Accepting These Terms

Who's Who

When these Terms use the term "Creator," we mean individuals and entities using the Collabs.io platform to manage and operate their own Collab Shops. Creators curate and display products from various "Brands" to customers on our platform. These products may be purchased by customers for direct consumption or use, facilitating a dynamic marketplace.

The term "Brand" refers to third-party businesses that supply products to Creators for sale on Collabs.io. Brands are responsible for ensuring the quality and delivery of their products, working in collaboration with Creators to enhance the customer experience.

"Customers" are end-users who purchase or interact with products and services offered by Creators and Brands through the Collabs.io platform.

Creators, Customers, Brands, and other third parties using our Collabs.io platform are all referred to in these Terms collectively as "Users," "you" or "your."

When these Terms use the terms "Subkit," “Collabs.io,” "we," "us," or "our," that refers to Subkit, Inc. and its affiliates, subsidiaries, and each of their respective officers, directors, agents, partners, and employees.

What the "Terms of Service" Means. These Terms of Service and the other documents referenced in them comprise Collab.io’s "Terms."

These Terms are a legally binding agreement between you and Collabs.io governing your access to and use of the Services and setting out your rights and responsibilities when you use the Services. By using any of our Services (including browsing a Site), you are agreeing to these Terms. If you do not agree to these Terms, please do not use or access the Collabs.io Platform. If you will be using the Services on behalf of an entity (such as on behalf of your employer), you agree to these Terms on behalf of that entity and its affiliates and you represent that you have the authority to do so. In such a case, "you" and "your" will refer to that entity as well as yourself.

Collab.io's Services and Role

What We Do

Collab.io’'s Services provide a simple and quick means for Creators to set up and manage their Collab Shops, offering a diverse range of products and collaborative content. This includes curated product collections, exclusive partnership deals, video content showcasing product usage and benefits, and other unique interactive features designed to enhance the shopping experience and foster community engagement.

Descriptions of other and more specific services can generally be found on the Site of each of the Subkit Properties.

How We Fit In

Collabs.io does not create, own, or directly sell the products listed on the Collabs.io platform. Instead, our services enable Creators to establish and manage their Collab Shops effectively. This includes setting up product listings, managing product selection, and facilitating the promotion of their product offerings. Creators are fully responsible for ensuring that their shop content complies with all applicable local, state, provincial, national, and international laws, rules, and regulations, and that the products and services advertised are provided as described and meet customer satisfaction standards.

For payment processing, Creators on Collabs.io use Shopify, which integrates seamlessly with our platform to handle transactions securely.

Your User Account with Collabs.io
You will be required to create a User account to access certain features or functions of Collabs.io Services. You agree to follow certain rules when you create an account with Collabs.io or use the Services, including the following:

Release

You hereby agree to release Collabs.io from all damages (whether direct, indirect, incidental, consequential, or otherwise), losses, liabilities, costs, and expenses of every kind and nature, known and unknown, arising out of a dispute between you and a third party (including other Users) in connection with the Services or any service listed on the Services. In addition, you waive any applicable law or statute, which says, in substance: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE RELEASED PARTY."

Indemnification

You agree to defend, indemnify and hold Collabs.io and each of its and their respective officers, directors, agents, co-branders, licensors, payment processing partners, other partners and employees, harmless from any and all damage (whether direct, indirect, incidental, consequential or otherwise), loss, liability, cost and expense (including, without limitation, reasonable attorneys' and accounting fees) resulting from any claim, demand, suit, proceeding (whether before an arbitrator, court, mediator or otherwise) or investigation made by any third party (each a "Claim") relating to or arising out of:

Collabs.io will provide notice to you of any such Claim, provided that the failure or delay by Collabs.io in providing such notice will not limit your obligations hereunder except to the extent you are materially prejudiced by such failure. Also, in certain circumstances, Collabs.io may choose to handle the Claim ourselves, in which case you agree to cooperate with Collabs.io in any way we request.

Disclaimer of Warranties and Assumption of Risks by You

We strive to provide Services in the way you need them, but there are some things it is important for you to understand that we cannot promise.

The extent permitted by applicable laws, the Services are provided on an "as is" and "as available" basis. Collabs.io expressly disclaims all warranties of any kind, express or implied, including, but not limited to, implied warranties of merchantability, title, non-infringement, and fitness for a particular purpose.

For example, Collabs.io makes no warranty that

You acknowledge that Collabs.io has no control over and does not guarantee the quality, safety, accuracy, or legality of any service or Content associated with a service, the truth or accuracy of any information provided by Users (including the customer's personal information shared with Creators in connection with services) or the ability of any User to perform or actually complete a transaction.

Collabs.io has no responsibility to you for and hereby disclaims all liability arising from, the acts or omissions of any third parties that Collabs.io requires to provide the Services, that a Creator chooses to assist with a service, or that you choose to contract with when using the Services.

You understand and agree that some services may carry inherent risk, and by participating in those services, you choose to assume those risks voluntarily.

For example, some services may carry the risk of illness, bodily injury, disability, or death, and you freely and willfully assume those risks by choosing to participate in those services.

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, will be limited to the maximum extent permitted by law.

Limitation of Liability

To the extent permitted by applicable laws, or as otherwise set forth herein, Collabs.io and any person or entity associated with Collabs.io's provision of the Services (e.g., an affiliate, vendor, strategic partner, or employee) ("Associated Parties"), will not be liable to you or any third party, for:

(a) any indirect, incidental, special, consequential, punitive or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, opportunity costs, intangible losses, or the cost of substitute services (even if Collabs.io has been advised of the possibility of such damages); or

(b) For Creators operating Collab Shops with paid subscriptions or product sales, the liability will be limited to the fees (net of any Collabs.io and Shopify processing fees) that you have paid to us in the three (3) month period immediately preceding the circumstances giving rise to your claim. Collabs.io facilitates transactions between Creators and customers but does not own or control the brands or products offered in Collab Shops. Each brand is solely responsible for complying with all applicable laws, rules, and regulations and for ensuring products are delivered as described and meet customer expectations; and

Nothing in these Terms is intended to exclude or limit any condition, warranty, right, or liability that may not be lawfully excluded or limited. Some jurisdictions do not allow the exclusion of certain warranties or conditions or the limitation or exclusion of liability for loss or damage caused by willful acts, negligence, breach of contract or breach of implied terms, or incidental or consequential damages. Accordingly, only those liability and other limitations which are lawful in your jurisdiction (if any) will apply to you and our liability is limited to the maximum extent permitted by law.

IMPORTANT: BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS.

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS. ANY DISPUTE OR CLAIM UNDER THESE TERMS OR WITH RESPECT TO THE SERVICES WILL BE SETTLED BY BINDING ARBITRATION OR IN SMALL CLAIMS COURT (TO THE EXTENT THE CLAIM QUALIFIES) AND WILL TAKE PLACE ON AN INDIVIDUAL BASIS ONLY; YOU AGREE THAT CLASS, CONSOLIDATED OR REPRESENTATIVE ARBITRATIONS AND CIVIL ACTIONS ARE NOT PERMITTED AND ANY RIGHTS TO BRING SUCH ACTIONS ARE WAIVED BY EACH PARTY.

The parties understand that if absent in this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

(a) Contact Us First. If you have a question or concern about the Services, please contact us at hello@subkit.com Our customer support team will try to answer your question or resolve your concern.

(b) In no service may either we or you seek to resolve a dispute with the other as part of any purported class, consolidated or representative proceeding. Binding arbitration is subject to very limited review. Only the arbitrator appointed pursuant to this Section, and not any federal, state or local court will have the authority to resolve any dispute or claim relating to this Section including, without limitation, regarding the scope, enforceability, and arbitrability of these Terms. This arbitration provision will survive termination of these Terms. These Terms evidence a transaction in interstate commerce and the interpretation and enforcement of this Section is governed by the Federal Arbitration Act, notwithstanding the choice of law set forth below.

(c) Scope of Agreement. This agreement to arbitrate is intended to be broadly interpreted as legal disputes between you and us. It includes, but is not limited to: (i) all claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; (ii) all claims that arose before this or any prior agreement (including, but not limited to, claims relating to advertising); and (iii) all claims that may arise after termination of these Terms and/or your use of the Services. (d) Exceptions.

(d) Notwithstanding this agreement to arbitrate, either party may (i) bring an action on an individual basis in small claims court (to the extent the applicable claim qualifies); or (ii) bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in state or federal court in the U.S. Patent or Trademark Office to protect its Intellectual Property Rights ("Intellectual Property Rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). In addition, the portion of any dispute or complaint relating to our participation in the US-EU or US-Swiss Privacy Shield Frameworks is subject to the Dispute Resolution section of our Privacy Policy before being subject to this Section.

(e) No Class Actions. YOU AND SUBKIT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, MAY NOT PRESIDE OVER ANY FORM OF CLASS, CONSOLIDATED OR REPRESENTATIVE PROCEEDING AND MAY ONLY PROVIDE RELIEF IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY'S INDIVIDUAL CLAIM.

(f) Notice of Dispute. A party who intends to seek arbitration must first send to the other a written Notice of Dispute ("Notice"). The Notice to Subkit must be addressed to the following address ("Notice Address") and must be sent by certified mail to:

Subkit, Inc - 1732 1st Avenue, No 20997, Brooklyn NY US, 10128

Notice to you will be addressed to a mailing, home, or payment address currently on record with Subkit and must be sent by certified mail. If Subkit has no records of such physical address, such notice may be delivered to your Subkit User account email address.

The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. If Subkit and you do not reach an agreement to resolve the claim within sixty (60) calendar days after the Notice is received, you or Subkit may commence an arbitration proceeding.(g) Arbitration Proceedings. The arbitration will be governed by theCommercial Arbitration Rules, or, if the actions giving rise to the dispute or claim relate to your personal or household use of the Services (rather than business use), the customer Arbitration Rules(in each case, the "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Section 9, and will be administered by the AAA and settled by a single arbitrator. (The AAA Rules are also available by calling the AAA at 1-800-778-7879.)

All issues in dispute between the parties are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Section.

1732 1st Avenue, No 20997, Brooklyn NY

US, 10128

(h) Location of Arbitration Proceedings. If you are a customer, any arbitration hearings will take place (at your option) either in the county of your residence or by phone, except that is you are a customer whose residence is outside of the United States, the hearing will take place either in New York City, New York or by phone or videoconference, at your option and as permitted by the AAA Rules.

If you are a business (i.e., your use of the Services were for commercial use), then unless Subkit and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location in the United States for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, AAA will determine the location.

If your claim is for ten thousand dollars ($10,000) or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds ten thousand dollars ($10,000), the right to a hearing will be determined by the AAA Rules.

Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. All decisions by the arbitrator will be final and binding and judgment on the award rendered may be entered in any court having jurisdiction.

(i) Costs of Arbitration; Legal Fees. i. Payment of Costs and Expenses. Payment of all filing, administration, and arbitrator costs and expenses imposed by AAA will be governed by the AAA rules, provided that if you are initiating an arbitration against Subkit and the value of the relief sought is ten thousand dollars ($10,000) or less, then Subkit will advance all filing, administrative and arbitration costs and expenses imposed by AAA (subject to reimbursement as set forth below).

Further, if the circumstances in the preceding sentence apply and your claim arises from your use of the Services as a customer, but the value of relief sought is more than ten thousand dollars ($10,000) and you demonstrate to the arbitrator that such costs and expenses would be more expensive than a court proceeding, then Subkit will pay the amount of any such costs and expenses. In the service that the arbitrator determines that all of the claims you assert in arbitration are frivolous according to Federal Rule of Civil Procedure 11, you agree to reimburse Subkit for all such cost and expenses that Subkit paid and that you would have been obligated to pay under the AAA rules.

ii. Payment of Legal Fees. Just as in any court proceeding, each party will initially bear its own attorneys' fees and expenses in connection with any arbitration. Should either party be determined to have substantially prevailed in the arbitration, then upon such party's request, the arbitrator will award such prevailing party the reasonable attorneys' fees and expenses that it incurred in connection with the arbitration, provided that to the extent that the dispute or claim relating to your personal or household use of the Services (rather than business use) Subkit will not seek to recover its attorneys' fees and expenses in an arbitration initiated by you.

The arbitrator may make rulings and resolve disputes as to the reimbursement of attorneys' fees and expenses upon request from either party made within fourteen (14) days of the arbitrator's ruling on the merits.

(j) Future Changes. Notwithstanding any provision in these Terms to the contrary, you and Subkit agree that if Subkit makes any future change to this arbitration provision (other than a change to the Notice Address) Subkit will provide you with notice of such change and you may reject any such change by sending us written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this provision as unmodified by such rejected change.

(k) Special Severability. In the service that any provisions of this Section 9 are found to be invalid or unenforceable for any dispute or claim, then, the entirety of this Section 9 will be null and void with respect to such dispute or claim and Section 23 will apply in lieu of this Section 9.

(l) Opt-Out. You have the right to opt-out and not be bound by the arbitration or class action waiver provisions set forth above by sending (from the email address we associate with you as a User) written notice of your decision to opt-out to email: hello@subkit.com - with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." The notice must be sent within thirty (30) days of your first use of the Services or your agreement to these Terms (whichever is later); otherwise, you will be bound to arbitrate disputes in accordance with the terms of those paragraphs. Note that if you opt-out of these arbitration provisions, Subkit also will not be bound by them.

Licence to the Collabs.io Services

Licence to Services

We grant you a limited, non-exclusive, non-transferable, non-sublicensable (except to sub-Users registered via the Services), revocable right to use our Services solely to

(a) browse the Services and search for, view, register for, or purchase tickets or subscriptions to a service listed on the Services; and/or In addition, by using any search functionality or address auto-population tools, you are bound by the Google Maps/Google Earth Additional Terms of Service (including the Google Privacy Policy).

Restrictions on Your Licence.

Without limitations on other restrictions, limitations, and prohibitions that we impose (in these Terms or elsewhere), you agree you will not directly or indirectly: (a) copy, modify, reproduce, translate, localize, port, or otherwise create derivatives of any part of the Services; (b) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence, and organization of all or any part of the Services; (c) rent, lease, resell, distribute, use the Services for other commercial purposes not contemplated or otherwise exploit the Services in any unauthorized manner; (d) remove or alter any proprietary notices on the Services; or (e) engage in any activity that interferes with or disrupts the Services.

Our Intellectual Property and Copyrights. You agree that all Site Content may be protected by copyrights, trademarks, service marks, trade secrets, or other intellectual property and other proprietary rights and laws. Collabs.io may own the Site Content or portions of the Site Content may be made available to Collabs.io through arrangements with third parties such as Creators. You agree to use the Site Content only for purposes that are permitted by these Terms and any applicable local, state, provincial, national, or other law, rule, or regulation. Any rights not expressly granted herein are reserved.

Trademarks. The trademarks, service marks, and logos of Subkit (the "Subkit Trademarks") and Collabs.io (the “Collabs.io Trademarks”) used and displayed in connection with the Services are registered and unregistered trademarks or service marks of Subkit. Other company, product, and service names used in connection with the Services may be trademarks or service marks owned by third parties (the "Third-Party Trademarks," and, collectively with Subkit Trademarks, the "Trademarks")and Collabs.io (the “Collabs.io Trademarks”). The offering of the Services will not be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in connection with the Services without the prior written consent of Subkit specific for each such use. The Trademarks may not be used to disparage Subkit, any third party or Subkit's or such third party's products or services, or in any manner that may damage any goodwill in the Trademarks. Use of any Trademarks as part of a link to or from any site is prohibited unless Subkit approves the establishment of such a link by prior written consent specific for each such link. All goodwill generated from the use of any Subkit Trademark and Collabs.io Trademarks will inure to Subkit's benefit. A number of issued patents and patents pending apply to the Services. Site Content may also be protected by copyrights owned by Subkit and/or third parties. Please note that if you copy portions of the Services you are violating these patent rights and copyrights.

Licenses and Permits Creators Must Obtain

Your Rights to Submit a Copyright Takedown

Notice - If you are a copyright owner or an agent of a copyright owner and you believe that any content on the Sites infringes your copyrights, you may submit a notice pursuant to the Digital Millennium Copyright Act ("DMCA") by following the directions we provided in Subkit'sTrademark and Copyright Policy.

Scraping or Commercial Use of Site Content is Prohibited

The Site Content is not intended for your commercial use. You have no right to use, and agree not to use, any Site Content for your own commercial purposes. You have no right to and agree not to scrape, crawl, or employ any automated means to extract data from the Site(s).

Fees and Refunds.

Brands ultimately determine the costs of their services and these, with Shopify processing fees added, and will be passed along to customers and absorbed into the product price paid by each User. Be sure to check with your bank or credit card company prior to engaging in a transaction to understand all applicable fees, credit card surcharges, and currency conversion rates.

Refunds

Because all transactions are between a Brand and its respective customers (Users), Collabs.io asks that all customers contact the applicable Brand of their service with any refund requests. Collabs.io will not be held liable under any circumstances for costs and/or damage associated with products not fulfilled arisen from situations with fraud and/or for damage associated with the purchase of the products through non-official means, such as third parties.

Your Content

Licence

We may preserve Your Content and account information and may also disclose Your Content and account information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to (a) comply with legal process; (b) respond to claims that any of Your Content violates the rights of third parties; (c) enforce or administer the Terms of Service, including without limitation, these Terms of Service; and/or (d) protect the rights, property and/or personal safety of Collabs.io, its users and/or the public, including fraud preservision. You understand that the technical processing and transmission of the Services, including Your Content, may involve transmissions over various networks and/or changes to conform and adapt to the technical requirements of connecting networks or devices.

Notices

Notices to you may be sent via email to the address in Collabs.io’s records. If you wish to contact Collabs.io or deliver any notice, you can do so at

Subkit, Inc

1732 1st Avenue, #20997

New York, New York 10128

Modifications to the Terms of Services

Collabs.io reserves the right to modify these Terms from time to time (collectively, "Modifications"). If we believe the Modifications are material, we will inform you about them by doing one (or more) of the following (a) posting the changes through the Services; (b) updating the "Updated" date at the top of this page; or (c) sending you an email or message about the Modifications. Modifications that are material will be effective thirty (30) days following the "Updated" date or such other date as communicated in any other notice to you. Modifications that are simply addressing new functions we add to the Services or which do not impose any additional burdens or obligations on you will be effective immediately. You are responsible for reviewing and becoming familiar with any Modifications. Your continued use of the Services following Modifications constitutes your acceptance of those Modifications and the updated Terms. In certain circumstances, Collabs.io may seek a Modification to these Terms that will only apply to you. This type of Modification must be accomplished by way of a written or electronic document signed by you and an authorized officer of Collabs.io. Collabs.io is constantly evolving our products and services to better meet the needs of our Users. Because of this, we cannot guarantee the availability of certain product features or functionality. Collabs.io reserves the right to modify, replace or discontinue any part of the Services or the entire Service.

Assignment

We may, without your consent or approval, freely assign these Terms and our rights and obligations under these Terms whether to an affiliate or to another entity in connection with a corporate transaction or otherwise.

Entire Agreement

Except as otherwise set forth herein, these Terms constitute the entire agreement between you and Collabs.io and govern your use of the Services, superseding any prior or contemporaneous agreements, proposals, discussions, or communications between you and Collabs.io on the subject matter hereof, other than any written agreement for Services between you and an authorized officer of Collabs.io relating to a specified service or services.

Applicable Law and Jurisdiction

These Terms are governed by the laws of the State of New York, without regard to its conflict of laws rules. These laws will apply no matter where in the world you live. But if you live outside of the United States, you may be entitled to the protection of the mandatory customer protection provisions of your local customer protection law. Collabs.io is based in New York City, New York, and any legal action against Collabs.io related to our Services and that is not precluded by the arbitration provisions in these Terms must be filed and take place in New York. Thus, for any actions not subject to arbitration, you and Collabs.io agree to submit to the personal jurisdiction of the federal or state courts (as applicable) located in New York City, New York

Feedback

We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Services ("Feedback"). 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.

Third-Party Websites; Linked Accounts; Third-Party Offers

The Services may provide, or Users may provide, links to other Internet websites or resources. Because Collabs.io has no control over such websites and resources, you acknowledge and agree that Collabs.io is not responsible for the availability of such websites or resources, and does not endorse and is not responsible or liable for any Content, advertising, offers, products, services, or other materials on or available from such websites or resources, or any damages or losses related thereto, even if such websites or resources are connected with Subkit partners or third-party service providers.

Additional Miscellaneous Provisions

Our failure to enforce any part of these Terms will not constitute a waiver of our right to later enforce that or any other part of these Terms. No oral waiver, amendment, or modification of these Terms will be effective. If any provision of these Terms is found to be unenforceable, that part will be limited to the minimum extent necessary and the other provisions of these Terms remain in full force and effect. Section titles in these Terms are for convenience and have no legal or contractual effect. No independent contractor, agency, partnership, joint venture, or other such relationship is created by these Terms. We may freely assign any of our rights and obligations under these Terms. We may translate these Terms into other languages for your convenience. If there is a conflict between the English version and a translated version, the English version will control.