WITHFRIENDS TERMS OF USE AGREEMENT

ACCEPTANCE OF TERMS
Withfriends Shops, Inc. (“withfriends” or “We”) can update these Terms of Service (“TOS”) at any time without notice. The latest version of the TOS can be found using a link at the bottom of withfriends.co (also hereinafter referred to as “withfriends”), which includes but isn’t limited to withfriends.co and any and all associated mobile applications. Merchant client accounts (“Merchant”) agrees follow the rules laid out in the TOS. Merchant and all other users agree to follow our Privacy Agreement, which covers how we use data and our Merchant Agreement, which governs users rights with respect to the purchase of tickets. The rights of the Merchant to use withfriends can’t be passed onto other people or entities. Merchant is responsible for making sure their use is in line with the TOS and that their material remains confidential. We maintain the right to change any aspect of withfriends’ functionality.

CHANGED TERMS
We have and maintain the right to change or add new conditions of Merchant’s use of withfriends including but not limited to adjusting fees or charges for use. These changes will go into effect immediately with notice which will be deemed given when Merchant receives such notice by any means. Merchant’s continued use of withfriends will be deemed to constitute acceptance of such changes and additions.

DESCRIPTION OF SERVICES
We provide Merchants with access to Web Properties on withfriends including but not limited to download areas and communication forums. Any updates and additions to the Web Properties are subject to the TOU.
Things You Can’t Do

ORGANIZER CONDUCT
Merchants cannot engage in illegal activity on withfriends. Merchants cannot post material on withfriends that violates anyone’s rights or that is abusive or threatening. withfriends will not permit Merchant conduct that prevents or inhibits other users from enjoying their use of withfriends.

USE OF SERVICES
Communication Services are message or communication facilities designed to allow the Merchant to communicate with others. Merchant agrees to use Communication Services to post messages that are proper. Examples of proper messages are messages that are legal, non-harassing, do not contain 3rd party intellectual property (IP), and that do not contain malicious software. We have no obligation to monitor materials on Communication Services but reserve the right to review and remove any such materials. We reserve the right to terminate Merchant’s access to Communication Services. We reserve the right to disclose information to the extent necessary to comply with all laws, regulations, and governmental requests.
Account Creation

MEMBER ACCOUNT, PASSWORD, AND SECURITY
Merchant will choose a username and password and is responsible for maintaining the confidentiality of that password and account. Merchant is responsible for all activities that happens on Merchant’s account. Merchant agrees to notify withfriends of any unauthorized use of Merchant’s account or breach of security with respect to Merchant’s account. We will not be liable for any loss or damage caused to the Merchant by a breach to Merchant’s account whether or not the Merchant was aware of the breach. Merchant will be liable to withfriends for damage to withfriends caused by a breach to Merchant’s account. Merchants may not use other Merchant’s accounts without the express consent of the other Merchant.

How withfriends Work (For Businesses)

WHAT BEING A MERCHANT MEANS
Merchants launch a page that allows consumers to support them. Merchant appoints withfriends to be their authorized agent to collect payments on the Merchant’s behalf. withfriends’s fee is a percentage of pledges as listed on our pricing page. Merchant is responsible for taxes owed based on the payments they receive. Merchant has to follow withfriends’s rules on member benefits and rewards. Merchant appoints withfriends as their limited agent for the purpose of receiving their payments. withfriend’s receipt of funds from a Consumer on your behalf is the same as receipt by you directly. As a result, you will only have recourse against withfriends, not any consumers, for failure by withfriends to settle funds to you. Consumers under the age of 18 need parental consent to create an account on withfriends. Consumers under the age of 13 cannot create an account on withfriends.

How Memberships & Tickets Work (For Consumers)

WHAT BEING A CONSUMER MEANS
Third party users (“Consumers”) pledge money to Merchants of culture for member benefits. Consumers choose a package for benefits and get charged either monthly, annually, or once at the point of purchase. We are not responsible for the receipt or quality of the content or rewards. To become a Consumer one need only create an account, update payment methods, and pledge to any Merchant. Consumers that support Merchants on a monthly basis get charged the first month at the time of the pledge and each subsequent month on the first of each month. These monthly payments may be batched with other existing pledges. Consumers may cancel their monthly and annual pledges at anytime and receive benefits up until the end of the month in which they cancel. Consumers will not be charged at the beginning of the next month unless they reverse their cancellation. Consumers may lose access to Merchant benefits when they (1) cancel their membership, (2) Consumer method of payment fails, (3) Merchant blocks Consumer, or (4) Merchant deletes their account. withfriends only guarantees the timing, legality, and content of the following member benefits and rewards: (1) discounts to events, (2) pre-sale notifications, (3) free entry, and (4) member events. withfriends doesn’t screen for fraudulent organizer pages, the identity of Merchants, or any claims Merchants may make.

withfriends Intellectual Property

WITHFRIENDS IP
withfriends contains copyrighted material, trademarks, and other proprietary information. All of the contents of withfriends are copyrighted as a collective work under United States Copyright laws. Merchant may not exploit any of the content on withfriends in whole or in part without the express written permission of withfriends. Merchant may download copyrighted material for Merchant’s own personal use only. In the event of any permitted copying of copyrightable material, no changes in or deletion of author attribution, trademark legend, or copyright notice shall be made. Merchant agrees that they do not acquire any ownership rights by downloading copyrighted materials.

COPYRIGHT NOTICE
withfriends’s logos are registered trademarks of withfriends Network, Inc. All rights reserved. All other trademarks appearing on withfriends are the property of their respective owners.

Merchant Intellectual Property

ORGANIZER IP
Merchant should not post or make available on withfriends any material protected by copyright, trademark, or any other proprietary right without the express consent of the owner. It is the Merchant’s responsibility to make sure any material they post or make available are free from third party IP claims. The Merchant will be liable for any damage if their postings result in IP infringement of a third party. By submitting material to any public area of withfriends, Merchant warrants that the owner of such material grants a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. Merchant permits other users to utilize the organizer’s postings for personal use. Merchant hereby grants withfriends the right to edit, copy, publish and distribute any material made available on withfriends by Merchant.


Copyright Infringement

DCMA NOTICE AND TAKEDOWN
If someone on withfriends is using your copyright without permission, then please send an email to team@withfriends.co. This is complicated, so make sure to read the long version before you send us an email.

If you believe that any content on withfrineds.co infringes your copyrights, please send written notice to:
Copyright Agent
Withfriends Shops, Inc.
151 W 25th Street #11F
New York, NY 10001
team@withfriends.co

This notice should include the following information:
The electronic or physical signature of the copyright owner, or a person authorized to act on their behalf.
A description of the copyrighted work that you claim has been infringed.
A description of the exact location on withfriends of the content that you claim is infringing. This description must allow us to find and identify the content.
Your name, address, telephone number and email address.
A statement by you that: a) you believe in good faith that the use of the content that you claim to infringe your copyright is not authorized by law, the copyright owner, or the owner’s agent, b) all information contained in your copyright notice is accurate, and c) under penalty of perjury, you are either the copyright owner, or authorized to act on their behalf.

If your content has been removed because of a DMCA notice, but you believe the content was not infringing on another’s copyrights, then you may send a written counter-notice to have the content restored. Your counter-notice should include the following information:
Your electronic or physical signature.
A description of the content that was removed and the exact location of the content on withfriends before it was removed.
Your name, address, telephone number and email address.
A statement under penalty of perjury that you believe in good faith that the content was removed by mistake or misidentification.
A statement that you consent to the jurisdiction of the U.S. Federal District Court for the judicial district in which you are located, or if you are outside the U.S., the Southern District of New York, and that you will accept service of process from the party that originally sent us the DMCA notice.
In appropriate circumstances we may also terminate the accounts of repeat infringers.
MATERIALS PROVIDED TO OR POSTED ON WITHFRIENDS
withfriends does not claim ownership of the materials posted or made available to the public areas of withfriends. When an Merchant posts materials on withfriends they grant withfriends and their affiliates permission to use Merchant’s submissions in connection with the operation of their internet business including, without limitation, the license rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat Merchant’s submissions, to publish Merchant’s name in connection with Merchant’s submissions, and the right to sublicense such rights to any supplier of services provided by withfriends. Merchant understands that withfriends is under no obligation to compensate Merchant for their posts. Merchant also understands that withfriends may edit or remove Merchant’s posts at any time under its sole discretion. By posting content, Merchant warrants that they control the rights in the content they submit. When Merchants post submissions that contain images, Merchant warrants and represents that (a) Merchant is the copyright owner of the image or the copyright owner of the image has granted Merchant permission to use the image consistent with the Merchant’s use as permitted in these TOS, (b) Merchant has the rights necessary to license and sublicense images as described in these TOS, and (c) each person depicted in the images has given consent to use, distribute, reproduce, and display the images. Merchant when posting images grants to the members of their community and the general public permission to use the images as permitted by these TOS including, without limitation, a non-exclusive, world-wide, royalty-free license to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat Merchant’s Images without having Merchant’s name attached to such Images, and the right to sublicense such rights to any supplier of services provided by withfriends. The licenses granted above terminate when the organizer removes the images from withfriends provided the termination does not affect licenses granted prior to the Merchant’s removal of said images from withfriends.
Warranty Disclaimers

DISCLAIMER OF WARRANTY
withfriends is provided “as is” and without warranty of any kind. Any warranty of merchantability, fitness for a particular purpose, non-infringement, and any other warranty is excluded to the greatest extent permitted by law. The disclaimers of warranty under this clause also apply to our affiliates and third party service providers.

LIMITATION OF LIABILITY
To the extent permitted by law, we are not liable to you for any incidental, consequential or punitive damages arising out of these terms, or your use or attempted use of withfriends. To the extent permitted by law, our liability for damages is limited to the amount of money we have earned through your use of withfriends. We are specifically not liable for loss associated with failure to deliver rewards and from losses caused by conflicting contractual agreements. For this clause “we” and “our” is defined to include our affiliates, officers, directors, employees, agents and third party service providers.
Our Rights
TERMINATION
Either withfriends or Merchant may terminate this Agreement at any time. Without limiting the foregoing, withfriends shall have the right to immediately terminate Merchant's account in the event of any conduct by Merchant which withfriends, in its sole discretion, considers to be unacceptable, or in the event of any breach by Merchant of this Agreement.
Other

INDEMNIFICATION
Merchant agrees to defend, indemnify and hold harmless withfriends, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of the use of withfriends by Merchant or Merchant's account.

SEVERABILITY
This Agreement and any operating rules for withfriends established by withfriends constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. The terms "We" and "User" as used herein shall include and apply to the singular, the plural and to all genders.

GOVERNING LAW
This Agreement shall be construed in accordance with the laws of the State of New York, without regard to its conflict of laws rules. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import.

DISPUTE RESOLUTION PROVISION
Any claim or dispute arising out of or relating to this Agreement or the breach thereof shall be settled by arbitration in the State of New York in accordance with the rules and regulations then obtaining of the American Arbitration Association governing panels. The parties hereto agree to be bound by the award of such arbitration and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

LINKS TO THIRD PARTY SITES
withfriends may contain links to other websites. (For instance, project pages, user profiles, and comments may link to other sites.) When you access third-party websites, you do so at your own risk. We don’t control or endorse those sites. withfriends partners with other companies (such as Stripe) for payment processing. When you back or create a project, you’re also agreeing to the payment processor’s terms of service.