Membership Agreement
Introduction
Karmafan Limited (“Karmafan.com”) is in the business of making information available to customers via its electronic content and information publishing website service and enabling Members (as defined herein) to requisition patronage payments to Artists (as defined herein) (the “Service(s)” and as defined in the Terms & Conditions).
Access to and use of the Karmafan.com Website, Software and Services are subject to the Terms and Conditions, Privacy Statement and Membership Agreement which may be changed, amended, updated and or replaced (in whole or in part) from time to time. Such changes, amendments, updates and or replacements shall be notified on the Website. Creating an account with Karmafan.com or otherwise using or accessing the Services, Software and or Website will signify your acceptance of all of these terms and policies and constitute a binding agreement between you and Karmafan.com (“Membership Agreement”). If you do not agree to these terms, do not use the Services or Software and stop accessing the Website immediately.
The Services are operated by Karmafan.com.. The Services include the Karmafan.com Website and Software that provides you the capability to order, access, subscribe and requisition patronage payments to various Artists, publications and other content. Use of any payment requisition, account or reader software may be further subject to separate Karmafan.com and or third party license agreements and terms and conditions.
We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Karmafan.com Services (or any part thereof) with or without notice. You agree that Karmafan.com shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services (or any party thereof).
1 Definitions
1.1 In the Membership Agreement and the Terms & Conditions (including the Recitals and Schedule(s)) the following words shall have the following meanings:
“Artist Account” means any creative artist who has validly and legitimately registered with Karmafan.com and has agreed to the Artist Membership Agreement;
“Affiliate” means in relation to any company any subsidiary or holding company of Karmafan.com or any subsidiary of the holding company, or any other entity controlling or controlled by such company;
“Business Day” means a day on which the banks are open for normal business in Dublin, Ireland;
“Confidential Information ” means any of the following whether (a) disclosed by or on behalf of Karmafan.com orally or in writing or (b) learned through observation or examination of any documents, books, records, projections, business plans, data, software (whether in executable code, object code or source code), hardware, peripherals, brochures, documents literature or products of Karmafan.com and in particular but without prejudice to the generality of the foregoing, disclosed through a presentation of the Website, Services, Software, agreements and business plans;
- any information or content in which Karmafan.com claims a proprietary, interest, licence and/or confidential interest;
- all confidential matters of Karmafan.com (whether marked as confidential or not) including, without limitation, all publications and content (whether in draft or finalised form), records, plans, models, text, accounts, software (whether in executable code, object code or source code), templates, agreements, arrangement, practices, banking arrangements, trade secrets, proposals, business plans, Know-how, inventions, techniques, processes, customer lists, content and information, financial information, forecasts, analyses, compilations, sales and marketing plans, reports, market research, interpretations, manuals, handbooks, pamphlets, booklets, books, studies, designs, drawings and any other material bearing or incorporating any information or content in relation to the Website and or Services;
- any information or content of a confidential nature concerning the Website or Services or Karmafan.com’s actual or potential members, customers or suppliers; and
- any information or content Karmafan.com has received from others which Karmafan.com is obliged to treat as proprietary and/or confidential;
- any and all business, technical, financial, operational and technical details or other information content created, learned, disclosed (intentionally or otherwise) or exchanged between the parties;
“HTML” means Hypertext Mark-up Language, being a set of codes that can be inserted into text files to indicate special type-faces, inserted images and links to other hypertext documents;
“Hypertext Link” means a link embedded within a page using HTML permitting a user to access another point in the same or another page or webpage, which link triggers other pages to be displayed;
“Intellectual Property Rights” means Know-how, patents, rights in design, trade marks, trading, business or domain names and email addresses, copyrights (including any such rights in typographical arrangements, websites or software) whether registered or not and any applications to register or rights to apply for registration of any of the foregoing, rights in inventions, know-how, trade secrets and other confidential information, rights in databases and all other intellectual property rights of a similar or corresponding character which subsist now or in the future in any part of the world;
“Know-how” shall mean all knowledge, experience, drawings, data, designs and information, whether technical, operational or otherwise, in the possession of Karmafan.com in relation to the Services, Website, Software, processes, technology and business of Karmafan.com whether developed before or after the date hereof;
“Link” means a Hypertext Link from the Website to the Karmafan.com website(s) and or a Hypertext Link from the Karmafan.com website(s) to the Website;
“Member” means a current registered user;
“Member Account ” means an account with Karmafan for any person who validly and legitimately registers with Karmafan.com and has agreed to the Membership Agreement;
“Patronage Payments” means a transfer of funds from a Member Account to an Artist Account and or Nominee account;
“Nominee” A beneficiary of the money in an Artist Account. The Artist can nominate any person or organization to be the beneficiary using the means provided on the Karmafan.com website;
“Artist Public Page” means the HTML document that shows an Artist’s publicly available information, this includes the Artist websites registered with Karmafan.com, his list of works, and the details of Patronage Payments made to the Artist;
“Member Public Page” means the HTML document that shows a Member’s information such as the Patronage Payments made by the Member;
“Karmafan Charts and Rankings” means all information generated by Karmafan.com by comparing the Patronage Payments made to all the Artist Accounts and or other statistical or preference information;
“Information Content” includes all information available from the Karmafan.com website, including all information on Artist Public Pages and Karmafan Charts and Rankings generated by or available to or provided to Karmafan.com.;
“Service(s)” means the service of making information and or patronage services available to Members and or Users via the service on or via the Website and or Software;
“Top-up” means a cleared funds payment into a Member Account with Karmafan.com;
“Trade Marks” means trade marks, names, domains and logos of Karmafan.com;
“User” means a person who accesses the Website and or Services or any part of same;
“URL/Uniform Resource
Locator” means the address of a file accessible on the Internet;
“Visitor Information” means the names, email addresses, contact details and other information collected from visitors or users of the Karmafan.com website whom may be directed through or via the Website or Services or may relate to the Services or use of the Services (including for the avoidance of doubt any interactive services);
“a website” means pages or a related group of pages linked together using the hypertext transfer protocol (“http”);
“Website(s)” means Karmafan.com and or Affiliate website(s) located at URL Karmafan.com or such other country or generic or other URLs and domain names as may be operated by Karmafan.com and or Affiliates from time to time.
2 Interpretation
2.1 In this Agreement, the General Terms & Conditions and such other policies as may be issued from time to time the following terms shall apply unless otherwise specified:
2.1.1 reference to a subsidiary or holding company is to be construed in accordance with the Companies Acts;
2.1.2 reference to a party is reference to a party to this Agreement and includes his permitted assignees and/or the respective successors in title to substantially the whole of his undertaking;
2.1.3 reference to a person includes any person, individual, company, firm, corporation, government, state or agency of a state, or any undertaking whether or not having separate legal personality and irrespective of the jurisdiction in or under the law of which it was incorporated or exists;
2.1.4 reference to a statute or statutory instrument or any of its provisions is to be construed as a reference to that statute or statutory instrument or such provision as from time to time amended or re-enacted;
2.1.5 words denoting the singular shall include the plural and vice versa and words denoting any gender shall include all genders;
2.1.6 reference to clauses, paragraphs or schedules is to clauses or paragraphs of or schedules to this Agreement; and
2.1.7 “includes” and “including” shall mean including without limitation.
3 Passwords
3.1 Membership is conditional on the Member keeping secret the Member’s password and not revealing it to anyone else. If the Member is in breach of the terms of this agreement then Member's unique password to the Member page should be blocked and the Member barred from the Website. Also all rights and privileges under this agreement will cease and this agreement will immediately terminate. The Finance paid by the Member will be non-refundable in these circumstances.
4 Payment and Security
4.1 Money in a Member’s Account is used to exercise the Karmafan.com Services. Karmafan.com reserves the right to refuse or limit any transaction on the Karmafan.com Services. Members are not allowed to offer donate or make a payment of an amount greater than the amount deposited in their Account. Any deposits are placed into their Account. Deposits and withdrawals are made through the means made available on Karmafan.com. Karmafan can add and or remove such means from time to time.
4.2 The Member accepts and authorises Karmafan.com to instruct its payment management company to handle Account deposits and withdrawals. Thereby the Member allows Karmafan.com to give such instructions on their behalf. Karmafan.com reserves the right to withhold payment of any funds if suspicion or evidence of manipulation of the Karmafan.com Services arises. Karmafan.com may take action against the Member or any other who manipulates, or tries to manipulate, the Karmafan.com Services or any part of it.
4.3 Any applicable taxes and fees in connection with any awarded prize are the Member sole responsibility. Prizes cannot be transferred, substituted, or redeemed for any other prize.
4.4 The funds on Member account are available for the Member during the opening hours of the Website. These funds can be used to make Patronage Payments, but can not be withdrawn by the Member.
4.5 Funds deposited by Member are separately Accounted for Karmafan.com separates deposits from other funds and keep Member deposits on a separate bank Account. The Member accepts that Karmafan.com physically store the deposited funds together with other Member’s funds and that separation is only provided by electronic Accounting methods.
5 Registration and Account use
5.1 To access the Karmafan.com Services, the Member must register with the Website. Registration is only available to individuals who have registered with and obtained a password from Karmafan.com. By registering with Karmafan.com, you certify that you are at least 16 years of age. You may not provide or use a password, email address, or any other information of anyone else without the owner’s authorisation. You agree to provide true, accurate, current and complete information about yourself when you register with Karmafan.com, and to maintain and promptly update that information to keep it true, accurate, current and complete when changes occur and wherever so requested. You are responsible for maintaining the confidentiality of your account, password and ticket and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account, including the selection and use of all content and services. Registration is subject always to the previous and on-going compliance with these terms and conditions. Registered Members may use only the cleared limit available in their Account.
5.2 The Member agrees to provide complete, true and accurate information to Karmafan.com on registration and it is the Member’s responsibility to ensure the same. The Member authorises Karmafan.com to use any lawful means that it considers necessary to verify the information provided by the Member on registration. The Member fully indemnifies Karmafan.com in relation to such information, acting on such information and all account activity based on such information.
5.3 The Member Account will be used by the Member only. Karmafan.com reserves the right to decline opening an Account for any reason. The Account is intended to be used for administering the Member’s funds, play and fees, as well as trades, refunds, payments and any applicable service fees (all in relation to the Karmafan.com Services) for the duration of this Agreement.
5.4 The Member will choose or be given a username and password on registration. It is the Member’s responsibility to ensure that they keep such details confidential and the Member shall be fully responsible for any misuse of their password. In the event that an ' is concerned that their password has been disclosed to a third party, they should notify Karmafan.com immediately whereupon a new password may be given. Karmafan.com reserves the right to temporarily lock the Member Account in such circumstances. Any unauthorised use of the login and password shall be the Member’s sole responsibility and be deemed as their use. The Member will therefore be liable for any such unauthorised use and the Member will not be refunded any resulting losses incurred, regardless of whether or not the third party who participated had their consent.
5.5 Karmafan.com may require the Member to change their password or Karmafan.com may suspend the Member’s Account if Karmafan.com has reason to believe that there is likely to be a breach of its security policies or misuse of the Services, Software or Website.
5.6 To maintain security, Karmafan.com may perform random security checks. The Member hereby accepts that Karmafan.com retains the right to demand additional documentation from them in order to verify the Member as the Account holder or cardholder in the event of such a security check or for identify purposes.
5.7 The Member should check their Member Account balance each time they access the Karmafan.com Services. In the event of any errors, it is the Member’s responsibility to notify Karmafan.com the earliest opportunity together with the Member’s record of transactions since the balance was last verified in order for Karmafan.com to deal with such an error.
5.8 The Member will inform Karmafan.com as soon as reasonably possible if they believe that their Account information is being misused in any way by third party so that Karmafan.com may suspend their Member Account. Karmafan.com will not be held responsible for any unreasonable delay in such suspension. The Member will not allow any other person or third party (including, without limitation, any minor) to use their account.
5.9 If an account is inactive for 12 months or longer, Karmafan.com reserves the right to cancel the account and refund the balance to the Member. Karmafan does so solely at its discretion. Karmafan.com may transfer dormant account minor balances or amounts below a certain threshold into another account or dispose of same in any manner it may reasonably decide.
5.10 Karmafan.com may suspend or cancel the Member Account immediately if the Member breaches any of their respective obligations under these terms and conditions. Return of any outstanding balance to the Member will be subject to the provisions of these terms and conditions.
5.11 You may only use the Services for lawful purposes and in accordance with these terms, any operating rules established by Karmafan.com and any reader or Software license agreement (if any). Karmafan.com reserves the right to refuse service, suspend services, terminate accounts or cancel orders at its sole discretion, including, without limitation, based on any activity by a subscriber in violation of these terms or other Karmafan.com policies whether now in existence or later published on the Website.
5.12 Services are (currently) controlled, operated and administered by Karmafan.com from Ireland. If you access the Services from a location outside Ireland, you are responsible for compliance with all local laws. You agree that you will not use Karmafan.com Services, Software, requisitions for payment or any publications or other content accessed through the Services in any country or in any manner prohibited any applicable laws, customs restrictions or regulations.
6 Licences
6.1 Members grant Karmafan.com and Affiliates a non-exclusive, worldwide right and licence:-
- to copy, cache, store, use, distribute, display, communicate, transmit, make available, licence, sub-licence, commercialise and promote the Information Content on or through the Website and or the Services;
- to use the Member's Trade Marks for the purposes of advertising, operating and promoting the Website and Services provided that Karmafan.com ensures they are displayed in accordance with any reasonable guidelines issued by the Member.
6.2 For the avoidance of doubt, Karmafan.com reserves all rights to publish the Information Content and to license third parties to publish the Information Content, Website or Services in the target markets and jurisdictions of Karmafan.com.
6.3 Karmafan.com grants the Member a world-wide, non-exclusive, royalty-free right and licence to use the Karmafan.com Trade Marks on the Website and Services and to promote it and including use as a Link.
6.4 Karmafan.com shall publish the Information Content on or via the Website as soon as reasonably possible after it has been supplied to Karmafan.com and uploaded by the Karmafan.com pursuant to the Specifications and in the form in which it is required.
6.5 Karmafan.com shall use all reasonable endeavours to ensure that the Information Content is available and made live to Members and or Users as soon as reasonably possible after being uploaded, subject to the Information Content being uploaded and submitted on time, it being appropriate, suitable and lawful, and subject to telecommunications, server, hosting, maintenance and website capacity and availability.
6.6 Members shall display such copyright and trade mark notices as Karmafan.com reasonably directs.
6.7 Karmafan will update the Member’s Account for received topup as soon as the payment gateways confirm the transaction to Karmafan. The turn around time depends on the payment gateway used.
7 Warranties
7.1 The Member warrants and represents that:
7.1.1 the Information Content and its use as part of the Website and Services complies with all applicable statutory and regulatory requirements and is not obscene, blasphemous or defamatory or an infringement of any Intellectual Property rights of any third party;
7.1.2 it either owns or is licensed to grant to Karmafan.com the license(s) of the Information Content and the Karmafan.com Trade Marks as provided in the Agreement;
7.1.3 its entry into the Agreement does not breach any other agreement to which it is a party;
7.1.4 the Karmafan.com Site complies with all applicable laws, government rules and regulations and industry codes including (without limitation) those with respect to data protection and advertising and any applicable industry specific regulations;
7.1.5 it owns or has a right to use and licence all Intellectual Property rights in, and relating to, the Information Content including (but not limited to) the Karmafan.com Trade Marks; and
7.1.6 the Karmafan.com Site complies with normal service levels and all applicable local laws.
7.2 In accepting these terms and conditions, the Member either represents and warrants in accordance with the remaining subclauses in this clause agrees to be bound by obligations set out therein (as the case may be).
7.3 The Member is over the age of 16 and has the mental capacity to take responsibility for their own actions. Karmafan.com reserves the right to void any transactions involving minors.
7.4 The Members agrees that their use of the Website is at their sole risk.
7.5 The Member warrants that they will not attempt to hack, make unauthorised alterations to or introduce any kind of malicious code to the Karmafan website or Karmafan widget. As such, the Member will not, without limitation, (a) reverse engineer or decompile (in whole or in part) any software available through the Website; or (b) make copies, modify, reproduce, transmit, alter or distribute all or any part of the Website or any material or information contained on it.
7.6 The Member agrees that Karmafan.com may (with immediate effect) lock or close an Member’'s Account if:
- Member breaches these terms and conditions or in any other way acts irresponsibly in the Member’s use of the Karmafan.com Service (at Karmafan.com's sole discretion) or;
- Karmafan.com has reason to believe that the Member’s dealings with Karmafan.com constitutes an illegal or fraudulent activity, Karmafan.com shall not (to the extent permitted by law) be liable to that Member for any such deposits, nor shall it incur any liability to any Member where it is required to give information or documentation relating to that Member to any relevant regulatory authority;
- Karmafan.com suspects that access to the Account may not be by an authorised person;
- legal or regulatory requirements require such locking or
- termination; or
- a security, disrepute or other issue deemed reasonably significant by Karmafan.com arises.
7.7 These terms and conditions contain the entire agreement between the Member and Karmafan.com relating to the Karmafan.com Services. The Member confirms that, in agreeing to accept these terms and conditions, they have not relied on any representation save insofar as same has expressly been made a representation in these terms and conditions. [ToDo – Does this apply to a member?]The Artist agrees that they shall have no remedy in respect of any misrepresentation which has not become a term of these terms and conditions save that their agreement shall not apply in respect of any fraudulent or negligent misrepresentation whether or not such term has become a term of these terms and conditions.
7.8 The Karmafan.com shall use all reasonable endeavours to ensure the accuracy of the Information Content and the lawfulness of its use by the Karmafan.com, Karmafan.com Affiliates and Members.
7.9 Karrmafan.com warrants that:
- its entry into this Agreement does not breach any other agreement to which it is a party;
- the Website and the marketing, promotion and advertising of it conforms to all applicable laws, government rules and regulations and industry codes in Ireland and will not and does not infringe the Intellectual Property rights of any third party in Ireland.
8 Payment
8.1 All sums payable under this Agreement shall be calculated and payable in US dollars.
8.2 Top-ups may only be used when funds have cleared.
9 Statements and Records
Karmafan.com shall keep reasonable books of accounts and records recording and evidencing transactions.
10 Intellectual Property
10.1 Members acknowledge and agree that all Intellectual Property rights in the Information Content, website, Services and the Karmafan.com Trade Marks vest and shall always remain vested in the Karmafan.com or its respective licensors and that Members have no right, title or interest in or to such Intellectual Property rights other than as expressly set out in this Agreement.
10.2 Members acknowledge and agree that all Intellectual Property rights in the Websites, Services and the Trade Marks vest and shall always remain vested in Karmafan.com and that they have no right, title or interest in or to such Intellectual Property rights other than as expressly set out in this Agreement.
10.3 All content included as part of the Services and Software, such as text, graphics, logos, button icons, images, as well as the compilation thereof, and all software used on this website, is the property of Karmafan.com or its suppliers and protected by Irish and international copyright laws. You agree to abide by all copyright notices, legends or other restrictions contained in any such content and will not make any changes thereto.
10.4 Each third-party content provider owns the copyright on content original to it including, without limitation, on the website(s) and other publications delivered or otherwise made available to you by Karmafan.com Services. Except as permitted by the publications lawful owner, you acknowledge that you do not acquire any ownership rights by accessing or downloading copyrighted material.
10.5 Except as explicitly permitted under copyright law and by the features of the Services and Karmafan.com reader software (if any), you may not modify, reverse engineer, publish, transmit, display, participate in the transfer or sale, create derivative works, or in any way commercially exploit or provide to a third party the content of Karmafan.com website, the publications, or any portion of them without the express permission of Karmafan.com and the copyright owner.
10.6 We
do not grant you any licenses, express or implied, to the
intellectual property of Karmafan.com or our licensors except as
expressly authorised by these terms and any Karmafan.com reader
license agreement.
11 Use of the Information Content
Alley