Sisterhood Club. Terms and Conditions

Effective Date: September 2022

These Terms of Service ("Terms") constitute a legally binding agreement ("Agreement") between you and Sisterhood Club Pty Ltd ACN 658 373 329 trading as Sisterhood Club governing your access to and use of the Sisterhood Club website with URL address http://www.sisterhoodclub.io, and any other websites and sub-domains through which Sisterhood Club makes the NFTs, services and functions available, our mobile, tablet and other smart device applications ("Application"), and application program interfaces and all associated NFTs (collectively referred to as the “Platform”). Our Non-Discrimination Policy, Non-Coercion Policy, Content Policy and other Policies applicable to your use of the Platform are incorporated by reference into this Agreement.

The term ‘Sisterhood Club' or ‘us’ or ‘our’ or ‘we’ refers to Sisterhood Club Pty Ltd ACN 658 373 329, the owner of the Platform. The term ‘you’ or ‘your’ refers to any person using or accessing the Platform (whether Member, User or Artist as context requires).

By continuing to use the Platform, you agree with the terms of our Privacy Policy, any and all payment processing NFTs through or in connection with your use of the Platform ("Payment NFTs") which are provided to you by one or more Sisterhood Club Payments entities (individually and collectively, as appropriate, "Sisterhood Club Payments") as set out in the Payments Terms and Service Fees ("Payments Terms"). Our collection and use of personal information in connection with your access to and use of the Platform is governed by our Privacy Policy.

If you do not agree with any of these terms and conditions, you must not use the Platform.

Platform Conditions

Online Presence for Members

The Platform is an online presence providing and enabling various tools, services, features and functions provided on or in connection with our services that enables:

Registered users (“Users”) to interact with other Users and participate in the Sisterhood School in viewing materials and courses on social media for business, conscious parenting, personal finances, meditations, fitness classes and Collective Content; and
Registered artists ("Artists") to view, explore, and create NFTs and use our tools, at your own discretion, to connect directly with others to purchase, sell, or transfer NFTs on public blockchains.
“NFT” means a non-fungible token or similar digital item implemented on a blockchain (such as the Ethereum blockchain), which uses smart contracts to link to or otherwise be associated with certain content or data.
Users and Artists are “Members”.

Relationship between Members and Sisterhood Club

As the provider of the Platform, Sisterhood Club does not own, create, mint, sell, resell, provide, control, manage, offer, deliver, curate, promote, endorse, or supply any NFT’s, nor is Sisterhood Club a retailer or supplier of NFT’s. Artists alone are responsible for their NFT’s. Sisterhood Club is not and does not become a party to or other participant in any contractual relationship between Members or between and Artists and third parties, nor is Sisterhood Club an insurer or broker or trader or promoter.

Sisterhood Club is not a wallet provider, exchange, broker, financial institution, or creditor. Sisterhood Club provides a peer-to-peer web3 service that helps Artists discover and directly interact with each other and NFTs available on public blockchains. We do not have custody or control over the NFTs or blockchains you are interacting with and we do not execute or effectuate purchases, transfers, or sales of NFTs. To use our Service, you must use a third-party wallet which allows you to engage in transactions on blockchains.

Sisterhood Club is not party to any agreement between any Artists and any third party. You bear full responsibility for verifying the identity, legitimacy, and authenticity of NFTs that you purchase from third-party sellers using the Service and we make no claims about the identity, legitimacy, functionality, or authenticity of Artists or NFTs (and any content associated with such NFTs) visible on the Service.

Sisterhood Club is not acting as an agent in any capacity for any Member, except as specified in the Payments Terms.

Resolution of Disputes

While we may help facilitate the resolution of disputes, Sisterhood Club has no control over and does not guarantee:

the existence, authenticity, quality, fitness for purpose, suitability, or legality of any NFT;

the identity of Artists or Users or whether the Member is trustworthy, safe or suitable;

the truth or accuracy of any Ratings, Reviews, or other Member Content (as defined below); or

the performance or conduct of any Member or third party.

No Endorsement or Verification

Sisterhood Club does not endorse any Member or NFT. Any references to a Member being "verified" (or similar language) only indicates that the Member has completed a relevant verification or identification process and nothing else. Any such description is not an endorsement, certification or guarantee by Sisterhood Club about any Member, including of the Member's identity or background or whether the Member is trustworthy, safe or suitable.

You should always exercise due diligence and care when deciding whether to purchase a NFT, or communicate and interact with other Members or Artists, whether online or in person.

Verified Images (as defined below) are intended only to indicate a photographic representation of a Listing or NFT at the time the photograph was taken, and are therefore not an endorsement by Sisterhood Club of any Member or NFT.

Relationship

If you choose to use the Platform as a Member, your relationship with Sisterhood Club is limited to being an independent, third-party contractor, and not an employee, agent, joint venturer or partner of Sisterhood Club for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of Sisterhood Club.

Use of Member Content

To promote the Platform and to increase the exposure of NFTs to potential Members, Member Content may be displayed on other websites, in applications, within emails, and in online and offline advertisements.

To assist Members who speak different languages, NFTs and other Member Content may be translated, in whole or in part, into other languages. Sisterhood Club cannot guarantee the accuracy or quality of such translations and Members are responsible for reviewing and verifying the accuracy of such translations.

The Platform may contain translations powered by Google or other language translation providers. Google and other language translation providers (as appropriate) disclaim all warranties related to the translations, express or implied, including any warranties of accuracy, reliability, and any implied warranties for merchantability, fitness for a particular purpose and non-infringement.

Links to Third Party NFTs

The Platform may contain links to third-party websites or resources (“Third-Party NFTs”). Such Third-Party NFTs may be subject to different terms and conditions and privacy practices. Sisterhood Club is not responsible or liable for the availability or accuracy of such Third-Party NFTs, or the content, NFTs, or NFTs available from such Third-Party NFTs. Links to such Third-Party NFTs are not an endorsement by Sisterhood Club of such Third-Party NFTs.

As a peer-to-peer web3 service, Sisterhood Club helps you explore NFTs created by third parties and interact with different blockchains. Sisterhood Club does not make any representations or warranties about this third-party content visible through our Service, including any content associated with NFTs displayed on the Service, and you bear responsibility for verifying the legitimacy, authenticity, and legality of NFTs that you purchase from third-party sellers. We also cannot guarantee that any NFTs visible on Sisterhood Club will always remain visible and/or available to be bought, sold, or transferred.

NFTs may be subject to terms directly between buyers and sellers with respect to the use of the NFT content and benefits associated with a given NFT (“Purchase Terms”). For example, when you click to get more details about any of the NFTs visible on Sisterhood Club, you may notice a third party link to the creator’s website. Such website may include Purchase Terms governing the use of the NFT that you will be required to comply with. Sisterhood Club is not a party to any such Purchase Terms, which are solely between the buyer and the seller. The buyer and seller are entirely responsible for communicating, promulgating, agreeing to, and enforcing Purchase Terms. You are solely responsible for reviewing such Purchase Terms.

Availability of Platform

Due to the nature of the Internet, Sisterhood Club cannot guarantee the continuous and uninterrupted availability and accessibility of the Platform. Sisterhood Club may restrict the availability of the Platform or certain areas or features thereof, if this is necessary in view of capacity limits, the security or integrity of our servers, or to carry out maintenance measures that ensure the proper or improved functioning of the Platform. Sisterhood Club may improve, enhance and modify the Platform and introduce new Platform features from time to time at its sole discretion.

Sisterhood Club may restrict all or part of the Platform in certain designated geographical regions and enforce geo-block and other geographically-based restrictions on certain NFTs, Members and Listings at any time.

Use of the Platform

Legal Capacity

You must be at least 18 years old and able to enter into legally binding contracts to access and use the Platform and register an Account. By accessing or using the Platform, you represent and warrant that you are 18 or older and have the legal capacity and authority to enter into this Agreement.

Use of Platform by Sisterhood Club

Sisterhood Club may make access to and use of the Platform, or certain areas or features of the Platform, subject to certain conditions or requirements, such as completing a verification process, meeting specific quality or eligibility criteria, meeting Ratings or Reviews thresholds, or other factors.

No Responsibility for Member Identity

User verification on the Internet is difficult and we do not assume any responsibility for the confirmation of any Member’s identity. Notwithstanding the above, for transparency and fraud prevention purposes, and as permitted by applicable laws, we may, but have no obligation to:

ask Members to provide a form of identification or other information or undertake additional checks designed to help verify the identities or backgrounds of Members and Artists;

screen Members against third party databases or other sources and request reports from service providers; and

where we have insufficient information to identify a Member, obtain reports from public records of criminal convictions (if available).

Additional Terms and Conditions

Access to or use of certain areas and features of the Platform may be subject to separate policies, standards or guidelines, or may require that you accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions applicable to a specific area or feature of the Platform, the later terms and conditions will take precedence with respect to your access to or use of that area or feature, unless specified otherwise.

Modification of these Terms

Modification to Terms

Sisterhood Club reserves the right to modify these Terms at any time in accordance with this clause. If we make changes to these Terms, we will post the revised Terms on the Platform and update the “Last Updated” date at the top of these Terms. We will also provide you with notice of the modifications by email at least thirty (30) days before the date they become effective.

Your Right of Termination

If you disagree with the revised Terms, you may terminate this Agreement with immediate effect. We will inform you about your right to terminate the Agreement in the notification email. If you do not terminate your Agreement before the date the revised Terms become effective, your continued access to or use of the Platform will constitute acceptance of the revised Terms.

Account Registration

Member Registration of Account

You must register an account ("Account") to access and use certain features of the Platform, such as viewing Content or minting, creating or trading an NFT. If you are registering an Account for a company or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided in these Terms.

Linking to Social Media Account

You can register an Account using an email address and creating a password, or through your account with certain third-party social networking NFTs, such as Facebook or Google ("SNS Account"). You have the ability to disable the connection between your Account and your SNS Account at any time, by accessing the "Settings" section of the Platform.

Member's Obligation to Provide Accurate Information

You must provide accurate, current and complete information during the registration process and keep your Account and public Account profile page information up-to-date at all times.

Multiple Member Accounts

You may not register more than one Account unless Sisterhood Club authorises you to do so. You may not assign or otherwise transfer your Account to another party.

Member Responsible for Confidentiality

You are responsible for maintaining the confidentiality and security of your Account credentials and may not disclose your credentials to any third party. You must immediately notify Sisterhood Club if you know or have any reason to suspect that your credentials have been lost, stolen, misappropriated, or otherwise compromised or in case of any actual or suspected unauthorised use of your Account. You are liable for any and all activities conducted through your Account, unless such activities are not authorised by you and you are not otherwise negligent (such as failing to report the unauthorised use or loss of your credentials).

Authorisation of Other Members

Sisterhood Club may enable features that allow you to authorise other Members or certain third parties to take certain actions that affect your Account. For example, we may allow individuals associated with a company to purchase for other Members, or we may allow Artists to add other individuals to help manage their Listings. These features do not require that you share your credentials with any other person. No third party is authorised by Sisterhood Club to ask for your credentials, and you shall not request the credentials of another Member.

Content

Member Content Control

Sisterhood Club may, at its sole discretion, enable Users to:

create, upload, post, send, receive and store content, such as text, documents, photographs, audio, video, or other materials and information on or through the Platform ("Member Content"); and

access and view Member Content and any content that Sisterhood Club itself makes available on or through the Platform, including proprietary Sisterhood Club content and any content licensed or authorised for use by or through Sisterhood Club from a third party ("Sisterhood Club Content" and together with Member Content, "Collective Content").

Intellectual Property Rights and Ownership

The Platform, Sisterhood Club Content, and Member Content may in its entirety or in part be protected by copyright, trademark, and/or other laws of Australia and other countries. You acknowledge and agree that the Platform and Sisterhood Club Content, including all associated intellectual property rights, are the exclusive property of Sisterhood Club and/or its licensors or authorising third-parties.

You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform, Sisterhood Club Content or Member Content.

All trademarks, service marks, logos, trade names, and any other source identifiers of Sisterhood Club used on or in connection with the Platform and Sisterhood Club Content are trademarks or registered trademarks of Sisterhood Club in Australia and other countries.

Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Platform, Sisterhood Club Content, and/or Collective Content are used for identification purposes only and may be the property of their respective owners.

You are solely responsible for your use of the Service and for any information you provide, including compliance with applicable laws, rules, and regulations, as well as these Terms, including the Member Content outlined above.

By using the Service in conjunction with creating, submitting, posting, promoting, or displaying Member Content, or by complying with Sisterhood Club’s metadata standards in your metadata API responses, you grant us a worldwide, non-exclusive, sublicensable, royalty-free license to use, copy, modify, and display any Member Content, including but not limited to text, materials, images, files, communications, comments, feedback, suggestions, ideas, concepts, questions, data, or otherwise, that you submit or post on or through the Service for our current and future business purposes, including to provide, promote, and improve the Service. This includes any digital file, art, or other material linked to or associated with any NFTs that are displayed on the Service.

You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any content that you create, submit, post, promote, or display on or through the Service. You represent and warrant that such content does not contain material subject to copyright, trademark, publicity rights, or other intellectual property rights, unless you have necessary permission or are otherwise legally entitled to post the material and to grant Sisterhood Club the license described above, and that the content does not violate any laws.

Sisterhood Club will take down works in response to Digital Millennium Copyright Act (“DMCA”) takedown notices and/or other intellectual property infringement claims and will terminate a user's access to the Service if the user is determined to be a repeat infringer.

Members Use of Platform and Collective Content

You will not use, copy, adapt, modify, prepare derivative works of, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Platform or Collective Content, except to the extent you are the legal owner of certain Member Content or as expressly permitted in these Terms.

No licences or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Sisterhood Club or its licensors, except for the licenses and rights expressly granted in these Terms.

Grant of Licence by Sisterhood Club

Subject to your compliance with these Terms, Sisterhood Club grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable licence to:

download and use the Application on your personal device(s); and

access and view any Collective Content made available on or through the Platform and accessible to you, solely for your personal and non-commercial use.

Grant of Licence by Member

By creating, uploading, posting, sending, receiving, storing, or otherwise making available any Member Content on or through the Platform, you grant to Sisterhood Club a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable and transferable licence to such Member Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Member Content to provide and/or promote the Platform, in any media or platform. This clause survives termination of your Agreement with Sisterhood Club.

By creating, uploading, posting, sending, receiving, storing, or otherwise making available any Member Content on or through the Platform, each Brand grants to each respective Authorised Influencer a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable and transferable licence to such Member Content to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such Member Content to provide and/or promote the Platform, in any media or platform in accordance with this Agreement. This clause survives termination of your Agreement with Sisterhood Club.

Unless you provide specific consent, Sisterhood Club does not claim any ownership rights in any Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use or exploit your Member Content.

Members Responsible for Content

You are solely responsible for all Member Content that you make available on or through the Platform. Accordingly, you represent and warrant that:

you either are the sole and exclusive owner of all Member Content that you make available on or through the Platform or you have all rights, licences, consents and releases that are necessary to grant to Sisterhood Club the rights in and to such Member Content, as contemplated under these Terms; and

neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Sisterhood Club's use of the Member Content will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

Member Content Suitability

You will not post, upload, publish, submit or transmit any Member Content that:

is fraudulent, false, misleading (directly or by omission or failure to update information) or deceptive;

is defamatory, obscene, pornographic, vulgar or offensive;

promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group;

is violent or threatening or promotes violence or actions that are threatening to any other person;

promotes illegal or harmful activities or substances; or

violates our Content Policy, Anti-Discrimination Policy, Non-Coercion Policy or any other Policy.

Sisterhood Club may, without prior notice, remove or disable access to any Member Content that we find to be in violation of these Terms or our then-current Policies, or otherwise, may be harmful or objectionable to us, our Members, third parties, or property.

Infringement of Copyright

Sisterhood Club respects copyright law and expects its Members to do the same.

Sisterhood Club will respond to claims of alleged copyright infringement committed using the Platform that are reported to us in accordance with this Policy.

If you believe that any content on the Platform infringes copyrights you own,

(a) please notify us as follows:

admin@sisterhoodclub.io

and,

(b) provide all required information in the Notice as described below.

Your notification to us should:

Identify the specific protected work that you claim has been infringed, or - if multiple works are covered by this Notice - you may provide a representative list of the works that you claim have been infringed.

Identify the material that you claim is infringing (or to be the subject of infringing activity) and that you believe should be removed or access to which should to be disabled, and information reasonably sufficient to permit us to locate the material, including at a minimum, if applicable, the URL of the link where such material may be found.

Provide your mailing address, telephone number, and, if available, email address.

Include both of the following statements in the body of the Notice:

"I hereby state that I have a good faith belief that the disputed use of the identified material is not authorized by the IP owner, its agent, or the law (e.g., as a fair use).”

"I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the IP rights that are allegedly infringed."

Provide your full legal name and your electronic or physical signature.

We will take whatever action, in our sole discretion, we deem appropriate, including removal of the challenged material from the Platform. It is our policy, in appropriate circumstances and at our discretion, to disable and/or terminate the account or access of Members who repeatedly infringe or are repeatedly charged with infringing the copyrights or other intellectual property rights of others.

Hypertext Links

We reserve the right to refuse hypertext links to, or addresses of, other web sites from Members' pages, and to remove links or web addresses without notice at our sole discretion. Further, we reserve the right to charge for hypertext links at any time.

Service Fees

Fees

Sisterhood Club may charge fees to Artists ("Artist Fees"), and/or Users ("User Fees”) (collectively, "Service Fees") in consideration for the use of the Platform. More information about when Service Fees apply and how they are calculated can be found on our Service Fees page.

Change of Service Fees

Any applicable Service Fees (including any applicable Taxes) will be displayed to a Member, prior to publishing or making or participating in a Listing. Sisterhood Club reserves the right to change the Service Fees at any time, and we will provide Members adequate notice of any fee changes before they become effective.

Payment Terms

You are responsible for paying any Service Fees that you owe to Sisterhood Club or Sisterhood Club Payments. The applicable Service Fees are due and payable and collected by Sisterhood Club Payments pursuant to the Payments Terms. Except as otherwise provided on the Platform, Service Fees are non-refundable.

Terms specific for Artists

Creating or Minting NFT’s

When creating or minting an NFT using Third-Party NFTs in connection with the Platform you must:

provide complete and accurate information about your NFT (such as listing description, price, and provenance); and

provide any other pertinent information requested by Sisterhood Club.
You are responsible for keeping your NFT information up-to-date at all times.
You will need a blockchain address and a third-party wallet to access the Service. Your account on the service (“Account”) will be associated with your blockchain address; however, if you want to add some flair to your Sisterhood Club persona, you can add additional information, such as a profile picture, to your Account.
Your Account on the Platform will be associated with your linked blockchain address and display the NFTs for that blockchain address (and, if applicable, any content associated with such NFTs). By using your wallet in connection with the Service, you agree that you are using that wallet under the terms and conditions of the applicable provider of the wallet. Wallets are not operated by, maintained by, or affiliated with Sisterhood Club, and Sisterhood Club does not have custody or control over the contents of your wallet and has no ability to retrieve or transfer its contents. Sisterhood Club accepts no responsibility for, or liability to you, in connection with your use of a wallet and makes no representations or warranties regarding how the Service will operate with any specific wallet. You are solely responsible for keeping your wallet secure and you should never share your wallet credentials or seed phrase with anyone. If you discover an issue related to your wallet, please contact your wallet provider. Likewise, you are solely responsible for your Account and any associated wallet and we are not liable for any acts or omissions by you in connection with your Account or as a result of your Account or wallet being compromised. You agree to immediately notify us if you discover or otherwise suspect any security issues related to the Service or your Account (you can contact us here).

Ratings and Reviews

Public Reviews

Within a certain timeframe after completing a purchase, Users and Artists can leave a public review (“Review”) and submit a star rating (“Rating”) about Users or Artists. Any Ratings or Reviews reflect the opinion of individual Members and do not reflect the opinion of Sisterhood Club. Ratings and Reviews are not verified by Sisterhood Club for accuracy and may be incorrect or misleading.

Fair, True and Accurate Ratings

Ratings and Reviews by Members must be fair, truthful and factual and may not contain any offensive or defamatory language. Ratings and Reviews must comply with the Privacy Policy, Content Policy, Non-Discrimination Policy and Non-Coercion Policy.

No Manipulation of Ratings

Members are prohibited from manipulating the Ratings and Reviews system in any manner, such as instructing a third party to write a positive or negative Review about a Member.

Disputes between Members

Member Satisfaction

Sisterhood Club is committed to customer satisfaction, so if you have a problem or dispute, we will try to resolve your concerns.

No Mediation of Disputes between Members

The Platform acts only as a platform for Users to interact with each other and to participate in the Sisterhood School in viewing materials and courses on social media for business, conscious parenting, personal finances, meditations and fitness classes; and Artists to access Third-Party NFTs. Sisterhood Club is not, and does not become, a party to any contractual relationship between any Members in respect of any NFT, Service or payment, and does not mediate between Members in the event of any dispute arising between them. You acknowledge and agree that the Members will be responsible for performing the obligations of any such agreements, that Sisterhood Club is not a party to such agreements, and that, with the exception of Payments’ obligations under the Payments Terms, Sisterhood Club (inclusive of all subsidiaries and Sisterhood Club Payments) disclaims all liability arising from or related to any such agreements.

Rounding off, Currency conversion

Rounding

Sisterhood Club may, in its sole discretion, round up or round down amounts that are payable from or to Users or Artists to the nearest whole functional base unit in which the currency is denominated (i.e. to the nearest dollar, euro or other supported currency); for example, Sisterhood Club will round up an amount of $101.50 to $102.00, and round down an amount of $101.49 to $101.00. For currencies that are denominated in large numbers, Sisterhood Club may determine the functional base unit in which those currencies are denominated to be 10, 100 or 1,000 of the currency; for example, Sisterhood Club may round up an amount of 1,045 up to 1,050 and 1,044 down to 1,040, or 837,500 up to 838,000 and 837,499 down to 837,000.

Currency Conversion

The Platform facilitates bookings between Users and Artists who may prefer to pay in a currency different from their destination currency, which may require currency conversions to accommodate these differing currency preferences. Although the Platform allows Members to view the price of Listings in a number of currencies, the currencies available for Members to make and receive payments may be limited, and may not include the default currency in any given geographic location. Details regarding currency conversion, including any associated fees, are detailed in the Payments Terms.

Taxes

Tax Obligations

As a user you are solely responsible for determining your obligations to report, collect, remit or include in your Listing Fees any applicable GST or other indirect sales taxes ("Taxes").

Collection of Taxes

Tax regulations may require us to collect appropriate Tax information from Artists, or to withhold Taxes from payouts to Artists, or both. If a Kitchen fails to provide us with documentation that we determine to be sufficient to alleviate our obligation (if any) to withhold Taxes from payouts to you, we reserve the right to halt all payouts, withhold such amounts as required by law, or to do both, until resolution.

Tax Authority

You understand that any appropriate governmental agency, department and/or authority ("Tax Authority") where your NFT is located may require Taxes to be collected from Users or Artists on Listing Fees, and to be remitted to the respective Tax Authority. The laws in jurisdictions may vary, but these Taxes may be required to be collected and remitted as a percentage of the Listing Fees set by Artists.

Authorise Collection of Tax

In certain jurisdictions, Sisterhood Club may decide in its sole discretion to facilitate collection and remittance of Taxes from or on behalf of Users or Artists, in accordance these Terms ("Collection and Remittance") if such jurisdiction asserts Sisterhood Club or Artists have a Tax collection and remittance obligation. In any jurisdiction in which we decide to facilitate direct Collection and Remittance, you hereby instruct and authorise Sisterhood Club (via Sisterhood Club Payments) to collect Taxes from Users on the Seller's behalf at the time Listing Fees are collected, and to remit such Taxes to the Tax Authority.

The amount of Taxes, if any, collected and remitted by Sisterhood Club will be visible to and separately stated to both Users and Artists on their respective transaction documents. Where Sisterhood Club is facilitating Collection and Remittance, Artists are not permitted to collect any Taxes being collected by Sisterhood Club relating to their NFTs in that jurisdiction.

Remittance of Tax

You agree that any claim or cause of action relating to Sisterhood Club's facilitation of Collection and Remittance of Taxes shall not extend to any supplier or vendor that may be used by Sisterhood Club in connection with facilitation of Collection and Remittance, if any. Users and Artists agree that we may seek additional amounts from you in the event that the Taxes collected and/or remitted are insufficient to fully discharge your obligations to the Tax Authority, and agree that your sole remedy for Taxes collected is a refund of Taxes collected by Sisterhood Club from the applicable Tax Authority in accordance with applicable procedures set by that Tax Authority.

Cease Collection of Tax

Sisterhood Club reserves the right, with prior notice to Artists, to cease the Collection and Remittance in any jurisdiction for any reason at which point Artists and Users are once again solely responsible and liable for the collection and/or remittance of any and all Taxes that may apply to NFTs in that jurisdiction.

Prohibited Activities

Member Responsibilities and Obligations

You are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Platform. In connection with your use of the Platform, you will not and will not assist or enable others to:

breach or circumvent any applicable laws or regulations, agreements with third-parties, third-party rights, or our Terms and Policies;
use the Platform or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies Sisterhood Club endorsement, partnership or otherwise misleads others as to your affiliation with Sisterhood Club;
copy, store or otherwise access or use any information, including personally identifiable information about any other Member, contained on the Platform in any way that is inconsistent with the Privacy Policy or these Terms or that otherwise violates the privacy rights of Members or third parties;
use the Platform in connection with the distribution of unsolicited commercial messages ("spam");
offer, as an Artist, any NFT that you do not yourself own or have permission to make available through the Platform;
use the Service to create, sell, or buy NFTs or other items that give owners rights to participate in an ICO or any securities offering, or that are redeemable for securities, commodities, or other financial instruments;
access the Service from a different blockchain address if we’ve blocked any of your other blockchain addresses from accessing the Service, unless you have our written permission first;
use or attempt to use another user’s Account without authorization from such user;
use the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Service;
use the Platform to request, make or accept a purchase independent of the Platform, to circumvent any Service Fees or for any other reason;
request, accept or make any payment for Listing Fees outside of the Platform or Sisterhood Club Payments. If you do so, you acknowledge and agree that you:
would be in breach of these Terms;

accept all risks and responsibility for such payment; and

release and hold Sisterhood Club harmless from any liability for such payment;
discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or otherwise engage in any abusive or disruptive behaviour;
use, display, mirror or frame the Platform or Collective Content, or any individual element within the Platform, Sisterhood Club's name, any Sisterhood Club trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Platform, without Sisterhood Club's express written consent;
dilute, tarnish or otherwise harm Sisterhood Club brand in any way, including through unauthorised use of Collective Content, registering and/or using Sisterhood Club or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Sisterhood Club domains, trademarks, taglines, promotional campaigns or Collective Content;
use any robots, spider, crawler, scraper or other automated means or processes to access, collect data or other content from or otherwise interact with the Platform for any purpose;
avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by Sisterhood Club or any of Sisterhood Club's providers or any other third party to protect the Platform;
attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Platform;
take any action that damages or adversely affects, or could damage or adversely affect the performance or proper functioning of the Platform; or
violate or infringe anyone else’s rights or otherwise cause harm or loss to anyone.

No Obligation to Monitor Members Use of Platform

You acknowledge and agree that Sisterhood Club has no obligation to monitor the access to or use of the Platform by any Member or to review, disable access to, or edit any Member Content, but has the right to do so to, and to:

operate, secure and improve the Platform (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes);

ensure Members’ compliance with these Terms;

comply with applicable law or the order or requirement of a court, law enforcement or other administrative agency or governmental body;
respond to Member Content that it determines is harmful or objectionable; or
as otherwise set forth in these Terms and Policies.
Members agree to cooperate with and assist Sisterhood Club in good faith, and to provide Sisterhood Club with such information and take such actions as may be reasonably requested by Sisterhood Club with respect to any investigation undertaken by Sisterhood Club or a representative of Sisterhood Club regarding the use, misuse or abuse of the Platform.

Inappropriate Behaviour

If you feel that any Member you interact with, whether online or in person, is acting or has acted inappropriately, including but not limited to anyone who:

engages in offensive, violent or sexually inappropriate behaviour;
you suspect of stealing from you; or
engages in any other disturbing conduct,
you should immediately report such person to the appropriate authorities and then to Sisterhood Club by contacting us with your police station and report number (if available); provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.

Term and Termination, Suspension and other Measures

Term of Agreement

This Agreement shall be effective for a 30-day term, at the end of which it will automatically and continuously renew for subsequent 30-day terms until such time when you or Sisterhood Club terminate the Agreement in accordance with this provision.

Termination by Sisterhood Club

Without limiting our rights specified below, Sisterhood Club may terminate this Agreement for convenience at any time by giving you thirty (30) days notice via email to your registered email address.

Sisterhood Club may immediately, without notice terminate this Agreement if:

you have materially breached your obligations under these Terms, the Payments Terms, or our Policies;
you have violated applicable laws, regulations or third-party rights; or
Sisterhood Club believes in good faith that such action is reasonably necessary to protect the personal safety or property of Sisterhood Club, its Members, or third parties (for example in the case of fraudulent behaviour of a Member).

Additional Actions

If you:

fail to comply with applicable law, or the order or request of a court, law enforcement or other administrative agency or governmental body; or
have breached these Terms, the Payments Terms, or our Policies, applicable laws, regulations, or third party rights; or
have provided inaccurate, fraudulent, outdated or incomplete information during the Account registration, Listing process or thereafter; or
and/or your Listings or NFTs at any time fail to meet any applicable quality or eligibility criteria; or
have repeatedly received poor Ratings or Reviews or Sisterhood Club otherwise becomes aware of or has received complaints about your performance or conduct; or
have repeatedly failed to respond to purchase requests without a valid reason; or
and Sisterhood Club believes in good faith that such action is reasonably necessary to protect the personal safety or property of Sisterhood Club, its Members, or third parties, or to prevent fraud or other illegal activity:
Sisterhood Club may take any of the following measures:
refuse to display, delete or delay any Listings, NFTs, Ratings, Reviews, or other Member Content;
cancel any pending or confirmed purchases;
limit your access to or use of the Platform;
temporarily or permanently revoke any special status associated with your Account;
temporarily or in case of severe or repeated offenses permanently suspend your Account; or
any other action or remedy available at law.
In case of non-material breaches and where appropriate, you will be given notice of any intended measure by Sisterhood Club and an opportunity to resolve the issue to Sisterhood Club's reasonable satisfaction.

Effects of Termination

If we take any of the measures described above:

we may refund Users in full for any and all confirmed Purchases that have been cancelled, irrespective of pre-existing cancellation policies; and
you will not be entitled to any compensation for pending or confirmed Purchases that were cancelled.
When this Agreement has been terminated, you are not entitled to a restoration of your Account or any of your Member Content. If your access to or use of the Platform has been limited or your Account has been suspended or this Agreement has been terminated by us, you may not register a new Account or access and use the Platform through an Account of another Member.
If you or we terminate this Agreement, the clauses of these Terms that reasonably should survive termination of the Agreement will remain in effect.

Disclaimers

Assumption of Risk

If you choose to use the Platform or Collective Content, you do so voluntarily and at your sole risk. The Platform and Collective Content is provided “as is”, without warranty of any kind, either express or implied.

Adequate Opportunity to Investigate

You agree that you have had whatever opportunity you deem necessary to investigate the NFTs, laws, rules, or regulations that may be applicable to your Listings, Fund Raising Appeals and/or NFTs and Services you are receiving and that you are not relying upon any statement of law or fact made by Sisterhood Club relating to a Listing.

Disclaimer

If we choose to conduct identity verification or background checks on any Member, to the extent permitted by applicable law, we disclaim warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Member or guarantee that a Member will not engage in misconduct in the future.

Release

You agree to release and hold harmless Sisterhood Club and Sisterhood Club Payments from all liabilities and claims that arise in any way from any injury, death, loss or harm that occurs to you arising from the Listing or purchase of an NFT or Service or in any way related to a NFT.

The foregoing disclaimers apply to the maximum extent permitted by law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by law.

Liability

Risk

You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Platform and Collective Content, your publishing of any Listing, or creation or purchase of a NFT or Service via the Platform, or any other interaction you have with other Members whether in person or online remains with you.

You accept and acknowledge:

The value of an NFTs is subjective. Prices of NFTs are subject to volatility and fluctuations in the price of cryptocurrency can also materially and adversely affect NFT prices. You acknowledge that you fully understand this subjectivity and volatility and that you may lose money.
A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility of NFTs.
The regulatory regime governing blockchain technologies, non-fungible tokens, cryptocurrency, and other crypto-based items is uncertain, and new regulations or policies may materially adversely affect the development of the Service and the utility of NFTs.
You are solely responsible for determining what, if any, taxes apply to your transactions. Sisterhood Club is not responsible for determining the taxes that apply to your NFTs.
There are risks associated with purchasing items associated with content created by third parties through peer-to-peer transactions, including but not limited to, the risk of purchasing counterfeit items, mislabeled items, items that are vulnerable to metadata decay, items on smart contracts with bugs, and items that may become untransferable. You represent and warrant that you have done sufficient research before making any decisions to sell, obtain, transfer, or otherwise interact with any NFTs or accounts/collections.
We do not control the public blockchains that you are interacting with and we do not control certain smart contracts and protocols that may be integral to your ability to complete transactions on these public blockchains. Additionally, blockchain transactions are irreversible and Sisterhood Club has no ability to reverse any transactions on the blockchain.
There are risks associated with using Internet and blockchain based products, including, but not limited to, the risk associated with hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to your third-party wallet or Account. You accept and acknowledge that Sisterhood Club will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Service or any Blockchain network, however caused.
The Service relies on third-party platforms and/or vendors. If we are unable to maintain a good relationship with such platform providers and/or vendors; if the terms and conditions or pricing of such platform providers and/or vendors change; if we violate or cannot comply with the terms and conditions of such platforms and/or vendors; or if any of such platforms and/or vendors loses market share or falls out of favor or is unavailable for a prolonged period of time, access to and use of the Service will suffer.
Sisterhood Club reserves the right to hide collections, contracts, and items affected by any of these issues or by other issues. Items you purchase may become inaccessible on Sisterhood Club. Under no circumstances shall the inability to view items on Sisterhood Club or an inability to use the Service in conjunction with the purchase, sale, or transfer of items available on any blockchains serve as grounds for a claim against Sisterhood Club.
Sisterhood Club does not provide general or personal financial product advice under any circumstances and the Collective Content which may be made available for Members should not be considered general or personal financial product advice. Members should make their own enquiries and seek professional financial advice when making financial and investment decisions where their personal circumstances may be considered.

No Liability by Sisterhood Club

Neither Sisterhood Club or Sisterhood Club Payments nor any other party involved in creating, producing, or delivering the Platform or Collective Content will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute NFTs or NFTs, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with:

these Terms and Policies;

from the use of or inability to use the Platform or Collective Content;

from any communications, interactions or meetings with other Members or other persons with whom you communicate, interact or meet with as a result of your use of the Platform;

from your publishing a Listing or purchasing a NFT or Service, including the provision or use of a Listing’s NFTs,

whether based on warranty, contract, tort (including negligence), NFT liability or any other legal theory, and whether or not Sisterhood Club or the Sisterhood Club Payments has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose.

Limitation Of Liability

Except for our obligations to pay amounts to applicable Artists pursuant to these Terms, in no event will Sisterhood Club’s or Sisterhood Club Payment's aggregate liability arising out of or in connection with these Terms and your use of the Platform including, but not limited to, from your publishing any Listings or Fund Raising Appeals, or purchasing any NFT or Service via the Platform, or from the use of or inability to use the Platform or Collective Content and in connection with any NFT, Fund Raising Appeal or Service, or interactions with any other Members, exceed the amounts you have paid or owe for purchases or donations via the Platform as a Buyer in the twelve (12) month period prior to the event giving rise to the liability, or if you are a Seller, the amounts paid by Sisterhood Club to you in the twelve (12) month period prior to the event giving rise to the liability, or one hundred Australian dollars (AUD$100), if no such payments have been made for a Member, as applicable.

The limitations of damages set forth above are fundamental elements of the basis of the bargain between Sisterhood Club and you.

Third Party Liability

To the maximum extent permitted by law, Sisterhood Club and Sisterhood Club Payments has no liability to you or anyone else for any loss or damage of any kind (however caused, including by negligence) arising from or relating in any way to the use of this website or any of the content, even if Sisterhood Club or Sisterhood Club Payments has been advised of the possibility of such loss or damage, or such loss or damage was reasonably foreseeable.

This includes, but is not limited to, the transmission of any computer viruses or anything else (such as worms or Trojan horses) that may interfere with or damage the operations of your computer systems.

Sisterhood Club and Sisterhood Club Payments will not be liable to you for any indirect, incidental, special or consequential loss arising from or relating in any way to your use of the Platform, including loss of business profits.

Release and Indemnity

You agree to release, indemnify, and hold Sisterhood Club and Sisterhood Club Payments and their affiliates, subsidiaries, and Related Body Corporates (as defined in the Corporations Act 2001) and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with:

your breach of these Terms or our Policies or Standards;

your improper use of the Platform or any NFTs;
your interaction with any Member;
creation or purchase of any NFT, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such interaction, stay, participation or use;
the Collection and Remittance of Taxes; or
your breach of any laws, regulations or third party rights.

Dispute Resolution

Condition Precedent

Subject to clause 18.2, as a condition precedent to the commencement of any litigation, if a dispute arises between parties to this Agreement, the parties agree to refer the dispute to mediation administered by the Australian Commercial Disputes Centre (ACDC).

Mediation

The mediation must be conducted in accordance with the ACDC Guidelines for Commercial Mediation (Guidelines) in force at the date of this Agreement. The Guidelines set out the procedures to be adopted, the process of selection of the mediator and the costs involved, including the parties’ respective responsibilities for the payment of the mediator’s costs and other costs of the mediation. Annexed at Schedule 1 of the Guidelines is the ACDC Mediation Appointment Agreement which is expressly incorporated in the Guidelines. The Guidelines, including the ACDC Mediation Appointment Agreement, are incorporated in this Agreement.

Injunction

At any time, nothing in this clause shall prevent a Party from seeking urgent equitable relief before an appropriate court.

Feedback

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Platform (“Feedback“). You may submit Feedback by emailing us, through the “Contact” section of the Platform, or by other means of communication. Any Feedback you submit to us will be considered non-confidential and non-proprietary to you. By submitting Feedback to us, you grant us a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable, perpetual license to use and publish those ideas and materials for any purpose, without compensation to you.

Applicable Law and Jurisdiction

This Agreement is made and governed by the law of Queensland, Australia.

Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland, Australia and waives any objection to the venue of any legal process on the basis that the process has been brought in any inconvenient forum.

General Provisions

Entire Understanding

Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms constitute the entire agreement between Sisterhood Club and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Sisterhood Club and you in relation to the access to and use of the Platform.

Relationship

No joint venture, partnership, employment, or agency relationship exists between you and Sisterhood Club as a result of this Agreement or your use of the Platform.

No Third Party Remedies

These Terms do not and are not intended to confer any rights or remedies upon any person other than the parties to this Agreement.

Severability

If any provision of these Terms is held to be invalid or unenforceable, the remainder of this Agreement subsists and remains enforceable.

Exercise of Remedies

Sisterhood Club’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise permitted under law.

Assignment

You may not assign, transfer or delegate this Agreement and your rights and obligations hereunder without Sisterhood Club's prior written consent. Sisterhood Club may without restriction assign, transfer or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, with 30 days prior notice. Your right to terminate this Agreement at any time remains unaffected.

Notice

Unless specified otherwise, any notices or other communications to Members permitted or required under this Agreement, will be in writing and given by Sisterhood Club via email, Platform notification, or messaging service (including SMS).

Questions

If you have any questions about these Terms please email us at terms@sisterhoodclub.io

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