Transcend

Terms & Conditions

Part 1 - Introduction

1 Our terms

1.1 These are the terms and conditions ('Terms') under which you ('You') can access the Transcend platform currently available via https://transcendyourskin.com or a successor website made available by Transcend for this purpose and notified to You (the 'Platform'). Through the Platform, under these Terms, You can purchase digital wearable non-fungible tokens ('NFTs'), and utilise, display, sell and manage your NFTs on the Platform and through a range of metaverse platforms and online environments available to You via the Platform and/or through other third party platforms (each a 'Third Party Environment').

1.2 To take advantage of any Third Party Environment features, You may be required to sign up or log into such Third Party Environments or their respective websites or applications. You acknowledge that any use of such Third Party Environment is governed solely by the terms and conditions and privacy policy of such Third Party Environment, and that We do not endorse, are not liable for, and make no representation as to any Third Party Environment, its content, or the manner in which such Third-Party Environment uses, stores or processes any data. We do not control Third Party Environment features and functionality, which may change without notice to Us and You. If any Third Party Environment stops providing access to some or all of the features or functionality currently or historically available to Us, or stops providing access to such features and functionality on reasonable terms, as determined by Us in our sole discretion, We may stop providing access to certain features and functionality of the Platform and its related services. We will not be liable to You for any refunds or any damage or loss arising from or in connection with any such change made by a Third Party Environment or any resulting change to the Platform and its related services.

1.3 By using the Platform in any way, You agree to be bound by these Terms. If You do not accept these Terms, do not use the Platform.

2 Who We are and how to contact Us

2.1 'Transcend', 'We' or 'Us' is a reference to the Digital Fashion Group Limited, a company registered in England & Wales under Company Registration Number 13938961. Our address is 35 Ballards Lane, London, N3 1XW, UK.

2.2 You can contact Us via email at support@transcendyourskin.com.

2.3 If We need to contact You, We will do so by using the email address You have provided to Us via the Platform, or via your account on the Platform (your 'Account').

Part 2 – access to and use of the Platform

3 The Platform

3.1 We provide the Platform to You on the basis of these Terms. These Terms may be updated by Us from time to time (due to, for example, changing technologies, a change in the law, obsolescence, new or different product features, changing content providers or the need to remove, replace or modify content) by posting the updated Terms on the Platform without prior notification to You (although We will use reasonable endeavours to provide You with advance notice). When You access the Platform at any time in the future, such updated Terms then in force shall apply to your use of the Platform. You should check the Terms for updates each time You access the Platform.

3.2 We may update and change the Platform from time to time to reflect our users’ needs and our business priorities.

3.3 The Platform is not directed to people residing in this list https://www.transcendyourskin.com/territories of restricted territories, which We may update from time to time without prior notification to You (the 'Restricted Territories' and each a 'Restricted Territory') and You are not permitted to use the Platform if you reside in a Restricted Territory. We do not represent that content available on and/or through our Platform is appropriate for use or available in the Restricted Territories.

3.4 We do not guarantee that the Platform will always be available or be uninterrupted. We may suspend or restrict of availability of all or any part of the Platform for business or operational reasons. Any support provided to You is for information purposes only. We reserve the right to make changes to the Platform at any time; or not to reply to any queries; or not provide support in connection with the Platform (although We will use reasonable endeavours to provide You with advance notice).

3.5 We reserve the right to decline or cancel a Platform registration or Account at any time. You are also responsible for ensuring that all persons who access the Platform through your internet connection are aware of these Terms and that they comply with them.

3.6 We make no representation to you and shall have no liability whatsoever in relation to any transaction completed or contract entered into between You and a pre-sale partner ('Pre-SalePartner') for the sale of pre-sale mint tokens in connection with an upcoming Transcend NFT collection. You acknowledge that you enter into any such arrangements at your own risk.

3.7 We are not responsible for websites We link to and We have no control over the contents of those sites or resources. This includes any website We or another Transcend user links You to or when You are using the Transcend Discord Server in relation to our Platform and/or your NFTs. Where the Platform or the Transcend Discord Server contains links to other sites and resources provided by third parties, including any Pre-Sale Partner, these links are provided for your information only and You acknowledge that you access any such third-party websites at your own risk. We make no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transaction completed, and any contract entered into by You, with any such third party, including with any Pre-Sale Partner. Such links should not be interpreted as approval by Us of those linked websites or information You may obtain from them and it is your responsibility to review any terms and conditions for any linked websites.

3.8 The Platform may include information and materials supplied by third parties (such as Discord), our pre-Sale Partners and other commercial partners, and by other users of the Platform. This information and these materials have not been verified for accuracy or completeness, nor have they been endorsed or approved by Transcend. The views expressed by third parties on the Platform do not necessarily represent our views or values.

3.9 You are responsible for configuring your information technology, computer programs and platform to access our site. You should use your own virus protection software. We do not guarantee that our Platform will be secure or free from bugs or viruses.

3.10 We reserve the right to, at any time, prevent You from using the Platform and/or your NFTs on the Platform and/or on any Third Party Environments (including making any purchases via the Platform), including where necessary terminating or suspending your Account, if We reasonably suspects that You are in breach of these Terms and/or any applicable laws.

3.11 You may cancel your Account at any time by contacting Us using the contact details provided above.

4 Age restrictions and parental controls

4.1 By creating an Account to use the Platform, You confirm that either:

(a) You are at least 18 years old (or, if higher, the age of majority in your country of residence), or

(b) You are at least 18 years old (or, if higher, the age of majority in your country of residence) and You have given your permission for a minor aged at least 13 years old to use your Account on your behalf. By giving your permission in this way You confirm that you are responsible for all of the actions of any such minor so using the Platform and/or your Account.

4.2 We reserve the right to terminate or suspend your Account if We reasonably suspect that the Account was created and/or used in breach of this paragraph 4.

5 Your conduct

5.1 You are not permitted to use the Platform for any immoral, illegal, abusive or harmful purposes, or in any way that harms the reputation of Transcend or its partners. You are not permitted to use the Platform to cause harm, annoyance, inconvenience or needless anxiety to any person.

5.2 You must not misuse the Platform in a way that may impair the performance, corrupt the content or otherwise reduce the overall functionality of the Platform or by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Platform, the server on which the Platform is stored or any server, computer or database connected to the Platform. You must not attack the Platform via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, You would commit a criminal offence. We will report any such breach to the relevant law enforcement authorities and We will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Platform will cease immediately.

5.3 You agree:

(a) to provide and maintain correct and up-to-date information about yourself when you use the Platform, including in respect of your Account;

(b) not to license, sell, rent, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit or otherwise make the Platform available to any third party (except in accordance with these Terms);

(c) not to access all or any part of the Platform in order to build a product or service which competes with the Platform;

(d) not to attempt to copy, modify, translate, adapt, create derivative works of, display, transmit or distribute all or any part of the Platform;

(e) not to attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform;

(f) not to use, display, mirror or frame the Platform, or any individual element within the Platform, our name, any Transcend trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without our express written consent; and

(g) not to use any robot, spider, other automatic device or manual process to monitor, download, copy or keep a database copy of the content made available through the Platform.

5.4 You agree to be fully responsible for any claim, expense, liability, losses or costs (including legal fees) incurred by Transcend arising from your breach of these Terms.

6 Making purchases and sales via the Platform

When You place an order and/or enter an auction on the Platform to purchase NFTs, or when You sell an NFT on the Platform, You will be subject to our 'NFT Purchase and Sale Terms', which can be accessed here https://www.transcendyourskin.com/sales.

7 Points

7.1 You are able to collect points ('Points') through certain activities which are made available to You on the Platform from time to time. You may be able to redeem Points against a range of rewards and digital experiences on the Platform, which are made available to You via the Platform from time to time.

7.2 Please note that such rewards and/or digital experiences may be subject to additional terms and conditions, which We will notify You of when making the relevant rewards and/or digital experiences available to You.

7.3 Points do not have any specific monetary value and cannot be redeemed for cash or currency.

7.4 We reserve the right to change or update the way in which Points can be used on the Platform at any time and without prior notice to You (although We will use reasonable endeavours to provide You with advance notice).

8 Uploading content to the Platform

8.1 If You choose to, You can upload an image to the Platform, via your Account, to be used in certain account features such as the Transcend fitting room, where You can virtually try on an NFT and/or a combination of NFTs (a 'Virtual Fitting').

8.2 By uploading any image to the Platform You warrant that You are the owner of the image, or have the necessary rights to upload the image in accordance with these Terms and You agree to be fully responsible for any cost, loss or liability which We may incur by reason of your breach of that warranty.

8.3 Any images or other content You upload to the Platform will be considered non-confidential and non-proprietary. You retain all of your ownership rights in your content, but You are required to grant Us and other users of our Platform a limited licence to use, store and copy that content for the purpose of operating the Platform, and to distribute and make it available to third parties. This use includes in relation to providing You with a Virtual Fitting and allowing (where applicable) You to share the results of the Virtual Fitting with other users on the Platform.

8.4 We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by You to the Platform constitutes a violation of their intellectual property rights or of their right to privacy.

8.5 We reserve the right to remove any content You upload to the Platform which breaches these Terms and/or any applicable laws.

9 Linking to the Platform

9.1 You may link to the home page of the Platform, provided You do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

9.2 You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

9.3 We reserve the right to withdraw linking permission without notice.

10 Your security

10.1 If You choose, or You are provided with, a user identification code, password or any other piece of information as part of the Platform's security procedures or via setting up or accessing your Account, You must treat such information as confidential. You must not disclose any security information in relation to your Account to any third party for any reason.

10.2 Your Account details are linked to your Transcend digital wallet, which allows You to purchase NFTs and other items on the Platform. You must therefore treat your Account login details as confidential and must not disclose these to any third party.

10.3 If You choose to link an external payment form to your Account (for example, a MetaMask Wallet), You must treat your login details for this external payment form as confidential and must not disclose these to any third party. We do not accept any responsibility for the security of your account(s) or any related sensitive information with any external payment form provider.

10.4 You are responsible for all activity undertaken on your Account and You must also inform Us immediately if there has been any unauthorised usage of your Account or breach of security. We are not liable for any loss or damage suffered as a result of any such unauthorised use unless such loss or damage arises directly from Transcend's failure to provide the Platform with reasonable care and skill.

11 Intellectual property

11.1 All material on the Platform is the property of Transcend and/or its licensors and is protected by copyright and other intellectual property rights. During the term of your agreement with Us and conditioned upon your compliance with all the Terms, We grant You a limited, non-exclusive, non-transferable, and non-sublicensable right to access and use the applicable Services set out in these Terms for the following purposes only:

(a) your personal, non-commercial use (e.g. using and displaying the NFTs on the Platform or other Third Party Environments); or

(b) to re-sell NFTs to other users through the Platform's NFT marketplace ('Marketplace'). If You are engaged in resales, You will be subject to our 'NFT Purchase and Sale Terms', which can be accessed here https://www.transcendyourskin.com/sales.

Part 3 – special terms regarding use of NFTs

12 Use of NFTs

12.1 You are able to enjoy and use your NFTs through Third Party Environments which You select as part of your order or otherwise choose to add to the functionality of your NFT at a later date.

12.2 Through the Platform, We will provide You with instructions on how to integrate your NFTs' metadata into the Third Party Environments available to You, so You can utilise and enjoy the functionality of the relevant digital wearable(s) on these Third Party Environments. This will include providing You with links to the relevant files stored on our servers for utilising the NFTs in these Third Party Environments. Please contact Us, either via the Platform or using the contact details above, if You need any help on this integration.

12.3 There may be special terms governing the use rights for certain digital wearables forming part of your NFT(s) on certain Third Party Environments. If this is the case, We will notify You of these special terms through the Platform before You purchase, via the Platform, the functionality of your NFT(s) on the applicable Third Party Environment(s).

12.4 Please note that if You are no longer the owner of the NFT, We will remove your ability to use the respective NFT via the Platform and/or any applicable Third Party Environments via the Platform.

12.5 Please note that unless otherwise stated in the NFT Purchase and Sale Terms your purchase of NFTs does not include the purchase of any intellectual property rights in the NFTs. You are not permitted to create any works (including other items of digital artwork) containing part or all of the image or design contained within the NFT without our express written permission.

12.6 We do not warrant that You can use your NFTs in any way other than as described under these Terms. We do not warrant that your NFTs have any value outside of the Platform and/or any Third Party Environments utilising your NFT(s) via the Platform.

Part 4 – Other important terms

13 Limitation of Liability

13.1 Nothing in these Terms shall limit our liability for: (i) death or personal injury caused by our negligence; (ii) fraud or fraudulent misrepresentation; or (iii) to the extent liability cannot be excluded or limited under any applicable law.

13.2 We are not liable for any losses, or any failure or delay in the performance of any obligations under these Terms, due to any actions beyond our control including, but not limited to, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes, loss or malfunctions or utilities, communications or computer (software and hardware) services.

13.3 We shall not be liable or responsible to You for any losses resulting from: (i) You having breached these Terms or otherwise having acted unlawfully; or (ii) any legal or regulatory requirement imposed on Transcend; or (iii) any arrangements entered into between You and a Pre-SalePartner.

13.4 We are responsible for loss or damage You suffer that is a foreseeable result of our breaking our contract with You or our failing to use reasonable care and skill. Loss or damage is foreseeable when it is obvious that it will happen.

13.5 We are not liable for business losses. We have no liability to You for any loss of profit, loss of business, business interruption, or loss of business opportunity.

13.6 Except as explicitly set out in these Terms, We make no express or implied representation or warranties of any kind in relation to the Platform including but not limited to:

(a) availability, accessibility, timeliness and uninterrupted use of the Platform; and

(b) sequence, accuracy, completeness, timeliness or the security of any data and/or information provided to you as part of the Platform.

13.7 In relation to any NFT You purchase and/or use via our Platform, You acknowledge that: (i) the prices of such NFTs on the secondary market are subjective, may be volatile, and may decrease as compared to the price paid to purchase the NFT from Transcend; (ii) applicable laws and regulations governing NFTs and related technologies including cryptocurrencies and blockchain may develop from time to time, and that such developments may adversely affect your use of such NFTs; (iii) You are solely responsible for calculating and paying all applicable taxes that You owe in relation to your activity on the Platform and any related transactions, and Transcend has no liability to You in relation to any such tax calculations and/or payments to any tax authorities; and (iv) Transcend does not control any of the public blockchains (including certain smart contracts and protocols) that You may be interacting with when You are using the Platform and/or any Third Party Environments.

14 Data Protection

We will only use your personal information as set out in our privacy notice, which is available via our website at https://www.transcend.fashion/privacy.

15 General terms and conditions

15.1 These Terms are between You and Us. No other person shall have any rights to enforce any of its terms.

15.2 You need our consent to transfer your rights under these Terms and/or in relation to any NFT(s) purchased via the Platform to someone else. You may only transfer such rights or obligations under these Terms to another person if We agree to the transfer in writing.

15.3 These Terms can only be varied by agreement between Us and You. No variation of the Terms is effective unless in writing and agreed by the parties or their authorised representatives.

15.4 If a court finds part of these Terms illegal, the rest will continue in force. Each clause of the Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining clauses will remain in full force and effect.

15.5 These Terms are governed by English law and You can bring legal proceedings in respect of the Terms in the English courts. Additionally, if You are a consumer living in Scotland, You can bring legal proceedings in respect of the Terms in either the Scottish or the English courts; or if You are a consumer living in Northern Ireland, You can bring legal proceedings in respect of the Terms in either the Northern Irish or the English courts.