LGUC Inc. (“LGUC,” “Tamborileo” “Us” or “We”) owns and operates the Tamborileo website, available at www.tamborileo.com and marketplace.tamborileo.com which We use to make available the Tamborileo platform (“Platform”) and services. LGUC may also make available Tamborileo mobile applications (the “App”).
1. TAMBORILEO PLATFORM
1.1 Services. The Tamborileo Platform is a fashion industry focused marketplace through which clothing brands and designers (“Brands”), suppliers of materials (“Suppliers”), production factories (“Factories”), clothing retailers (“Retailers”), and other freelance specialists such as technicians, pattern makers, and graders (“Freelancers”) can meet, solicit and conduct business, as well process orders and conduct other similar transactions (“Transactions”). LGUC offers the Platform services (the “Services”) through its Website and App.
1.2 Terms of Service. These Terms of Service (the “Terms”) apply to all visitors and users of the Website, App and Services (“Users”), including Brands, Suppliers, Factories, Retailers, and Freelancers. LGUC may modify these Terms at any time in our sole discretion by posting a notice on the Website or App. Any changes will take effect 30 days from the date of posting of an update to these Terms.
2.1 Eligibility. You must be the age of majority in your jurisdiction to use the Services. If you are using the Services on behalf of a company, you must have the authority to bind the company. By using the Website, App or Services on behalf of any entity, you hereby represent and warrant that the individual accepting these Terms is duly authorized to accept the Terms on such company’s behalf and such company has the full power to enter into these Terms and perform its obligations hereunder.
2.2 Account. In order to use the LGUC Services, you must register for an account as a Brand, Supplier, Factory, or Retailer (your “Account”). You agree to (a) provide accurate, current and complete information as may be prompted by any registration forms (“Registration Data”); (b) maintain the security of your password; and (c) maintain and promptly update the Registration Data as necessary to ensure it is up to date.
2.4 Billing Information. Users are required to provide valid credit card information to register (collectively known as “Billing Information”), which will be provided to Tamborileo’s third-party payment processor (“Payment Processor”) used for payment of fees owed under these Terms and to process Transactions. Users shall promptly advise Tamborileo if their Billing Information changes due to loss, theft, cancellation, expiry or otherwise, and Users shall be liable for any failure to pay fees caused by out-of-date billing information.
3. TRANSACTIONS AND CONTRACTS
3.1 Transactions. Brands seeking to solicit designs, fabric supplies and production facilities may use the Services to make orders from Suppliers, Factories or Freelancers (each a “Vendor”). As part of the Services, Brands can choose to place orders with other Users for the final products or display and advertise for sale their fully completed clothing products to be browsed and purchased by Retailers (in each case, a “Buyer”). Suppliers can create an online store for their fabrics through the Services. Factories can join on as members of the Services and be selected for production in a Transaction. Freelancers can be enlisted by Us or the Brand to provide any additional services required to bring the design concept to the production stage.
3.2 Transaction Contracts. Tamborileo is only a platform for connecting Users. Retailers, Brands, Suppliers and Factories contract directly with one another and are free to negotiate the terms of their agreement. Unless otherwise indicated as part of a specific Transaction, Tamborileo will not be a party to any agreements or contracts for Transactions. Tamborileo acts to coordinate staffing and payments between Users but does not act as a representative for any party and nothing in our involvement in the marketplace and payment process makes us responsible for the actions of any User.
3.3 Production. You acknowledge and agree that every product for which you engage TAMBORILEO sourcing, sampling or production services must be produced by TAMBORILEO vendors. You may invite your preferred freelancer, supplier or factory to register as a TAMBORILEO vendor if it is not yet part of the TAMBORILEO vendor list.
3.4 Disclaimer. We have no control over the conduct of our Users or the truth or accuracy of the information that Users post on Tamborileo. We cannot guarantee the true identity of any individual or User. You are responsible for determining the identity and suitability of others who you may contact by means of this Website. We do not endorse any persons who use or register for our Services.
4. PAYMENT TERMS
4.1 Fees. Some types of Accounts require the payment of membership fees. For other types of Account, Tamborileo charges Users fees associated with listing their products and/or in association with each Transaction entered into using the Tamborileo Platform, as described below (collectively, “Tamborileo Fees”). By using the Services, Users agree to pay the Tamborileo Fees set out in a subscription order form or at the time of Transaction. Tamborileo reserves the right to change any fees for any future by providing 30 days’ notice.
4.2 Brand Payment Terms. Brands may advertise their production-ready designs on the website and make them available for purchase by Retailers. In order to use the Services to advertise their designs, Brands must sign up and pay for a 3-month seasonal membership. This gives the Brand access to a personal page to advertise designs which are visible to other Users. If a Brand chooses to place an order with a Factory for a finished product, the Brand is required to pay a deposit equal to 50% of the total cost in advance and settle any remaining costs upon delivery of the shipment. Any products or services provided by Vendors as part of a Transaction must be paid for up front to Us and will be held in our escrow account to be disbursed upon completion of the Transaction.
4.3 Supplier Payment Terms. Supplier Accounts are free to create. Suppliers are charged a listing fee each month per unique product advertised on the website.
4.4 Factory Payment Terms. Factories pay an annual membership fee in order to have access to the Services and be capable of selection by Users for Transactions. Such fees may be changed or vary by Factory Account in our sole discretion.
4.5 Freelancer Payment Terms. Freelancer Accounts are free to create. Freelancers are hired as independent contractors on a Transaction-by-Transaction basis by either a Brand or Us as necessary to get a product ready for the production stage.
4.6 Retailer Payment Terms. Retailer Accounts are free to create. Retailers may browse finished products advertised by other Users and place orders. A Retailer making an order must pay a deposit equal to 50% of the total cost of the order, and pay the remaining cost upon delivery of the shipment.
4.7 Taxes. All User fees are subject to applicable taxes which will be determined by Tamborileo and added to the respective Tamborileo Fees. Users are responsible for determining the amount of applicable taxes to be charged in respect of any Transaction with another User and are responsible for posting such fee, inclusive of all applicable taxes, on the Tamborileo Platform. Accordingly, Tamborileo is not responsible for calculating, reporting, remitting and withholding any applicable federal, state, provincial, goods, services, value-added, municipal or other taxes associated with User’s services rendered or income earned.
4.8 Escrow Account. Tamborileo provides escrow services to our Users solely to (i) deliver, hold, or receive payment for jobs for services engaged through; and (ii) to pay fees including service, membership and payment processing and administration fees to, Tamborileo. These escrow services are intended for business use, and the Users agree to use these escrow services only for business purposes and not for consumer, personal, family, or household purposes.
TAMBORILEO DOES NOT PROVIDE ESCROW SERVICES TO THE GENERAL PUBLIC.
4.9 User Payment. Tamborileo, through its Payment Processor, will charge the Buyer’s credit card for the applicable Tamborileo Fees and taxes to be held in our escrow account and facilitate the payment of all Vendor fees to the Vendors involved in the Transaction on behalf of and as an agent for the Buyer. Payment of any fees in such manner shall be considered the same as payment made directly by the Buyer to the Vendors.
4.10 Non-payment. If a Buyer fails to pay any amounts under these Terms, Tamborileo will notify the Vendors of non-payment and Vendors will be free to stop any work-in-progress. Without limiting other available remedies, Tamborileo may charge Buyers for late payments, processing fees, penalties or interest at the lesser of one and a half percent (1.5%) per month or the maximum allowed by law, plus attorneys’ fees and other costs of collection as allowed by law.
4.11 Cancellations and Refunds. Tamborileo does not offer refunds for any completed Transactions. Any disputes between Buyers and Vendors shall be governed by the contract entered into between the Buyer and those Vendors.
5. NO CIRCUMVENTION
5.1 Non-Circumvention. All Users agree to use the Platform as their exclusive method to solicit Vendors, and/or request, make, and receive all payments for Transactions arising out of the User’s use of the Platform. Use of the Platform to solicit relationships and then exclude Tamborileo by seeking payment outside of the Platform is not permitted and will result in termination from the Services.
5.2 Notification of Breach. You agree to notify Tamborileo immediately if another person improperly contacts you or suggests making or receiving payments outside of the Platform.
6. LICENSE; INTELLECTUAL PROPERTY
6.1 License. Subject to your compliance with these Terms and your payment of any fees owed hereunder, Tamborileo grants you a non-transferable, non-exclusive, license to (a) access and use the Website and the Services, and (b) download, install and use one copy of the App, if available, on a mobile device that you own or control for your use (the “License”). The App is licensed to you and not sold. Except as explicitly provided herein, nothing in the Terms gives you a right to use the Tamborileo names, trademarks, logos or other distinctive brand features without our prior written consent.
6.2 Reservation of Rights. The Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the “Tamborileo Content“), and all intellectual property rights related thereto, are the exclusive property of Tamborileo and its licensors. Use of the Tamborileo Content for any purpose not expressly permitted by this Agreement is strictly prohibited.
6.3 Feedback. You may choose to or we may invite you to submit comments or ideas about the Website, App, and Services, including without limitation about how to improve the Services or our products (“Feedback”). By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Tamborileo under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone
6.4 User Content. Tamborileo does not claim ownership of the data, materials and/or content created, uploaded or otherwise transmitted by you through use of the Tamborileo Website, App or Service, including but not limited to photos, graphics, designs, drawings, materials, patterns, descriptions, electronic documents and comments (“User Content”).
6.5 License to User Content. However, by using the Website, App and/or Services, you grant Tamborileo a worldwide, royalty-free, non-exclusive license to collect, use, reproduce, store, display and sublicense such User Content for the purpose of providing the Website, App and Services.
Tamborileo may impose certain limitations on the use of the Website, App or Services, including, but not limited to restricting the number of accounts for which you may register, and/or imposing charges for certain features of the Services. You agree to use the Tamborileo Website and the Services only for purposes as permitted by these Terms. Tamborileo reserves the right to modify or impose any limitations on the use of the Tamborileo Website, App and the Services at any time, with or without notice to you. We also reserve the right at all times (but will have no obligation) to terminate Users at any time without any liability whatsoever to you. In using the Tamborileo Website and/or the Services you shall not:
(a) intentionally or unintentionally violate any these Terms, or any local, state, provincial, national or international law or regulation, including without limitation using the capabilities of the Services to transmit any unlawful content, to harass or intimidate others, to spam third parties or to impersonate anyone else;
(b) license, sell, rent, lease, transfer, assign or otherwise commercially exploit the Tamborileo Website, App or the Services;
(c) upload, post, email, transmit or otherwise make available any material that:
- is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, violates any law, or is otherwise objectionable;
- you do not have a right to make available under any law or under a contractual relationship;
- infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party (including privacy rights);
- is or contains unsolicited or unauthorized advertising, solicitations for business, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
- contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data or the Website or that of any Users or viewers of the Website or that compromises a User’s privacy; or
- contains any falsehoods or misrepresentations or create an impression that you know is incorrect, misleading, or deceptive, or any material that could damage or harm minors in any way;
(d) modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Tamborileo Website, App or any software provided by us;
(e) use our Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
(f) “stalk” or harass any other User of our Services or collect or store any information about any other User other than for purposes of transacting with one another;
(g) register for a User account on behalf of an individual other than yourself;
(h) impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
(i) use automated scripts to collect information or otherwise interact with the Service or the Site;
(j) use Tamborileo to find Vendors for a Transaction and then complete the transaction offline in order to circumvent your obligation to pay for the Service;
(k) submit any Transaction with a false or misleading compensation associated with the Transaction, or submit any Transaction with a compensation that you do not intend to honor; or
(l) advocate, encourage, or assist any third party in doing any of the foregoing.
You agree to defend, indemnify and hold Tamborileo, its affiliates, subsidiaries, directors, officers, employees, agents, partners and licensors harmless from any claim or demand, including reasonable legal fees, made by a third party, relating to or arising from: (a) any content you create, submit, post, transmit, or otherwise make available through the Website, App or Services; (b) your use of the Website, App or Services; (c) any dealings between you and any persons whom you send or otherwise transmit links or any content to using the Service, including without limitation claims relating to misrepresentation; (d) any violation by you of these Terms; (e) your violation of any rights of another, including any intellectual property right; or (f) your violation of any contract you enter into with another User of the Service. This obligation shall survive the termination or expiration of these Terms and/or your use of the Services.
9. TERM; TERMINATION
Tamborileo may, at any time and for any reason or no reason, without prior notice, immediately suspend all or a portion of your Account and/or access to the Website, App or Services. Cause for such termination shall include, but not be limited to: (a) violations of the Terms or any other policies or guidelines that are referenced herein and/or posted on the Website, App or through the Services; (b) discontinuance or material modification to the Services or any part thereof; (c) a request and/or order from law enforcement, a judicial body, or other government agency; (d) where provision of the Tamborileo Website, App or the Services to you is or may become unlawful; (e) unexpected technical or security issues or problems; or (f) your participation in fraudulent or illegal activities. Any such termination or suspension shall be made by Tamborileo in its sole discretion, and Tamborileo will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your Account and/or access to the Services.
10. THIRD-PARTY CONTENT
10.1 Advertisements. You acknowledge and agree that the Website may contain advertisements from both Users and from other third parties. If you elect to have any business dealings with anyone whose products or services may be advertised on the Website, you acknowledge and agree that such dealings are solely between you and such third party and you further acknowledge and agree that Tamborileo shall not have any responsibility or liability for any losses or damages that you may incur as a result of any such dealings.
10.2 Links. The Website and App may contain links to other websites that are not owned or controlled by Tamborileo. In no event shall any reference to any third party, advertisement, third-party product or service be construed as an approval or endorsement by Tamborileo of that third party, third-party product or service. Tamborileo is not responsible for the content of any linked websites. Any third-party websites or services accessed from the Website or App are subject to the terms and conditions of those websites and or services and you are responsible for determining those terms and conditions and complying with them. The presence on the Website or App of a link to any other website(s) or any advertisements does not imply that Tamborileo endorses or accepts any responsibility for the content or use of such websites, and you hereby release Tamborileo from all liability and/damages that may arise from your use of such websites or receipt of services from any such websites.
11. DISCLAIMER OF WARRANTIES AND CONDITIONS
THE WEBSITE, SERVICES AND APP ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. TAMBORILEO SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND RELATING TO THE TAMBORILEO WEBSITE, APP AND THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR MERCHANTABLE QUALITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
ANY MATERIAL TRANSMITTED, STORED, ACCESSED OR OTHERWISE MAINTAINED THROUGH THE USE OF THE SERVICES IS DONE SO AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OR CORRUPTION OF DATA THAT RESULTS FROM ANY SUCH USE OF THE WEBSITE, APP OR SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TAMBORILEO OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS.
12. LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES SHALL TAMBORILEO BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (I) YOUR USE OF OR YOUR INABILITY TO USE THE TAMBORILEO WEBSITE, APP OR THE SERVICES, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (III) ERRORS, MISTAKES, OR INACCURACIES, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY KIND WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF THE SERVICES, ANY BUGS, VIRUSES OR OTHER FILES OR DATA THAT MAY BE HARMFUL TO COMPUTER OR COMMUNICATION EQUIPMENT OR DATA THAT MAY HAVE BEEN TRANSMITTED TO OR THROUGH THE TAMBORILEO WEBSITE, OR (V) ANY DEALINGS OR TRANSACTIONS BETWEEN YOU AND ANY PERSONS OR USERS WHOM YOU SEND OR TRANSMIT ANY CONTENT TO USING THE SERVICE, INCLUDING WITHOUT LIMITATION ANY PRODUCTS OR SERVICES OFFERED BY YOU TO SUCH PERSONS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TAMBORILEO’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIVE HUNDRED CANADIAN DOLLARS ($500 CDN) OR (B) AMOUNTS YOU’VE PAID TAMBORILEO IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM (IF ANY). THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AS SUCH, TO THE EXTENT SUCH EXCLUSIONS OR LIMITATIONS ARE SPECIFICALLY PROHIBITED BY LAW, SOME OF THE EXCLUSIONS OR LIMITATIONS SET FORTH BELOW MAY NOT APPLY TO YOU.
13. GOVERNING LAW; JURISDICTION
This Agreement shall be governed by the laws in effect in the State of Delaware, United States. No choice of laws rules of any jurisdiction shall apply to this Agreement. Subject to the Arbitration terms below, the courts of the States of Delaware shall have jurisdiction over any legal action or proceeding arising out of or relating to these Terms, the Tamborileo Website or the Services and you consent to the jurisdiction of such courts for any such action or proceeding. You waive all rights that you may have or that may hereafter arise to contest such jurisdiction of such courts. The parties waive any right to a jury trial with respect to any action brought in connection herewith. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded. You agree that any claim or cause of action arising out of or related to these Terms or the use of the Services must be filed within one (1) year after the cause of action arose or be forever barred.
14. ENTIRE AGREEMENT
It is the express wish of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
16. CONTACT US
If you have any questions about these Terms or if you wish to receive any additional information, provide feedback or raise any concerns in relation to the Tamborileo Website, App or the Services, please contact us at: [email protected].
Last Modified: February 24, 2018