TERMS & APPLICATION
- BORNCOM CREATORS LIMITED (UK company number 9100356) (VAT No: 211924241) with headquartered office located at SohoWorks, 56 Shoreditch High Street, London E1 6JJ (BORN) grants you a non-exclusive, limited and revocable licence to use and access the BORN website (www.born.com) (Site) subject to these terms and conditions (Terms).
- In these Terms, "we", "us" and "our" refer to BORN and references to "you" and "your" is to you, the user of the Site.
- The Site showcases curated designers and creators (Creators) and new or innovative products (Products) and provides certain related services (together, the Services) for curated creative brands (Brands).
- These Terms apply differently to Brands and other users respectively and specific terms and conditions may apply under a Brand Agreement between specific Brands and BORN (if any).
- Specific terms and conditions also apply to the BORN Awards, which may vary from year to year, and are incorporated by reference in these Terms.
- If you do not agree with these Terms, you must immediately stop using the Site.
- You agree that we may change, update or otherwise amend the Site and these Terms at our absolute discretion.
- We provide the Site to showcase Brands, Creators and Products.
- We do not accept any responsibility or legal liability whatsoever for any act or omission of the Brand arising from or in connection with any Products.
- We may assist with the resolution of any complaint or dispute relating to the Services. You acknowledge, however, that any legal recourse arising from or in connection with any Products, whether for breach of contract or otherwise, is against the Brand, and not against us, notwithstanding anything to the contrary in these Terms or on the Site.
- You must cooperate with us and comply with all reasonable requirements, including information and documents relating to use of the Site and provision of the Services.
- In order to access certain features on the Site, you must create an account as a Brand. You must provide a valid login name and a password (Account Information).
- We may ask that you provide Account Information and access the Site via a third party account (such as Facebook), in which case you consent to our access to the third party account and your access to the Site remains subject to compliance with the terms and conditions of the third party account and applicable privacy settings.
- We will collect from you (or your third party account) information such as name, address, email address, contact number, as well as at least one valid payment method.
- Your Account becomes active when you follow the email link to activate your Account. In the case of registration by third party account, your Account is automatically activated without receiving any email confirmation.
- You are solely responsible for the use of your Account, irrespective of who is utilising it, whether with or without your permission. You must keep your Account Information secure. You agree not to give out your email with your Account Information or give access to any third party, and to take all measures to prevent a third party from accessing your Account, even without your knowledge. You indemnify us for any loss or damage we suffer as a result of unauthorised access to your Account.
- You warrant and represent that all information provided to us is accurate, complete and not misleading and remains so. You must notify us of any change to such information.
- Each Brand is solely responsible for all content and information submitted to or communicated via the Site, including Product and Creator information, images, videos and other content (Brand Content). Brands warrant and represent that:
- all Brand Content is accurate, complete and not misleading; and
- the Brand has unrestricted authority to use the Brand Content on the Site in accordance with these Terms without infringement of third party rights (including any design, artwork, musical works, films, videos, images, photographs, texts and other intellectual property).
- You acknowledge that Brand Content will be made publicly available and that we are not responsible for editing or monitoring such information. We nevertheless reserve the right to delete any such information in our absolute discretion.
- You grant us an irrevocable, perpetual, non-exclusive royalty-free global and unrestricted license to use, represent, reproduce and exploit such Brand Content for all purposes related to the Site (including reproduction, representation and adaption on the Site and for marketing and promotional use, including for the BORN Awards and on third party websites such as Facebook, Instagram and YouTube).
- We may include sponsored content and advertisements on the Site (including near your Brand Content) without compensation.
- We reserve the right to delete or edit any Brand Content in our absolute discretion and may modify the format, layout, language, size and metadata of such content without changing the meaning of your expression, provided that you may exercise rights to remove Brand Content from the Site.
- Subject to the terms of any Brand Agreement:
- we have complete discretion whether or not to register Brands and feature Creators or Products;
- we make no guarantees that any particular Brands, Creators or Products will be featured or available on the Site notwithstanding any marketing or promotional material to the contrary;
- we rely on each of the Brands and Creators warranting and representing that:
- Brand Content shall not include advertising, marketing or trading that infringe intellectual property rights (copyright and associatedrights), industrial property rights (trademarks, patents and designs) and other applicable law (including image rights, the right to respect of privacy, and right of personality); and
- Products may be sold and supplied in compliance with all the distance selling obligations to consumers and applicable legislation, including any required or applicable marking or labelling (including safety, for example, Conformité Europénne (CE) health & safety product label).
- The Brand warrants that:
- the information provided in any Product or Project description on the Site is complete, accurate and not misleading; and
- it will have in place all insurances required under the relevant law at the appropriate level, including but not limited to public and product liability insurance.
CONDITIONS OF USE
- You accept and acknowledge the following conditions to access and use of the Site and any Services:
- you are over the age of 18 (or over the age of 13 and under the supervision of a parent or legal guardian);
- you represent that you have capacity to form a binding contract in your jurisdiction;
- you have the authority to bind any business on behalf of which you use our Site;
- you have authority to use the payment method used;
- you must communicate on the Site based on genuine experience of any Brands or Products;
- you must provide us with accurate personal and contact information and not share your personal information with other users;
- you will only represent yourself and will not create false aliases or impersonate any other person or entity (with or without their consent) in connection with the Site;
- you only use the Site for lawful purposes and in compliance with all applicable anti-bribery, money laundering and other law or regulations; and
- you are not breaking any local, state, national or international law in your relevant jurisdiction by accessing or using this Site or the Services;
- You agree that any communication on or relating to the Site must
- treat the Site and other users with respect;
- not partake in any conduct that could be considered bullying, harassment, degradation, insulting, racist or otherwise threatening;
- not contain any private, personal or other information that should not be made public;
- not infringe any third party's intellectual property rights including copyright or trademark rights;
- not contain obscene, lewd or suggestive content and/or pornography;
- not be defamatory, improper, indecent, offensive, libellous;
- not upload or insert any code into or onto our Site;
- not contain any computer hardware or software viruses, trojan horses, worms, spyware or any other computer programming that may interfere with or adversely affect the operation or security of our Site;
- not manipulate the Site, including by providing feedback multiple times; and
- not be used for commercial or public purposes outside the purposes of the Site, nor to advertise the services of others.
- We reserve the right to refuse to provide you with access to the Site, if it is brought to our notice or if it is discovered that you are not an eligible user or have breached these Terms.
- You must not share personal information with other users. By using the Site, you warrant and represent that you will not directly or indirectly circumvent the Site and that all paid Services will be engaged in accordance with these Terms.
- You indemnify us for any loss or damage we suffer as a result of your breach of these Terms.
- Each Brand is solely responsible for ensuring that the information relating to all Products listed on the Site is accurate and up to date.
- All images of Products are provided for illustrative purposes. Although we have made every effort to display the Products and their colours accurately, we do not guarantee that the image and the colours perfectly reflect the original Products.
- All Products are listed on the Site subject to these Terms, provided that supply of the Products shall remain the sole responsibility of the Brands in accordance with their standard terms and conditions of sale.
- Each user shall be fully responsible for any tax and other liability, deduction, contribution, assessment or claim arising from or made in connection with sale of the Products. You shall indemnify us against all reasonable costs and expenses and any tax, penalty, fine or interest incurred or payable in connection with or in consequence of any such liability, deduction, contribution, assessment or claim, other than where such liability, deduction, contribution, assessment or claim arises out of our negligence or wilful default.
- We make no guarantees, implied or express, as to the ongoing availability of the Site or Services.
- We accept no responsibility for any offer of Services found on the Site, or any interruption or malfunction for any reason whatsoever (including failures of our Internet provider or web hosting service provider, third party intrusions or force majeure) and you agree that we are not liable for any loss or damage that you or any other person incurs by not being able to access the Site.
- Other than Brand Content licensed to us by Brands, all content on the Site (including any source code, product recipes, usage data, ideas, enhancements, feature requests, suggestions or other information provided by you) is our exclusive copyright and intellectual property. Except as necessary to use the Site in accordance with these Terms, without our express written permission, you shall not reproduce, replicate, copy or otherwise exploit the Site (or any Brand Content) for your own commercial or other purposes, including:
- replicate or use the Brand Content, details and profiles of any of the Brands;
- replicate all or part of the Services or Site in anyway;
- use any "deep-link", "robot", "spider", "page-scrape" or other automatic device, programme, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site, Profiles or any content, nor in any way reproduce or circumvent the navigational structure or presentation of same, nor obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Site; and
- incorporate all or part of the Site in any other webpage, website, application or other digital or non-digital format.
- We have moral and registered rights in BORN and other trademarks and you shall not copy, alter, use or otherwise deal in the marks without our prior written consent.
THIRD PARTY SERVICES, WEBSITES & ADVERTISING
- We may utilise third party businesses, people and websites (Third Parties) in order to provide the Site and the Services (such as Stripe and Shopify). You accept and agree that compliance with the terms and conditions imposed by such Third Parties is a condition to access and use of the Site and Services.
- The Site may contain information and advertising from Third Parties. You consent to receiving this information as part of your use of the Site.
- We are not responsible for any information transmitted by Third Parties or liable for any reliance you make upon the services provided by, information or statements conveyed by Third Parties (or in relation to your dealings with Third Parties), nor are we responsible for the accuracy of any advertisements.
- We will not be held responsible for any breaches or delays in the use or fulfillment of any Services or the Site caused by force majeure, including any matter outside the reasonable control of the Brands or us, or as otherwise understood under applicable law.
- In situations of force majeure, all obligations under these Terms are suspended, provided that after 48 consecutive hours, you may cancel your Account by sending notice to us. If terminated for any of the above reasons, you will no longer be able to access your Account.
LIMITATION OF LIABILITY & INDEMNITY
- You agree that you use the Site at your own risk.
- You acknowledge that we are not responsible for the conduct or activities of any Brand or other user and that we are not liable for such under any circumstances.
- You acknowledge that in using the Site and in relation to the supply of Services you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
- You agree to indemnify us for any loss, damage, cost or expense that we may suffer or incur as a result of or in connection with your use of or conduct in connection with the Site, including any breach by you of these Terms.
- In no circumstances will we be liable for any direct, incidental, consequential or indirect damages, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from your access to, or use of, or inability to use the Site or any content, or in any way relating to the Services (or the provision or non-provision of Service), whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not we knew or should have known of the possibility of such damage, to business interruption of any type, whether in tort, contract or otherwise.
- Certain rights and remedies may be available under the Sale of Goods Act 1979, the Consumer Protection Act 1987, Consumer Contract Act 2013 and Consumer Rights Act 2015, or similar legislation in other jurisdictions (including Article L 211-8 of the Consumer Code (Luxembourg) or in accordance with Directive 1999/44/EC of the European Parliament and of the Council of 25 May 1999) and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, we and our related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, our liability for breach of any implied warranty or condition that cannot be excluded is restricted, at our option to the re-performance of Services or payment of the cost of re-supply of Services.
- We do not guarantee traffic or specific results from the Services.
- Except as necessary to process payments, we are not party to any supply of Products from Brands.
- BORN and users acknowledge that it has not relied on any representation, warranty or statement made by any other party, other than as set out in these Terms.
- Nothing in these Terms shall limit or exclude the liability of BORN and the users for death or personal injury resulting from its negligence, fraud or fraudulent misrepresentation.
- Users must maintain in confidence any written information that (Confidential Information):
- contains personal information or, where applicable, details of the business of the Brand;
- details the business of BORN;
- contains personal information of any user; and
- is identified by either party as confidential and/or proprietary, other than information that the relevant party can establish:
- was in the public domain at the time it was disclosed;
- was already in the possession of a party when given, without having been acquired (directly or indirectly) from the other party; or
- was received from another person who had the unrestricted legal right to disclose that information free from any confidentiality obligation.
- Users must not:
- use any of the Confidential Information except to the extent necessary to exercise its rights and perform its obligations under these Terms; or
- disclose any of the Confidential Information, provided that each party may disclose Confidential Information that is required to be disclosed:
- by law or by order of any court or tribunal of competent jurisdiction;
- by any Government Agency, stock exchange or other regulatory body; or
- to its personnel and advisors, where the party informs the recipient of the obligations in relation to the Confidential Information under these Terms.
- If a user is required to make a disclosure under this Clause, that user must:
- to the extent possible, notify the other party if it anticipates that it may be required to disclose any of the Confidential Information; and
- only disclose Confidential Information to the extent necessary to comply.
- The obligations under this Clause continue in full force and effect after the agreement formed by these Terms end.
- Your use of the Site may be suspended or cancelled at any time, for any reason, on a temporary or permanent basis. You must immediately cease using the Site should you receive a notice suspending or cancelling your licence to use the Site.
- We may end the agreement formed by the Terms immediately by giving you written notice. It is not essential to provide reasons for the termination. Where these Terms have been terminated you must immediately cease using the Site.
- Users may terminate their use of the Site and suspend or have an Account removed at any time, provided that there are no payment(s) outstanding to BORN.
- Brands may terminate their use of the Site pursuant to the conditions set out in the Brand Terms & Conditions.
- Your use of the Site may be cancelled at any time, for any reason, on a temporary or permanent basis. You must immediately cease using the Site should you receive a notice cancelling your licence to use the Site.
- You can contact our Support team by email ([email protected]) or via the Site.
- You can direct notices, enquiries, complaints and so forth to us using any other details published on the Site. We will notify you of a change of details from time-to-time by publishing new details on the Site.
- We will send you notices and other correspondence to the email address that you submit to the Site. It is your responsibility to notify us to update your contact details as they change.
- A consent, notice or communication under this agreement is effective if it is sent as an electronic communication (having the meaning given to that term in Electronic Communications Act 2000 and the Electronic Signatures Regulations 2002) unless required to be physically delivered under law.
- We may assign or otherwise create any interest in their rights under these Terms by giving you written notice.
- We may in our absolute discretion amend these Terms at any time, which shall become effective by giving you notice.
- Any provision of these Terms, which is invalid or unenforceable in any jurisdiction, is, as to that jurisdiction, ineffective to the extent of the invalidity or unenforceability without affecting the remaining provisions of these Terms or affecting the validity or enforceability of that provision in any other jurisdiction. The parties will negotiate in good faith to replace any such provision with a provision which is valid and enforceable and consistent with the intention of these Terms, so far as is reasonably practicable.
- These Terms form part of an ecommerce transaction and the parties agree that these Terms shall be accepted electronically and the agreement to these Terms is formed and validly entered into electronically.
- The termination of these Terms does not affect the parties' rights in respect of periods before the termination of these Terms.
- These Terms and any non-contractual obligation arising therefrom, are governed by the laws of England and Wales and you submit to the exclusive jurisdiction of the courts in London, England.