LETSBAB BRAND PARTNER – TERMS OF SERVICE
Please read these Brand Terms of Service fully and carefully before using www.letsbab.com (the “Website”, which shall include access to LetsBab’s community, the “Community”) and the services, features, Content (defined below) offered by LetsBab (together with the Website, the “Services”). These Brand Terms of Service set forth the legally binding terms and conditions for your use of the Website and the Services. English law applies.
1. THE LETSBAB SERVICE
LetsBab provides a number of internet-based services through its Community and the Website. We provide you with the LetsBab products, features, applications, services, technologies, and software allowing you to be easily onboarded, use the LetsBab’s Brand online sales reporting on the Brand’s partner portal and analytics dashboard allowing trackable tools and analytics and be represented on the LetsBab homepage.
2. ACCEPTANCE OF TERMS
By agreeing to be onboarded, and/or using the Services in any manner, you agree to these Brands Terms of Service and all other operating rules, policies and procedures that may be published from time to time on the Services by us, each of which is incorporated by reference and each of which may be updated from time to time without notice to You.
These Brand Terms of Service apply to all users of the Services, including, without limitation, employee, officer, consultant, agent or affiliate your Brand or users (together “your Representatives”) who are contributors of content, information, and other materials or services, registered or otherwise for and on behalf of you.
Certain of the Services may be subject to additional terms and conditions specified by us from time to time. Your use of such Services is subject to those additional terms and conditions, which are incorporated into these Brand Terms of Services by this reference.
To get the most benefit from the Services, you will be onboarded, where you will register for an account on the Services (an “Account”). You must provide accurate and complete information and keep your Account information updated. You shall not:
(i) select or use as a username a name of another person with the intent to impersonate that person;
(ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or
(iii) use, as a username, a name that is otherwise offensive, vulgar or obscene.
We may, in our sole discretion, refuse to offer the Services to you, or any person or entity and change eligibility criteria at any time. You are solely responsible for ensuring that these Brand Terms of Service are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Brand Terms of Service or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party.
4. YOUR INVOICING
With respect to any commission monies to be paid by you, you shall pay these in accordance to returns policy within your membership agreement, however you must notify and register the return of any such purchase by the next returns upload cycle.
5. CONTENT & INTELLECTUAL PROPERTY
“Content” shall include, without limitation, videos, audio clips, written posts and comments, information, data, text, photographs, software, scripts, graphics, trademarks, logos and interactive features generated, provided, or otherwise made accessible on or through the Services. For the purposes of this Agreement, “Content” also includes all Product Content and User Content (as defined below).
All Content relating to your Products that you submit through the Services (“Product Content”) and all other Content added, created, uploaded, submitted, distributed, or posted to the Services by users (collectively “User Content”), whether publicly posted or privately transmitted, is the sole responsibility of the person, Brand, or Retailer from which such Product Content or User Content originated. You acknowledge that all Content, including Product Content and User Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. You may delete or remove your Product Content, either yourself or through a request made to one of our employees or affiliates. When your Product Content is deleted, it will be removed from the Services. However, you understand that any removed Product Content may persist in backup copies (and on the Website) for a reasonable period of time (but will not following removal be shared with others).
By accepting these Brand Terms of Service, you agree to provide and license to LetsBab with certain Product Content, including but not limited to: sample purchase orders, terms and conditions for purchase orders, images from your collection of goods being offered for sale through the Services, confirmation in respect of Qualified Purchases and other information related to the style, branding, sizing, material composition and appearance of your Brand’s goods as may be required to provide the Services.
We do not guarantee that any Content will be made available on through the Services. Further, we have no obligation to monitor the Website or the Services. However, we reserve the right to:
(i) remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Brand Terms of Service), or for no reason at all; and
(ii) to remove or block any Content from the Services.
As between the parties, LetsBab solely and exclusively owns all right, title and interest in and to the Community and Website, its IP used on and in connection with the Community and materials, technology and services made available by LetsBab in connection with this Agreement including but not limited to all derivatives, improvements, feedback, and modifications with respect to any of the foregoing and all IP related to any of the foregoing. No rights or licenses are granted by LetsBab except as expressly set forth in this Agreement.
We aim to develop and use technologies that help us consistently serve our growing community.
- Your license: By submitting Content through the Services, you hereby grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sub-licensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise use the Content, your brand name, trademark and other intellectual property (“IP”) in connection with the Services and our (and our successors’ and assigns’) businesses and you grant users Product Content solely for purposes related to the purchase and sale of your goods through the Services (a “Business Use”). Your IP shall at all times remain your property. No rights or licenses are granted by you except as expressly set forth in this Agreement.
- Our license: Subject to these Brand Terms of Service, we grant you a worldwide, non-exclusive, non-sub-licensable and non-transferable license to use the Services. You shall not sell, license, rent, or otherwise use or exploit any Content in any way that violates any third party right. Using, reproducing, modifying, distributing or storing any Content for other than a Business Use is expressly prohibited without prior written permission from us.
- Your obligations: The Services may contain Content specifically provided by us, our partners or our users and such Content is protected by IP. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services. You or any user affiliated with You, are strictly prohibited from using any IP, including but not limited to any Content specifically provided by us, our partners or our users as well as any aspect, feature, design element, user interface or source code of the Services, outside of the Services or in any way not expressly authorized by the applicable rightsholder to such IP.
7. RULES OF CONDUCT
We value our brand partners and our users and want a safe community. We’ve put some rules of conduct into place, so we can all respect each other and further allow users to connect with brands, products, and services.
Your obligations: As a condition of use, you promise (on your own and on behalf of each of your Representatives) not to use the Services for any purpose that is prohibited by these Brand Terms of Services. You are responsible for all of your (and each of your Representatives’) activity in connection with the Services.
You are solely responsible for the activity that occurs on your Account, and for keeping your account password secure. None of you or anyone using your Account on your behalf may use another brand’s or person’s user account or registration information for the Services without permission. You must notify us immediately of any breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates.
You won’t (and won’t permit any third party, including your Representatives to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any Product Content or User Content, that:
- infringes any third-party rights (including any intellectual property rights or privacy), violates any law or contractual duty, discloses personal identification documents or sensitive financial information or is otherwise inappropriate as determined by us in our sole discretion;
- is false, misleading, untruthful or inaccurate;
- constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
- contains software viruses or any other computer codes, files, or programs that are designed (or intended to) disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party.
You won’t interfere (or attempt to) the proper working of the Services or any activities conducted on the Services or take any action in violation of our guidelines and policies, including, but not limited to:
- taking any action which may impose an unreasonable or disproportionately large load on our or our third-party providers’ infrastructure; or
- bypassing, circumventing (or attempting to) measures we may use to prevent, protect or restrict access to the Services (or other accounts, computer systems or Community’s connected to the Services);
- decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, except to the limited extent applicable laws specifically prohibit such restriction;
- using any software, devices, or other processes to “crawl” or “spider” any page of the Website, running any form of auto-responder or “spam” on the Services, harvesting or scraping any Content from the Services; or
- modifying, translating or otherwise create derivative works of any part of the Services or copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder.
8. WARRANTY DISCLAIMER
The Service we are providing is designed to facilitate the user and their recommendations. We hope that this will certainly result in increased engagement for you. However, as we have no special relationship with or fiduciary duty to you and are not in control of your product or Product Content, we’ve made the below clarifications.
Your representations and warranties: You represent and warrant that:
- the Brand has all necessary authority to enter into this Agreement and perform its obligations hereunder;
- all of your content, materials, marks, and products made available by you for our Services comply with all applicable laws, rules and regulations, and labelling and disclosure requirements, and do not violate or infringe upon any third-party intellectual property or other rights or interest of any nature whatsoever;
- all of your products made available on the Community and your own website are free from all liens, claims and encumbrances;
- you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.
Your release: you acknowledge that we have no control over, and no duty to take any action regarding:
- which users gain access to the Services;
- what Content you access via or provide to the Services;
- what effects the Content may have on you;
- how you may interpret or use the Content; or
- what actions you may take as a result of having been exposed to the Content.
You release us from all liability for you having acquired or not acquired Content through the Services. We make no representations concerning any Content contained in or accessed through the Services, and it will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services.
- Your product fulfilment obligations: You will be responsible for fulfilling orders, returns, warranty claims, recalls, and other complaints relating to its products placed through the Services and won’t create any representation, warranty, or obligation on behalf of LetsBab, or imply that it has the right to do so. You also agree that LetsBab won’t be responsible for such orders, returns, warranty claims, recalls or any other complaints and release us from all liability with respect any lost profits or other damages related to these orders.
- LetsBab Disclaimer: the Community, Website, and the services provided by LetsBab under these Brand Terms of Service are provided “as is” and “as available” and LetsBab disclaims (for itself and its other suppliers) all warranties, whether express or implied, oral or written, with respect to the subject matter of these Brand Terms of Service, including, without limitation, all implied warranties of title, non-infringement, quiet enjoyment, integration, merchantability or fitness for any particular purpose and all warranties arising from any course of dealing, course of performance or usage of trade. LetsBab does not warrant any results of use or that any sales will occur or that the operation of the community will be uninterrupted or error-free. The Services and Content are provided “as is”, “as available” and without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed. We, and our directors, employees, agents, suppliers, partners and content providers do not warrant that:
(i) the services will be secure or available at any particular time or location;
(ii) any defects or errors will be corrected;
(iii) any content or software available at or through the services is free of viruses or other harmful components; or
(iv) the results of using the services will meet your requirements. Your use of the services is solely at your own risk. Some jurisdictions do not allow limitations on implied warranties, so the foregoing limitations may not apply to you.
We take all matters in respect of your and our users’ privacy very seriously.
- Your access to the Community: this is password protected and LetsBab uses its commercially reasonable physical, managerial and technical safeguards to preserve the integrity and security of the Community and the personal information of its users.
10. COMPLIANCE WITH LAWS
In order to foster a positive, inclusive, and safe environment, it’s also important that we’re working together and ensure that we are complying with applicable laws.
Your obligations: you also agree to abide by all applicable local, state, national and international laws and regulations and any of our policies that are designed to comply with the law, including but not limited to:
- all applicable export laws, rules, and regulations, including without limitation those of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), or other United States or foreign agency or authority, and not export, or allow the export or re-export of any Products in violation of any such restrictions, laws or regulations; and
- data protection laws, including GDPR.
Our obligations: we will abide by all applicable local, state, national and international laws and regulations.
By accessing the Service after any such change, you accept these terms as modified. You hereby grant LetsBab the right to take steps LetsBab believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Brand Terms of Service. You agree that LetsBab has the right, without liability to you, to disclose any data and/or information to law enforcement authorities, government officials, and/or a third party, as LetsBab believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to LetsBab’s right to cooperate with any legal process relating to your use of the Services and/or Content, and/or a third-party claim that your use of the Services and/or Content is unlawful and/or infringes such third party’s rights), detect, prevent, or otherwise address fraud, security or technical issues or protect the rights, property or safety of us, our users and the public.
- Indemnity: You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives (“Representatives” and together “Indemnified Persons”), from all liabilities, claims, and expenses, including reasonably incurred professional fees arising out of or alleged to have arisen out of or in connection with your use or misuse of, or access to, the Services, Content, or otherwise from Product Content or your User Content, violation of these Brand Terms of Service, any infringement by you, any unfulfilled or lost orders caused by you, or any third party using your account or identity in the Services, of any intellectual property or other right of any person or entity, any accidents, occurrences, injuries, damages or losses to or of any person or property, due to or resulting from your products or your negligence, the design, preparation, manufacture, construction, assembly, completion, packaging, shipping or delivery or non-delivery, use, sale or distribution, and/or recall of your products, your breach of any representation, warranty or obligation herein or in your membership agreement or violation of any law, rule or regulation, Your infringement, misappropriation or violation of any third party right by you or your products or the materials you provide in connection with these Brand Terms or Service or your membership agreement, or use of such brand name(s), trademark(s) or other IP. This indemnity will not be limited in any manner whatsoever by insurance coverage maintained by the Brand. This indemnification shall survive the termination of this Agreement.
- Our defence: You agree to cooperate with us to assert any available defence which you have indemnified us for and agree that we may, should we wish, assume the exclusive defence.
- Limitation of Liability: In no event shall we or our Representatives, partners, suppliers or content providers, be liable under contract, tort, strict liability, negligence or any other legal or equitable theory with respect to the services:
(i) for any lost profits, data loss, cost of procurement of substitute goods or services, or special, indirect, incidental, punitive, compensatory or consequential damages of any kind whatsoever, substitute goods or services (however arising),
(ii) for any bugs, viruses, trojan horses, or the like (regardless of the source of origination), or
(iii) for any direct damages in excess of (in the aggregate) of one hundred US dollars ($100.00). Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so, to the extent applicable, the above limitations and exclusions may not apply to you.
12. TERMINATION OF ACCESS
- Our right: We may terminate your access to all or any part of the Services at any time, with or without cause, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership.
- Your right: If you wish to terminate your Account, please liaise with you LetsBab relationship contact or email email@example.com. Any fees paid hereunder are non-refundable. All provisions of these Brand Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
- Force Majeure: We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
- Assignment: These Brand Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.
- Agency: No agency, partnership, joint venture, or employment relationship is created as a result of these Brand Terms of Service and neither party has any authority of any kind to bind the other in any respect. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
- Third Party Rights: These Brand Terms of Service does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce these Brand Terms of Service.
- Governing Law: These Brand Terms of Service and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.
- Headings: The section and paragraph headings in these Brand Terms of Service are for convenience only and shall not affect their interpretation.
- Modification: The Brand Terms of Service are subject to change by us at any time, effective upon posting through the service. Your right to use the services is expressly conditioned on acceptance of these terms.