Terms of Service

This document titled "Terms of Service" ("Agreement") is made and entered into effective as of February 26, 2023, by and between Sistah Chatta Corporation ("Company"), a New York corporation, and the users ("Users") of the Company's product discovery platform located at www.sistahchatta.com ("Website"). WHEREAS, the Company is engaged in the business of providing authentic product reviews geared towards black women, similarly to influenster.com; and WHEREAS, the Company seeks to outline the terms and conditions governing the use of the Website and the Company's services; NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:

Introduction And Acceptance Of Terms

This Agreement constitutes a legally binding agreement between the Users and the Company, governing access and use of the Website. By accessing or using the Website, Users acknowledge that they have read, understood, and agree to be bound by the terms and conditions outlined in this Agreement, as well as any related guidelines, rules, or policies that may be published from time to time on the Website. If Users do not agree with any part of these Terms, they must not use the Website. Users' continued use of the Website is an affirmation of their consent to these Terms and any modifications thereof.

Modification Of Terms

The Company reserves the right to modify, update, or revise the Terms of Service at any time at its sole discretion. Such modifications will become effective upon posting on the Website. Users will be notified of significant changes through a notice on the Website or via email. Continued use of the Website or the Company's services following the posting of any modifications indicates acceptance of the new Terms. It is the Users' responsibility to review the Terms periodically to remain aware of any changes.

Description Of Services And Subscriptions

The Company provides a product discovery platform through its Website that offers authentic product reviews geared towards black women. The primary services include access to unbiased product reviews, user-generated content, and a community space for discussions and interactions among Users. The Company may also offer Subscription Services and premium features that provide enhanced user experiences and access to exclusive content. These Subscription Services may include but are not limited to: a. Sponsored Reviews & Features: Brands may pay to have their products featured on the Website in dedicated spotlight sections. b. Paid Campaigns & Influencer Collaborations: The Company may offer brands the opportunity to launch campaigns with targeted members of the Sistah Chatta community. c. Affiliate Marketing: Users may purchase products through affiliate links provided on the Website, through which the Company may earn a commission. By using the Services and Subscription Services, Users agree to comply with all terms and conditions outlined in this Agreement.

User Accounts

Users are required to create an account ("Account") in order to access certain features of the Services provided by the Company. The Account creation and ongoing management involve the following responsibilities and conditions:

a. Account Creation: Users must provide accurate and complete information during the registration process and must keep this information up-to-date. The necessary information includes name, email address, username, and password, along with additional details if Users opt to log in via social media.
b. Account Security: Users are responsible for maintaining the confidentiality of their password and account details. Any activities that occur under the Account are the responsibility of the User. If Users suspect any unauthorized use of their account, they must promptly notify the Company.
c. Account Restrictions: Users are prohibited from using another User’s account without permission. Users must ensure that their account usage does not violate the Company’s guidelines, including but not limited to the prohibition of hate speech, explicit content, and any illegal activities as detailed in the User Conduct and Obligations clause.
d. Subscription Services: If Users subscribe to any premium features or services offered by the Company, they must comply with the terms outlined in the Description of Services and Subscriptions clause.
e. Account Termination: Users can terminate their account at any time, and the Company reserves the right to suspend or terminate accounts that violate these terms, as detailed in the Suspension and Termination clause.
f. Usage Data: By creating an account, Users consent to the collection and use of their data as described in the Privacy Policy. This includes basic profile information, user preferences, browsing behavior, user-generated content, transactional and reward data, location details, device information, and compliance with tracking and data-sharing opt-out provisions.

User-Generated Content

Users may create and share content, including but not limited to product reviews, photos, videos, comments, and discussions ("User-Generated Content" or "Content") on the Website, subject to the following terms:

Ownership and License: Users retain ownership of their Content. By posting Content on the Website, Users grant the Company a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Content in connection with the Website and the Company’s (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Website in any media formats and through any media channels.
Prohibited Content: Users must not post any Content that:
- Promotes hate speech, discrimination, racism, sexism, homophobia, transphobia, ableism, or religious intolerance.
- Contains explicit, sexual, or pornographic material, including language, gestures, or links to external adult content.
- Depicts violence, threats, or harassment towards individuals or groups.
- Contains false, misleading, or deceptive information, including fake reviews, false product claims, or deceptive endorsements. Sponsored reviews must be clearly disclosed.
- Promotes illegal or harmful activities, including illegal drugs, weapons, or dangerous activities.
- Violates personal data and privacy by sharing contact details, addresses, financial information, or confidential data. Doxxing is prohibited.
- Constitutes spam, excessive self-promotion, or unauthorized advertising. Affiliate links must comply with Company’s guidelines.
- Involves copyrighted or stolen content without appropriate permissions.
- Impersonates someone else or engages in fraudulent behavior.
- Uploads malicious software or attempts hacking or compromising platform security.
Reporting and Moderation: Users can report inappropriate Content via in-platform reporting tools or dedicated support channels. Reported Content will be reviewed by the Company’s moderation team, which aims to address reports within a specified timeframe. Actions may include removal of Content, user warnings, suspensions, or bans.
Responsibility: Users are solely responsible for their Content. Although the Company reserves the right to review and remove any Content that violates these terms, Users understand that all Content is their own responsibility, and any repercussions from such Content are theirs to bear.
Content Removal and Appeals: The Company reserves the right to remove Content that violates these terms without prior notice. Users can appeal any action taken against their Content by providing additional context or information, which will be reviewed by a neutral team or individual to ensure fairness.
Compliance: Users must comply with all relevant laws and regulations when posting Content.

User Conduct And Obligations

In order to maintain a safe and respectful community, Users are expected to adhere to the following conduct and responsibilities guidelines when using the Website:

Respectful Interaction: Users must engage respectfully with other Users, avoiding any language or actions that promote hate speech, discrimination, harassment, or threats. Content that is racist, sexist, homophobic, transphobic, ableist, or promotes religious intolerance is strictly prohibited.
Prohibited Content:
- Users are forbidden from sharing explicit, sexual, or pornographic content, including nudity and sexually explicit language.
- Content depicting violence, abuse, or self-harm is not allowed.
- Users should not post false, misleading, or deceptive information, including fake reviews or fraudulent endorsements. Sponsored content must be clearly disclosed.
Legal and Ethical Standards:
- Promotion or discussion of illegal activities, including drugs, weapons, or fraudulent schemes, is prohibited.
- Users must respect privacy by not sharing personal data, contact details, or financial information of themselves or others. Doxxing is strictly forbidden.
Content Ownership and Authorship: Users may only upload content that they own or have permission to use. Unauthorized use of copyrighted material, brand logos, or stock images is prohibited.
Spam and Unsolicited Promotion: Unrelated business promotions, spam, and excessive self-promotion are not allowed. Affiliate links must adhere to Sistah Chatta’s guidelines.
Impersonation and Security: Users must not impersonate others, create fake profiles, or engage in fraudulent activities. Uploading malicious software, viruses, or attempting to compromise platform security is prohibited.
Fair Use and Participation:
- Participate honestly and respectfully in the community, contributing genuine reviews and feedback.
- Users should follow any additional community guidelines outlined under Clause 5: User-Generated Content.
Reporting Violations:
- Users are encouraged to use in-platform reporting tools for flagging inappropriate content or behavior.
- The Company reserves the right to review and remove any content or terminate any account that violates these guidelines.

The Company takes the privacy of its Users seriously. This Privacy Policy sets forth the Company's practices regarding the collection, use, and protection of personal data provided by the Users. By using the Website and the Company's services, Users acknowledge and agree to the collection and use of information in accordance with this policy. The types of information the Company may collect include, but are not limited to, basic user information (such as name, email address, username, password), user preferences and interests, browsing and engagement data, user-generated content data, transactional and reward data, location data, and device and technical information. The Company may use this information to improve website functionality, personalize user experience, analyze site usage, prevent fraudulent activities, and comply with legal obligations. Users have the right to access, correct, and delete their personal data, and may also opt out of certain data collection practices. Detailed information on the Company's data collection and usage practices can be found in the Company's comprehensive Privacy Policy, accessible on the Website. Users are encouraged to read the Privacy Policy to fully understand their rights and the Company's obligations.

Intellectual Property Rights

The Company retains all rights, title, and interest in and to the Website, including but not limited to all content, features, functionality, designs, interfaces, and any related intellectual property, whether registered or unregistered, under applicable law. This includes trademarks, service marks, logos, patents, patents pending, copyrights, trade secrets, and any other proprietary information, collectively referred to as 'Intellectual Property'.

a. Ownership of Intellectual Property: All Intellectual Property associated with the Website and any of the Company's services remains the exclusive property of the Company. Users acknowledge and agree that by accessing, using, or contributing to content on the Website, they do not acquire any ownership rights or an interest in any of the Intellectual Property.
b. User-Generated Content: Users retain ownership over any content they upload or submit to the Website, including but not limited to product reviews, photos, videos, and comments ('User-Generated Content'). However, by submitting such content, Users grant the Company a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, and sub-licensable right to use, reproduce, distribute, display, publish, adapt, modify, create derivative works from, and otherwise exploit such content in any format or medium now known or later developed. This grant of rights is necessary for the platform's operation and promotion.
c. Restrictions on Use: Users are prohibited from using any Intellectual Property of the Company for commercial purposes without obtaining prior written consent. Users may not copy, reproduce, distribute, modify, or otherwise exploit any part of the Intellectual Property, except as expressly permitted under this Agreement.
d. Third-Party Content: Any third-party content, such as brand logos or third-party reviews, available on the Website is owned by their respective owners and is used by the Company under permission or in accordance with applicable laws. Users must not use third-party content for any unauthorized purposes.
e. Infringement Reporting: If Users believe that their intellectual property rights have been violated on the Website, they should provide a detailed notice of the alleged infringement, including relevant proof of ownership, to the designated Company’s intellectual property agent identified in the Notices clause. The Company will investigate and take appropriate action, which could include removing the infringing content or terminating the infringer's account.

Third-Party Links And Services

The Website may contain links to third-party websites, products, or services that are not owned or controlled by the Company. The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites, products, or services. Users acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third-party content, goods, or services available on or through any such websites or services. Users are encouraged to be aware when they leave the Website and to read the terms and conditions and privacy policy of each other website that they visit. The inclusion of any third-party links or services does not imply endorsement by the Company of the third-party website, product, or service. Users should use their own discretion and undertake any necessary research before proceeding with any transaction or interaction with any third-party websites, products, or services.

Suspension And Termination

The Company reserves the right to suspend or terminate access to the Services and the User accounts under the following circumstances:

a. Violation of User Conduct and Obligations: If Users engage in activities that violate user conduct guidelines as detailed in Clause 6, including, but not limited to, hate speech, explicit content, violence, harassment, misleading information, or any illegal activities.
b. Security and Technical Issues: If there are security breaches or any technical problems that affect the integrity, security, or proper functioning of the platform, resulting in either temporary or permanent suspension until the problem is resolved.
c. Maintenance: Periodic maintenance, updates, or upgrades essential for the smooth operation and enhancement of the platform. The Company shall attempt to provide advance notice to Users, where feasible.
d. Compliance with Legal and Regulatory Requirements: When required under the law or governmental request, the Company may suspend or terminate services to ensure compliance.
e. Non-payment: Failure to make timely payments for subscription fees or other dues associated with the premium features or services offered by the platform.
f. Termination of Service: In situations where the Company decides to fully discontinue or cease the services offered, either due to business closure, bankruptcy, legal violations, or other critical circumstances. Users will be given prior notice to export data or redeem outstanding rewards, where applicable.
g. User Request: Upon the receipt of a valid account termination request by the User, the account will be terminated, and any content or data associated with the account will be removed as per the Privacy Policy in Clause 7.

Disclaimers And Limitations Of Liability

The Company provides the Website and its services on an 'as is' and 'as available' basis without any warranties of any kind, whether express or implied. The Company makes no representations or warranties of any kind concerning the completeness, accuracy, reliability, suitability, or availability of the Website or the information, products, services, or related graphics contained on the Website for any purpose. Any reliance you place on such information is therefore strictly at your own risk.

To the maximum extent permitted by applicable law, in no event shall the Company, its affiliates, directors, employees, agents, advisors, or suppliers be liable for any direct, indirect, incidental, special, consequential, or punitive damages, including but not limited to, damages for loss of profits, revenue, data, use, or other intangibles, even if the Company has been advised of the possibility of such damages.

The Company shall have no liability for any failure or delay due to matters beyond its reasonable control, including but not limited to, acts of God, earthquake, fire, flood, embargoes, war, acts of terrorism, governmental actions, labor disputes, strikes, interruptions of or delays in transportation, unavailability of third-party services, or failure of third-party software or technology.

Users expressly acknowledge and agree that their access to and use of the Website and services are at their own discretion and risk. It is the responsibility of Users to evaluate the accuracy, completeness, and usefulness of the content and other information provided through the Website.

The Company’s total liability to Users for any claim arising out of or relating to these Terms or the use of the Website, regardless of the form of the action, will be limited to the amount, if any, paid by the User to the Company for the service during the twelve months preceding the claim.

Indemnification

Users agree to indemnify, defend, and hold harmless Sistah Chatta Corporation ('Company'), its affiliates, directors, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys' fees) arising out of, resulting from, or in any way connected with

(a) Users' access to or use of the Website and services
(b) Users' violation of any term or condition here in
(c) any User-Generated Content submitted by Users
(d) Users’ infringement of any third-party rights, including without limitation, any intellectual property rights, publicity, confidentiality, property, or privacy right
(e) any claim that Users have caused damage to a third party. This indemnification obligation will survive any termination or expiration of this Agreement and remain in effect.

Dispute Resolution And Governing Law

In the event of any disputes or claims arising out of or in connection with this Agreement, the following procedures shall be followed to resolve such disputes and the governing law applicable shall be as set forth herein:

a. Good Faith Negotiations: The parties agree to first attempt to resolve the dispute informally through good faith negotiations.
b. Mediation: If the parties are unable to resolve the dispute through negotiation within thirty (30) days, they agree to attempt to resolve the dispute through mediation administered by a mediator mutually agreed upon by the parties. The mediation shall take place in New York, within thirty (30) days after the written request for mediation by either party.
c. Binding Arbitration: If the dispute is not resolved through mediation, the parties agree that the dispute shall be settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in New York. The arbitrator shall have the authority to grant any remedy or relief that the arbitrator deems just and equitable and within the scope of this Agreement, including, but not limited to, specific performance of any obligation created under the Agreement, the awarding of punitive damages, and awards of attorneys’ fees and costs in accordance with applicable law. The arbitrator's decision shall be final, binding, and enforceable in any court of competent jurisdiction.
d. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. The parties agree to the exclusive jurisdiction of the courts located in New York, New York for any legal action involving disputes or claims stemming from this Agreement, provided the action is not subject to arbitration.
e. Waiver of Jury Trial: The parties hereby waive their right to a trial by jury in any legal action or proceeding arising out of or related to this Agreement.
f. Time Limitation: Any cause of action or claim you may have arising out of or relating to this Agreement must be commenced within one (1) year after the cause of action accrues; otherwise, such cause of action or claim is permanently barred.

Modifications And Termination Of Services

The Company reserves the right to modify or terminate its services provided through the Website at any time, with prior notice to the Users as follows:

a. Notice of Modifications: The Company will provide Users with notice of any significant modifications to the services. Such notice will be given at least thirty (30) days prior to the effective date of the modification, and will be communicated via email or prominently displayed on the Website.
b. Notice of Termination: In the event that the Company decides to permanently terminate its services, Users will be given at least sixty (60) days' notice prior to the effective date of termination. This notice will be communicated through the same channels as described in sub-clause (a).
c. Temporary Suspension: For temporary suspension of services due to maintenance, security breaches, technical failures, or other operational reasons, the Company will make reasonable efforts to notify Users at least twenty-four (24) hours in advance or as soon as possible in the case of an emergency.
d. User Rights upon Termination: Upon termination of services, Users will have the opportunity to export any user-generated content or redeem any outstanding rewards within the notice period specified.
e. Limitation of Liability: The Company shall not be liable for any modification, suspension, or termination of services, except as expressly provided in this Agreement.

Notices

All legal notices and communications under this Agreement shall be in writing and deemed effectively given:

(i) Upon personal delivery to the party to be notified.
(ii) When sent by email with confirmation of receipt.
(iii) When sent by registered or certified mail, return receipt requested, postage prepaid.
(iv) When sent by nationally recognized overnight courier, specified for next-day delivery, with written verification of receipt.

Notices to Users shall be sent to the email address or physical address registered with the User's account unless the User notifies the Company of a different address in accordance with the notice procedures outlined here.

Users are responsible for ensuring that their contact information is up-to-date and accurate. Notices to the Company shall be sent to the following address: Sistah Chatta Corporation, Attn: Legal Department, [Insert Company's Physical Address], with a copy sent via email to legal@sistahchatta.com.

Both parties agree to accept service of process by mail, in addition to any other methods allowed under applicable law.

General Provisions

a. Severability: If any provision of this Agreement is found to be illegal, void, or unenforceable for any reason, such provision shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions.
b. Entire Agreement: This Agreement, including any attachments, exhibits, and referenced policies, constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous representations, understandings, agreements, or communications, whether written or oral.
c. Waiver: The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of future enforcement of that right or provision. Waivers shall only be effective if in writing and signed by the party against whom enforcement is sought.