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Crowdfunding Terms of Use

We are PROJECT428, INC., a Delaware corporation (Project428), and the owner and operator of the fashion crowdfunding platform as well as the website upon which the Platform is found at [www.prjct428.com] (collectively, the Platform).

These CROWDFUNDING TERMS OF USE (CToU) are entered into by and between Project428 and Platform users (collectively, Users). The CToU governs all Users use of the Platform and services offered through the same.

  1. Acceptance of CToU, Terms, and Policy. By accessing or using the Platform, Users expressly agree to be subject to these CToU, Project428’s WEBSITE TERMS OF USE (the Terms), and Project428’s Website PRIVACY POLICY (Policy). Any term not identified in this CToU shall have the definition provided in the Terms and/or Policy. If any User does not agree to be subject to the CToU, the Terms, and the Policy, such User must not use the Platform or any service offered through the same.
    Please read the Terms carefully before you start to use the Website or Platform. By accessing the Website, Platform, or utilizing any Service, you accept and agree to be bound by these Terms, the CROWDFUNDING TERMS OF USE (CToU), and the PROJECT428 PRIVACY POLICY (Policy), incorporated herein by reference. If you do not agree to be bound by these Terms, CToU, or the Policy, you must not access or use the Website, Platform, or any Service.
  2. Venue Status.
    1. Campaigns and Contributions. The Platform is an online venue specifically intended to permit: (a) a designer or their designated agent to upload one or more clothing or apparel designs (collectively, Designs) to the Platform for display to other Users; (b) a designer or their designated agent (a Campaign Owner) to establish a crowdfunding campaign on the Platform (collectively, Campaigns) for their Design with the intention of raising funds to create a professionally-produced product of clothing bearing such Design (collectively, Produced Products; as further detailed below) upon reaching certain crowdfunding goals as detailed in Section 4.1.1 of the CToU; and (c) permit Users the ability to contribute funds (collectively, Contributors) to existing Campaigns (collectively, Contributions). Project428 does not promise or guarantee that a Campaign will reach its crowdfunding goals, or that any Produced Product will be provided on the Platform. Campaign Owners, Contributors, and all other Users use the Platform at their own risk.
    2. Neutral Party Status. Project428 is under no obligation to become involved in any Platform-related dispute between any Campaign Owner, Contributor, other User, or any third party thereto. In addition, Project428 is under no obligation to become involved in any dispute regarding the determination of any rightful owner of a Campaign or Design, and will not be obligated to take any action related to the same. In the event of any dispute between a Campaign Owner and Contributor, Project428 may provide such Contributor the Campaign Owner’s e-mail address in accordance with the Policy so that such parties may resolve their dispute outside of the Platform.
  3. Age Qualifications. Users must be 18 years of age or older to use or access the Platform without consent of any legal guardian. Users between the ages of 13-17 may only use the Platform with the express consent and supervision of a parent or legal guardian who is at least 18 years old, provided such parent or legal guardian also expressly agrees to be bound by the CToU, Terms, and the Policy. Persons under 13 years of age must not use the Platform. Project428 reserves the right to refuse use of the Platform to any party, and to reject, cancel, interrupt, remove, or suspend any Campaign or Contribution in its sole discretion.
  4. Campaign Goals; Fees and Costs.
    1. Campaign Crowdfunding Qualifications.
      1. Production Qualifications. As mentioned, Project428 provides the Platform in part to permit Campaign Owners to raise funds to further their clothing design operations, and to have Project428 consider producing professionally-produced line of clothing bearing Design(s) (collectively, the Produced Products). Should a Campaign raise the financial amount designated in the Campaign Owner’s Platform account upon establishing such Campaign (Campaign Goal) within the time period designated in the Campaign Owner’s Platform account upon establishing such Campaign (Campaign Period): (a) the Campaign Owner of such Campaign will be provided all Contributions raised from such Campaign minus applicable Service Fees and Third-Party Fees (as both defined below); and (b) Project428 will produce and sell clothing bearing the Design(s) via its Website store. Project428 reserves the right in its sole discretion to determine how the Produced Products will be produced, promoted, and sold via the Website store.
      2. Produced Product Revenue. A Campaign Owner shall be entitled to revenue totaling [95] percent ([100]%) of net sale revenue derived from sales of Produced Products bearing their Design via the Website Store and any other retail outlet as authorized by Project428 (collectively, Product Revenue). Project428 will remit payment of Product Revenue to Campaign Owner within a period no more than ninety (90) days of receipt of such funds, accompanied with a calculation of Product Revenue derived from Produced Product sales.
      3. Unsuccessful Campaigns. Should a Campaign not reach its Campaign Goal during its Campaign Period, such Campaign will be removed from the Platform.
      4. Terminated Campaigns. Should any Campaign be found to be in violation of the CToU, the Terms, or the Policy, Project428 may terminate such Campaign and withhold all Contributions made to such Campaign.
      5. Project428’s Contributions. As a part of its own business activities, Project428 may contribute Contribution(s) to any Campaign it wishes to assist.
      6. Disbursement Restrictions. Only a Campaign Owner shall be permitted to collect Contributions made to their Campaign. Project428 does not recognize any third party and/or agency affiliated with any Campaign as a Campaign Owner and will not disburse any Campaign Contributions to any third party without the Campaign Owner’s express written authorization.
    2. Service Fees. Project428 charges Campaign Owners a Platform service fee (collectively, the Service Fees) based on: (a) the Contributions they raise for their Campaign via the Platform; and (b) revenue generated from the Produced Product(s) promoted or sold on any platform or medium including without limitation the Website store. Project428 shall charge a Campaign Owner a Service Fee totaling: (a) [5] percent ([100]%) of Contributions made to their Campaign regardless of meeting their Campaign Goal; and (b) [25] percent ([100]%) of net sale revenue derived from Produced Product sales via the Website Store and any other retail outlet as authorized by Project428.
    3. Third-Party Service Fees. Project428 shall also levy a service fee on Contributions to compensate third parties who assist Project428 with providing the Platform’s services and functionality (collectively, Third-Party Fees). Third-Party Fees include without limitation a fee for payment processing applications used on the Platform.
    4. Rights Holder Rights and Revenue Obligations. Campaign Owners shall be fully responsible for ensuring that any rights holder to any Design used in their Campaign including any interested third party to any Design including without limitation any applicable industry group, cultural organization, or contractual party who may possess title or any rights, in whole or part, to such Design (collectively, Rights Holders), expressly agree to revenue provisions as identified in this CToU, and that any payments otherwise owed to any such Rights Holder(s) for use and commercialization of Design on the Platform are paid in full. Should any Campaign Owner be unable to obtain such Rights Holder assurances or make such payments, such Campaign Owner should not use the Platform.
    5. Tax Compliance; Contribution Tax Status. Taxing authorities may classify funds raised on the Platform via Contributions as taxable income to any Campaign Owner, Rights Holder, and any beneficiary thereto. Campaign Owners will cooperate with Project428 on any tax compliance related matters and will provide Project428 any information and documentation on any Campaign Owner or Rights Holder reasonably necessary to assist Project428 or its agents with such task.
    6. Chargebacks. If any financial institution files a chargeback for any Contribution, Project428, or a service provider on its behalf, may hold such Contribution, in whole or part, upon notice of such chargeback, until the financial institution in question concludes its review of the disputed Contribution transaction. Once such financial institution concludes its review of the disputed Contribution transaction and notifies Project428 through the payment processor of its decision concerning the status of such chargeback, Project428, or a service provider on its behalf, will comply with the decision and will either refund the disputed charge from the Contribution to such financial institution or disburse such Contribution to the Campaign Owner pursuant to CToU. If the disputed funds from a Contribution have already been disbursed to the Campaign Owner, Project428 will hold funds from any subsequent Campaign Contribution disbursement or Produced Product revenue payment to cover the cost of the chargeback in question.
    7. Recovering Funds. By using the Platform, each Campaign Owner acknowledge and agree that Project428 , or a service provider on its behalf, reserves the right to attempt to recover or hold Contributions from their Campaign for reasons including but not limited to: (a) refunds; (b) lost chargebacks; (c) damages, fines, or other fees due and owing arising out of a Campaign Owner’s violation of the CToU, Terms, or Policy; or (d) other situations resulting in any negative Campaign Contribution balance. Project428 may obtain reimbursement of any amounts owed by a Campaign Owner to Project428 by withholding funds from their Campaign or seeking reimbursement from the Campaign Owner by any other lawful means, including without limitation third-party collection agencies. Each Campaign Owner authorizes Project428 or any of its agents to use any or all of the foregoing methods to seek reimbursement of funds owed to Project428 or any affected third parties.
    8. Withholding of Funds. Project428, or a service provider on its behalf, may withhold a percentage of Contributions for period of time as determined by Project428 in its sole discretion: (a) if a Campaign has a high number of requested Contribution refunds or chargebacks as determined by Project428 in its sole discretion; and (b) if Project428 is made aware of a Campaign Owner’s failure to remit amounts owed to a third party relating to a Contribution or Produced Product. Each Campaign Owner acknowledges and agrees that if they do not act in accordance with the CToU, the Terms, or the Policy, Project428 may: (a) obtain reimbursement of any amounts owed by such Campaign Owner to Project428 or any third party by withholding funds from their Campaign(s) and Produced Product revenue; (b) contact third parties used by Project428 from Platform services to do the same; or (c) or seek reimbursement from the Campaign Owner by any other lawful means, including without limitation using third-party collections services.
    9. Contributor Refunds. A Contributor may request and receive a refund of their Contribution from Project428 within fifteen days (15) of such Contribution minus applicable Service Fees and Third-Party Fees unless: (a) such Contribution has already been transferred to a Campaign Owner pursuant to this CToU; (b) such Campaign has met its Campaign Goal; or (c) Project428 determines in its sole discretion that such Contributor’s Contribution has been in violation of this CToU, the Terms, or the Policy. Project428 urges any Contributor requesting a refund of their Contribution that has already been transferred to its applicable Campaign Owner to work directly with such Campaign Owner to resolve any refund-related issues.
  5. Design License. Any content or information provided by any User to the Platform that such User owns or have rights to use including without limitation any Design (collectively, User Content) will remain such User’s property. Such User will be solely responsible for the accuracy, quality, integrity, reliability, appropriateness, legality, ownership and rights of use of all of their User Content. Users hereby grant Project428 an irrevocable, worldwide, exclusive, and transferable license to use their User Content as necessary to operate or maintain the Platform and any Campaign, as well as to produce, promote, and sell any Produced Product as seen fit by Project428 in its sole discretion. Users hereby waive and agree not to enforce any moral rights or personality rights that they may retain in the User Content. Users acknowledge and agree that Campaign Contributions and Product Revenue, if any, will be the full and entire compensation to Users for the license to User Content as detailed herein.
  6. Prohibited Campaign and Platform Activities.
    1. Prohibited Campaigns. A Campaign Owner is not permitted to create a Campaign that: (a) raises funds for any illegal activity; (b) misappropriates or infringes the copyright, trademark, patent, personality right, or other right of any party; (c) causes harm to any person or property; (d) includes any threatening, abusive, harassing, defamatory, libelous, or profane content, or content that is invasive of another’s privacy; (e) promotes violence, degradation, subjugation, discrimination or hatred against individuals or groups based on race, ethnic origin, religion, disability, gender, age, veteran status, sexual orientation, or gender identity; and/or (f) otherwise violates any term of the CToU, Terms, or Policy. Project428 may suspend or cancel any Campaign that is deemed to violate any of the provisions provided under this subsection of the Agreement.
    2. Prohibited Platform Activities. No User shall: (a) engage in any activity that interferes with or disrupts the proper working of the Platform or any activities conducted on the Platform; (b) bypass any measures Project428 may use to prevent or restrict access to the Platform; (c) run any spam-related software via the Platform; (d) take any action that imposes, in Project428’s absolute and sole discretion, an unreasonable load on the Platform’s infrastructure; (e) use manual or automated software, devices, or other processes to “crawl” or “spider” any webpage or portion of the Platform; and/or (f) spam the comments sections of any Campaign or other comment section of the Platform with unsolicited or unauthorized offers of goods and services, advertising, promotional material, junk mail, spam or chain letters, or inappropriate messages. Project428 reserves the right to suspend or cancel any Campaign and terminate any User Website account for conducting any such prohibited activity.
  7. Duties and Obligations.
    1. Campaign Owners. Campaign Owners will respond promptly and truthfully to all questions posed to them by Project428 or any Contributor. If any Campaign Owner is unable to resolve a dispute with any Contributor, such Campaign Owner will work with such Contributor to reach a mutually satisfactory resolution, which may include refunding of the Contributor’s Contribution. A CAMPAIGN OWNER’S FAILURE TO ADEQUATELY FULFILL A CAMPAIGN OBLIGATION MAY RESULT IN PROJECT428 SUSPENDING OR TERMINATING SUCH CAMPAIGN, AND SEEKING REIMBURSEMENT OF CONTRIBUTIONS RAISED FOR SUCH CAMPAIGN, INCLUDING WITHOUT LIMITATION USING THIRD PARTY COLLECTIONS SERVICES. Campaign Owners will comply with all applicable laws and regulations in the use of Contributions and Produced Product production. Campaign Owners are responsible for collecting and remitting any taxes on Contributions, and any taxes due in connection with the Produced Product.
    2. Contributor Obligations. Contributors are solely responsible for asking questions and investigating Campaign Owners and Campaigns to the extent they feel is necessary before making a Contribution. All Contributions are made voluntarily and at the sole discretion and risk of the Contributor. Project428 does not guarantee that: (a) a Contribution will be used as promised; and (b) a Campaign Owner will meet their Campaign Goal, will deliver a Design worthy of a Produced Product, or that the Campaign will achieve its goals. Project428 does not endorse, guarantee, make representations, or provide warranties for or about the quality, safety, morality, or legality of any Campaign, Design, Produced Product, or the truth or accuracy of User content posted on the Platform. Contributors are solely responsible for determining how to treat their Contributions and receipt of any Benefits for tax purposes.
  8. Indemnity.
    Each User agrees to indemnify, defend, and hold Project428 and Project428’s officers, directors, shareholders, managers, employees, affiliates, agents and contractors harmless from any and all third-party claims, damages, obligations, losses, violations, liabilities, costs or debt, and expenses, including but not limited to attorney’s fees and costs, arising from: (a) their violation of any third party right, including, without limitation, any intellectual property, privacy, or other right; (b) any damage to a third party arising from their use of the Platform; (c) their violation of any term of the CToU, Terms, or Policy; and/or (d) their incorrect reporting of any information to any local, state, or federal agency or department. Such obligations under this section of the CToU survive any Campaign, the CToU, and the Platform.
  9. Warranties and Representations.
    Users warrant and represent that they: (a) are of age and have obtained necessary authorizations to use the Platform, and are fully able and competent to enter into, accept, and comply with the CToU; (b) will not modify, adapt, or access the Platform by means not expressly authorized by Project428; (c) will not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Platform without the express written permission of Project428; (d) will not use or access the Platform for any purpose that is unlawful or prohibited by these CToU; and (e) will only provide User Content to the Platform, including without limitations Design(s) that they own or have rights to provide to the same.
  10. Limitation of Liability.
    1. Warranty Disclaimer. The Platform is licensed and provided to Campaign Owners, Contributors, and other Users “as is”, and Project428 disclaims any and all other warranties pertaining to the Platform, whether express, implied, or statutory including, without limitation, any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, timeliness, title, or non-infringement of third party rights, to the fullest extent authorized by law. Project428 expressly does not warrant that: (a) the Platform is of a particular quality; (b) the Platform will meet any person or entity’s requirements and expectations; (c) operation of the Platform will be uninterrupted, timely, secure, or error free; (d) defects or errors in the Platform will be corrected; (e) the Platform will be compatible with future products or services offered by Project428; and (f) any information or data stored or transmitted through the Platform will not be lost, corrupted, or destroyed. Campaign Owners and Contributors assume responsibility for selecting the Platform to achieve their intended requirements and expectations, and for the results obtained from their use of the Platform. Each User shall bear the entire risk as to the quality and the performance of the Platform.
    2. Damage Limitations. In no event will Project428 be liable to any Campaign Owner, Contributor, or other User for any direct, indirect, incidental, special, punitive or consequential damages whatsoever resulting from: (a) any Campaign Owner or Contributor’s use or misuse of the Platform; (b) personal injury or property damage of any kind resulting from any User’s use of the Platform, whether based on warranty, contract, tort, or other legal theory, and whether or not Project428 has been advised of the possibility of such damages; (c) conduct of any User on the Platform; (d) unauthorized access to data storage facilities or equipment owned, lease or used by Project428; (e) interruption, unavailability or errors associated with the Platform; (f) any delayed or misreporting of information, data or content to any local, state, or federal agency or department; or (g) bugs, viruses, or similar code which may be transmitted to or through the Platform. The foregoing limitations of liability apply to the fullest extent permitted by law.
  11. Suspension; Termination and Cancellation.
    The suspension or termination of any Campaign account or User Website account may result in the forfeiture and destruction of all information associated with any such account. A Campaign Owner may terminate their Campaign account by following the instructions on the Platform. All provisions of the CToU, Terms, and Policy that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
  12. Modifications.
    Project428 reserves the right, at its sole discretion, to modify, suspend, or discontinue, temporarily or permanently, the Platform, or any aspect or portion thereof, at any time by posting a notice on the Platform. Project428 may also impose temporary or permanent limits on certain Platform features or restrict access to portions or all of the same without notice. Project428 will not be liable to any User for any change or modification made pursuant to this section of the CToU, except as expressly stated in writing between the parties. If any User does not agree to any changes made pursuant to this section of the CToU, they must discontinue their subsequent use of the Platform. Any User’s use of the Platform following such changes constitutes their acceptance of such changes.
  13. Export Compliance.
    No User may use, export, re-export, import, sell, or transfer the Platform, Design, or any Produced Product except as authorized by U.S. law, the laws of the jurisdiction in which they obtained the Platform, and any other applicable laws and regulations. Each User represents and warrants that: (a) they are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) they are not listed on any U.S. Government list of prohibited or restricted parties. Each User also acknowledges and agrees that the Platform may be subject to other U.S. and foreign laws and regulations governing the export of Platform, or transfer of Campaign Contributions, by physical and electronic means. Each User agrees to comply with all applicable U.S. and foreign laws that apply to the Platform, as well as end-user, end-use, and destination restrictions imposed by U.S. or foreign governments.
  14. Miscellaneous.
    1. Governing Law, Jurisdiction and Dispute Resolution. The CToU will be governed by and interpreted under the laws of the State of New York, and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. Parties will conduct friendly negotiations to resolve any dispute arising from or out of these CToU, which may include mediation if requested by any party. Should mediation fail, Users irrevocably consent to resolve any dispute or conflict arising out of or relating to the CToU by binding arbitration in Seattle, Washington by one (1) arbitrator at JAMS ALTERNATIVE DISPUTE RESOLUTION, and in accordance with the AMERICAN ARBITRATION ASSOCIATION’S COMMERCIAL ARBITRATION RULES AND MEDIATION PROCEDURES. Any judgment resulting from such a proceeding will be enforceable in any applicable state or federal Court. The party substantially prevailing in any such proceeding will be entitled to recover all costs and expenses of such proceeding, including reasonable attorney’s fees and costs.
    2. Assignment. These Terms will be binding on and inure to the benefit of the parties hereto and their respective successors, assigns, heirs and personal representatives. Except as otherwise provided herein, no User shall assign or transfer any right or obligation under this CToU without the prior written consent of Project428, and any attempted assignment without Project428’s prior written consent will be null and void. Project428 may transfer any rights or obligations under these CToU without the prior consent of any User, written or otherwise.
    3. Relationship of the Parties. Users and Project428 agree that no joint venture, partnership, employment, or agency relationship exists between such parties as a result of these CToU or their use of the Platform.
    4. Other Definitional Terms, Terms of Construction. The words hereof, herein and hereunder and words of similar import when used in this CToU refer to this CToU as a whole and not to any particular provision of this Agreement. The words include, includes and including shall be deemed to be followed by the phrase without limitation. Unless the context in which used herein otherwise clearly requires, or has the inclusive meaning represented by the phrase and/or. All incorporations by reference of covenants, terms, definitions or other provisions from other agreements are incorporated into this Agreement as if such provisions were fully set forth herein, and include all necessary definitions and related provisions from such other agreements. References to statutes, regulations, or laws, include any amendments, modifications, or replacements of such statutes, regulations, or laws.
    5. Completeness and Severability. This CToU constitutes the entire agreement between Users and Project428 concerning Users use of the Platform. If any provision of these CToU is deemed invalid by a court of competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of this CToU, which remain in full force and effect.
    6. Waivers. A waiver of any term of these CToU will not be a further or continuing waiver of such term or any other term of these CToU, and Project428’s failure to assert any right or provision under these CToU does not constitute a waiver of such right or provision.
    7. Questions. Questions about these CToU or the Platform should be sent to Project428 via e-mail to [[email protected]] or via mail to PROJECT428 INC., ATTN: PLATFORM QUESTIONS, at [2311 N. 45th Street, Suite 365, Seattle, Washington 98103].
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