and hold harmless Faith Tribe, its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers, suppliers and employees, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys' fees) arising from: (i) the faulty and unpleasant use of and access to the Website and/or the Service; (ii) the violation of any term of these GTC; (iii) the violation of any User’s right, including without limitation any copyright, trademark, and other intellectual property rights, trade secret or other property, or privacy right by a third party or (iv) any dispute between or among Contractors, Customers or other Users.
b. This defense and indemnification obligation will survive termination, modification or expiration of these GTC, the Services, and the Website.
19. No Spam Policy
a. The User understands and agrees that sending unsolicited email advertisements or other unsolicited communications to Faith Tribe email addresses are expressly prohibited by these GTC. The User acknowledges and agrees that from time-to-time Faith Tribe may monitor email usage to flag certain words associated with spam or scams in emails that are sent between one User to another in the Faith Tribe mail system. Any communication between a User and another User utilizing the communication features available on the Website should be used only in accordance with the GTC. Any unauthorized use of Faith Tribe computer systems is a violation of these GTC. Such violations may subject the User to civil and criminal liabilities and penalties.
