Terms of Service
Updating 25 January 2019
1. This Agreement
1.1 The Agreement.
Soul's Face allows you and the other members to give space to the extended community of artists and enthusiasts who conceive art not only as a figurative one, on-line and in the real world. The terms “Soul’s Face,” “we,” “us,” and “our” include Soul’s Face, Inc. and our affiliates. We use the terms “you” and “your” to mean any person using our Platform, and any organization or person using the Platform on an organization’s behalf. We use the word “Platform” to mean any website, application, or service offered by Soul’s Face, including content we offer and electronic communications we send, as well as Youtube, Vimeo, Facebook, Instagram and any other channels created in the future. We provide our Platform to you subject to these Terms of Service. We use the terms “Terms of Service” and “Agreement” interchangeably to mean this document together with our Usage and Content Policies, Group Policies, Organizer and Leadership Standards, Member Restrictions, Payment Policies, and Trademark Usage Guidelines. Your use of the Platform signifies that you agree to this Agreement. If you are using the Platform for an organization, you agree to this Agreement on behalf of that organization, and represent you have authority to bind that organization to the terms contained in this Agreement. We use the word "organization" to mean any company, group or aggregation of people, with or without legal personality. If you do not or are unable to agree to this Agreement, do not use our Platform. These Terms of Service are an agreement between you and Soul’s Face and not between you and any other member.
1.2 Revisions to this Agreement.
We may modify this Agreement from time to time. When we do, we will provide notice to you by publishing the most current version and revising the date at the top of this page. If we make any material change to this Agreement, we will provide additional notice to you, such as by sending you an email or displaying a prominent notice on our Platform. By continuing to use the Platform after any changes come into effect, you agree to the revised Agreement.
2. Your Account and Membership
Our Platform is available to anyone who is at least 12 years old. You represent that you are at least 12. Additional eligibility requirements for a particular portion of our Platform may be set by any member who has the ability to moderate or manage that portion of our Platform. For example, the eligibility requirements for a Soul’s Face group or Soul’s Face event may be set by the organizers of that group.
2.2 Suspension of Your Account.
We may modify, suspend or terminate your account or access to the Platform if, in our sole discretion, we determine that you have violated this Agreement, that it is in the best interest of the Soul’s Face community, or to protect our brand or Platform. We also may remove accounts of members who are inactive for an extended period of time.
We may delete events deemed unsuitable for our discretion or post containing any form of advertising, always at our discretion.
2.3 Account Information and Security.
When you register, you provide us with some basic information, including an email address and a password. Keep your email address and other account information current and accurate. Also, you agree to maintain the security and confidentiality of your password (or else we may need to disable your account). You alone are responsible for anything that happens from your failure to maintain that security and confidentiality, such as by sharing your account credentials with others. If someone is using your password, notify us immediately.
3. Fees, Payments, and Offers
3.1 Fees Charged by Soul’s Face.
Use of some of the features on our Platform is free, and we charge fees for other features, in particular for the PRO subscription, valid for 12 months. We may in the future implement a new fee, or modify an existing fee, for certain current or future features of our Platform. If we implement a new or modified fee, we will give you advanced notice such as by posting changes on our Platform or sending you an email. You agree to pay those fees and any associated taxes for your continued use of the applicable service. Unless otherwise stated, all fees and all transactions are in Euros. All fees are exclusive of applicable federal, state, local, or other taxes. Organizer subscriptions are non-transferable.
3.2 Fees Charged by Organizers.
Organizers may impose fees related to particular portions of the Platform, such as an event fee for a Soul’s Face event. The decision to charge fees and the amount of those fees is at the discretion of those organizers. Soul's Face will never refunds the fees paid to the organizers, for their events. Organizers may have their own refund policies, so long as they are consistent with and do not limit members’ ability to receive refunds under our Payment Policies. Payments made to organizers via the Platform are made through a third-party payment service provider. If a member pays a fee to an organizer via the Platform, the member authorizes the organizer (and the organizer’s applicable payment service provider) to charge the designated payment method for the total amount of the fees, including any applicable taxes and other charges. Among the applicable charges there is a portion due by right to Soul's Face. Moreover, it is possible to purchase packages of tickets for an event, which will limit the value of the fee due to Soul's Face, to be paid one-time purchase. All prices will be specified at the time of the transaction. You should use common sense in deciding whether to make a payment to any organizer. We cannot ensure that organizers will use payments as they promise or as you expect.
3.3 Payments to Soul’s Face.
You are responsible for paying your PRO subscription and any other applicable fees to Soul’s Face on time and through our approved payment methods. If we terminate, suspend, or remove your account in connection with violation of this Agreement, we are not obligated to refund any organizer subscription fees paid to Soul’s Face. You may only pay organizer fees to Soul’s Face using a valid payment method acceptable to us, as specified via the Platform. You represent and warrant that you are authorized to use the payment method you designate via the Platform. You authorize us and our designated third-party payment processors to charge your designated payment method for the total amount of any fees you owe to Soul’s Face, including any applicable taxes and other charges. If the payment method cannot be verified, is invalid, or is otherwise not acceptable to us, your payment may be suspended or cancelled. We reserve the right to correct, or to instruct our payment processors to correct, any errors or mistakes, even if payment has already been requested or received.
3.4 Automatic Subscription Renewals.
Fees for PRO subscription may be billed on a one-time basis. The fees are payable in advance of the applicable period specified via the Platform with no refunds. We will automatically bill you for each renewal period until cancellation. By purchasing any feature or other aspect of our Platform for which we charge, you authorize us to keep your payment current by charging your credit card account (or any other means of payment used by you) the applicable fee. While you may cancel auto-renewal or cancel your subscription at any time, you won’t be issued a refund except in our sole discretion.
3.5 Third Party Payment Processors.
A member that uses the Platform to accept payments from other members, must comply with the terms and conditions of the third party provider of the applicable payment service used to receive the payment. Soul’s Face does not provide those payment services, is not a party to your agreement with the applicable third-party provider, and will not be liable or responsible for your use of those third-party payment services.
3.6 Third Party Transactions.
All the users of Soul’s Face may receive offers from third parties, such as discounts, sponsorships, or other benefits. Soul’s Face is not involved in any dealings or payments between you and third parties, and these Terms of Service do not govern such transactions.
4. Your Content and Privacy
4.1 Your Content.
You are solely responsible for your Content. We use the word “Content” to mean any information, material, or other content posted to our Platform or otherwise provide to us (such as feedback, comments, or suggestions shared with us). You agree that you and your Content shall not violate the rights of any third party (such as copyrights, trademarks, contract rights, privacy rights, or publicity rights), this Agreement and all our Policies. Search engines can see public areas of the Platform. Your Content within these areas, such as the name and location that you provide during registration, and your membership in public Soul’s Face groups, may appear in search results.
4.2 Content License from You.
Soul’s Face does not claim ownership of your Content. However, to enable us to operate, improve, promote, and protect Soul’s Face and our Platform, and to ensure we do not violate any rights you may have in your Content, you hereby grant Soul’s Face a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable right and license (including a waiver of any moral rights) to use, host, store, reproduce, modify, publish, publicly display, publicly perform, distribute, and create derivative works of, your Content and to commercialize and exploit the copyright, trademark, publicity, and database rights you have in your Content; this on all our Youtube channels, Vimeo, Facebook, Instagram and those eventually created in the future. This license doesn’t give us ownership of any of your Content. It simply gives us and members the right to use it on or related to the Platform. This license continues even if you close your account, because it’s necessary for us to operate the Platform. Even the other Soul's Face members can share on their channels your content that you publish, without purchasing the ownership. To guarantee a form of protection on your content, Soul's Face offers you the service offered by Creative Commons, through which you can choose the right license to protect what you want to publish. For more information, go to www.creativecommons.it.
5. Your Use of Our Platform
5.1 Our Policies, Guidelines and Applicable Laws.
When you use our Platform, we require that you follow the Usage and Content Policies, engagements and events Policies, Organizer and Leadership Standards, Member Restrictions, Payment Policies, and Trademark Usage Guidelines. You also agree to comply with all applicable laws, rules and regulations, and to not violate or infringe the rights of any third party. If you do not comply, we may modify, suspend or terminate your account or access to the Platform, in our sole discretion.
Trademark Usage Guidelines. You also agree to comply with all applicable laws, rules and regulations, and to not violate or infringe the rights of any third party. If you do not comply, we may modify, suspend or terminate your account or access to the Platform, in our sole discretion.
5.2 Content of Others.
Soul’s Face does not control the Content of other members. When we become aware of inappropriate Content on our Platform, we reserve the right to investigate and take appropriate action, but we do not have any obligation to monitor, nor do we take responsibility for, the Content of other members. In addition, Soul's Face is in no way responsible for the veracity or otherwise of information, communications, or any publication of a user in the platform, in particular in the section on engagements and events. Once accepted the procedure of engagement, Soul's Face is exclusively a vehicle of information between users.
5.3 Interactions with Others.
Soul’s Face is not a party to any offline arrangements made through our Platform. Soul’s Face does not conduct or require background checks on members, and does not attempt to verify the truth or accuracy of statements made by members. Soul’s Face makes no representations or warranties concerning the conduct or Content of any members or their interactions with you. Exercise common sense and good judgment when using our Platform and interacting with other members, both on our Platform and at Soul’s Face events. If you have a concern regarding other members, you can report it to email@example.com.
5.4 No Resale.
Our Platform contains proprietary and confidential information and is protected by intellectual property laws. Unless we expressly permit it through this Agreement, you agree not to modify, reproduce, (try to) sell or charge a fee, offer to sell or charge a fee, make, create derivative works based on, or distribute any part of our Platform, including any data, or Content of others.
5.5 No Technical Interference with the Platform.
You agree that you will not engage in any activity or post any information or material that interferes with or disrupts, or that is designed to interfere with or disrupt, the Platform or any hardware used in connection with the Platform.
5.6 Platform Modifications.
We work hard to continuously improve our Platform. This means that we may modify or discontinue portions or all of our Platform with or without notice and without liability to you or any third party.
5.7 Third Party Sites and Services.
The Platform contains links to third party sites, and is integrated with various third party services, applications and sites that may make available to you their content and products. We don’t control these third parties and aren’t responsible for those sites or services or their content or products. These third parties may have their own terms and policies, and your use of them will be governed by those terms and policies.
You agree to release us and our officers, directors, shareholders, agents, employees, consultants, affiliates, subsidiaries, sponsors, and other third-party partners (referred to in this Agreement as “Soul’s Face Parties”) from claims, demands, and damages (direct and consequential) of every kind and nature, known and unknown, now and in the future (referred to in this Agreement as “Claims”), arising out of or in any way connected with any transaction with a third party, your interactions with other members, or in connection with a Soul’s Face group or a Soul’s Face event. You also agree to release organizers from Claims based on an member’s negligence arising out of or in any way connected with their Content, a Soul’s Face group, or a Soul’s Face event. You further waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver. You waive and relinquish all rights and benefits that you have or may have under Italian Civil Code or any similar provision of statutory or non-statutory law of any other jurisdiction to the fullest extent permitted by law.
You agree to indemnify, defend and hold all Soul’s Face Parties harmless from any Claims, made by any third party due to or arising out of (a) your violations of this Agreement, (b) your use, misuse, or abuse of our Platform, (c) your Content, (d) your violation of any law, statute, ordinance or regulation or the rights of a third party, or (e) your participation or conduct in a Soul’s Face group or a Soul’s Face event that violates this Agreement. You agree to promptly notify us of any third party Claims, cooperate with all Soul’s Face Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). You agree not to settle any Claim without our prior written consent.
8. Warranty Disclaimer and Limitation of Liability
8.1 Warranty Disclaimer.
Our Platform is provided to you “as is” and on an “as available” basis. We disclaim all warranties and conditions of any kind, including but not limited to statutory warranties, and the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We also disclaim any warranties regarding (a) the reliability, timeliness, accuracy, and performance of our Platform, (b) any information, advice, services, or goods obtained through or advertised on our Platform or by us, as well as for any information or advice received through any links to other websites or resources provided through our Platform, (c) the results that may be obtained from the Platform, and (d) the correction of any errors in the Platform, (e) any material or data obtained through the use of our Platform, and (f) dealings with or as the result of the presence of marketing partners or other third parties on or located through our Platform.
8.2 Limitation of Liability.
You agree that in no event shall any Soul’s Face Parties be liable for any direct, indirect, incidental, special, or consequential damages, including but not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses (even if any Soul’s Face Parties have been advised of the possibility of such damages) arising out of or in connection with (a) our Platform or this Agreement or the inability to use our Platform (however arising, including our negligence), (b) statements or conduct of or transactions with any member or third party on the Platform, (c) your use of our Platform or transportation to or from Soul’s Face events, attendance at Soul’s Face events, participation in or exclusion from Soul’s Face groups or Soul’s Face events and the actions of you or others at Soul’s Face events, or (d) any other matter relating to the Platform.
9. Dispute Resolution
9.1 Informal Resolution.
Before making any claim, you and Soul’s Face agree to try to resolve any disputes through good faith discussions. We use the term “claim” in this Section 9 to mean any dispute, claim or controversy arising out of or relating to your use of our Platform or this Agreement, including your participation in Soul’s Face events. You or Soul’s Face may initiate this process by sending written notice according to Section 11.2 describing the dispute and your proposed resolution. In the event that we cannot resolve the issue within 30 business days of receipt of the initial notice, you or Soul’s Face may bring a claim in accordance with Section 9.2.
9.2 Arbitration Agreement.
All disputes arising from this contract or in relation to it, will be resolved by arbitration according to the Rules of the Arbitration Chamber of Rome, by a single arbitrator, appointed in accordance with said Regulation. The Arbitral Tribunal will judge according to the law. The seat of the arbitration will be Rome, Italy. The language of the arbitration will be Italian. This agreement to arbitrate shall apply regardless of whether the claim arises during or after any termination of this Agreement or your relationship with Soul’s Face.
9.3 Arbitration Opt Out.
You may decline to resolve disputes through arbitration by emailing us at arbitration-opt-out@Soul’s Face.com within 30 days of the date you first agree to this Agreement. Your email must include your full name, residential address, the email address registered to your Soul’s Face account, and a clear statement that you want to opt out of arbitration. If you opt out according to this process, then Section 9.2 of this Agreement do not apply to you. This opt-out does not affect any other sections of this Agreement, such as Sections 9.4 (Class Action Waiver), 11.5 (Governing Law) and 11.6 (Judicial Forum).
9.4 Class Action Waiver.
You agree to resolve disputes with Soul’s Face on an individual basis. You agree not to bring a claim as a plaintiff or a class member in a class, consolidated or representative action. You are expressly waiving any right to participate in class actions, class arbitrations, private attorney general actions and consolidation with other arbitrations.
10. Intellectual Property
10.1 Intellectual Property of Soul’s Face.
Soul’s Face trademarks, logos, service marks, and service names are the intellectual property of Soul’s Face. Trademark Usage Guidelines explain how you may and may not use them. Our Platform, including our material on the Platform, are also our or our licensors’ intellectual property. Except as described in the Trademark Usage Guidelines and as otherwise permitted by law, you agree not to use our intellectual property without our prior written consent.
10.2 Intellectual Property of Others.
Soul’s Face respects the intellectual property of others, and we expect our members to do the same. We may, in appropriate circumstances and in our discretion, or in the event of reports, remove or disable access to material that infringes on the intellectual property rights of others. We may also restrict or terminate access to our Platform to those who we believe to be repeat infringers. If you believe your intellectual property rights have been violated, please review our Intellectual Property Dispute Policies and send a report to firstname.lastname@example.org.
11. Other Stuff
This Agreement was written in Italian. It was then translated into English. If there is any inconsistency between the Italian version and English version, the Italian language version controls.
Except as otherwise stated in this Agreement or as expressly required by law, any notice to us shall be given by certified postal mail to Soul's Face Via Raffaele Conforti n. 20 - 00166 - Rome, Italy, or via e-mail at email@example.com. Any notice to you shall be given to the most current email address in your account.
11.3 Entire Agreement.
This Agreement, including the Usage and Content Policies, Group and Event Policies, Organizer and Leadership Standards, Member Restrictions, Payment Policies, and Trademark Usage Guidelines, constitutes the entire agreement between you and Soul’s Face, superseding any prior agreements between you and Soul’s Face on such subject matter.
11.4 No Agency.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship between you and Soul’s Face is intended or created by this Agreement. A member of the Soul’s Face Platform is not Soul’s Face's representative or agent, and may not enter into an agreement on Soul’s Face’s behalf.
11.5 Governing Law.
This Agreement and the relationship between you and Soul’s Face shall be governed by the Italian laws.
11.6 Judicial Forum.
If our agreement to arbitrate is found not to apply to you or your claim, or if you opt out of arbitration pursuant to Section 9.2, you and Soul’s Face agree that any judicial proceedings (other than small claims actions) must be brought exclusively in Italy, Rome Court.
This Agreement is not assignable, transferable or sublicensable by you except with Soul’s Face’s prior written consent, but may be assigned or transferred by us to any affiliate or subsidiary, or in connection with a merger, acquisition, corporate reorganization, sale of all or substantially all of Soul’s Face’s assets, or similar transaction.
11.8 No Waiver.
A party’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision and does not waive any right to act with respect to subsequent or similar breaches.
If any provision of this Agreement is found to be invalid by a court of competent jurisdiction, you and Soul’s Face nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and that the other provisions of this Agreement will remain in full force and effect.
11.10 Thank you.
Please accept our wholehearted thanks for reading our Terms of Service.
If we terminate your account or access to our Platform, this Agreement terminates with respect to the member account that has been terminated. However, certain provisions of this Agreement that by their nature survive termination shall survive termination, including those terms listed below in Section 11.12 (Survival).
Sections 3 (Fees, Payments, and Offers), 4.2 (Content License from You), 4.3 (Privacy), 6 (Release), 7 (Indemnification), 8 (Warranty Disclaimer and Limitation of Liability), 9 (Dispute Resolution), 11.11 (Termination), 11 (Other Stuff) of this Agreement, and any other provisions necessary to give effect to these provisions, shall survive any termination or expiration of this Agreement.
The section titles in this Agreement are for convenience only and have no legal or contractual effect. The information in the “Welcome” section, “Terms of Service Overview” section, and in the “Tips” and “Summary” sections is also for convenience only and has no legal or contractual effect.
Please report any violations of this Agreement by a member or third party by sending an email to firstname.lastname@example.org.