Terms & Conditions
Business

By using Lablaco’s Platforms or any services offered through the Lablaco ecosystem, including and not limited to SPIN.FASHION and CFS Media, Business Users accept these Terms & Conditions – Business (“T&C Business”) and the Terms & Conditions – All Users (“T&C All Users”).

We invite Business Users to read both – these T&C Business and the T&C All Users. These T&C Business and the T&C All Users form an integral part of the contractual relationship between Business User, SPIN.FASHION and Lablaco. In case of any discrepancy between these T&C Business and the T&C All Users these T&C shall prevail. 

Lablaco reserves the right to change these T&C Business and the T&C All Users at any time. Any changes to these T&C Business and the T&C All Users will be effective for all new subscriptions or renewal of subscriptions occurred after the change is published on the Platform. 

We invite Business Users to check these T&C Business and the T&C All Users posted on the Platform before subscribing or renewing any subscription – so as to evaluate and accept the changes potentially occurring.

If Business Users have any questions or requests about these T&C Business, the T&C All Users or the Platform, please contact us by e-mail at support@spin.fashion.

Any variation of these T&C Business and the T&C All Users requires our written confirmation. Lablaco and SPIN.FASHION may in any case submit to Business Users attention possible amendments to these T&C Business and the T&C All Users which will be considered binding and effective upon Business Users approval.

Object of the T&C Business Users

These T&C Business apply to the relationship between:

LABLACO HOLDING PTE. LTD.
Level 40, Ocean Financial Centre, 10 Collyer Quay, Raffles Place, Singapore 049315
Tax/Reg Number: 202004882N

(Here represented as “Lablaco” and “SPIN.FASHION”, or We)

SPIN.FASHION LIMITED
Address: 43 O'Connell Street Upper, Dublin 1, D01 DK81, Ireland
Tax/Reg. Number: 718590

(Here represented as “SPIN.FASHION” and “Lablaco”, or “We”)



Key definitions


General Terms and Conditions for the Use of SPIN.FASHION and all other Lablaco Platforms by Business Users

1. Opening of a Business Account on the Platform, Subscription Period, and Termination

In order to enter and use the Platform, Business User  need to create a Business Account on the Platform, creating a personal account by providing an email address and password, uploading a profile picture, and providing further information such as Gender, Date of Birth, Location, Name and Surname.

If Business User  create a Business Account, Business User  are asked to keep Business User ’ account information and password confidential at all times, and verify access to Business User ’ devices, as Business User  are responsible for all activities made through Business User ’ account and password, in accordance with the T&C All Users.

Lablaco reserves itself the right to refuse to provide services, the right to close the Business Account or the right to remove or modify its content upon its sole discretion.

Once created and after the activation of the first annual subscription, Business User’ Business Account, and hence Business User’ subscription to SPIN.FASHION, shall remain valid for the subscription period of one year. After one year Business User’ subscription for a Business Account will automatically be renewed.

Upon registration of Business User’ Business Account, Business User are required to provide Lablaco with all the necessary information needed about Business User and Business User’ company, such as the billing address, the contact’s details, as well as, if Business User subscribe to SPIN.FASHION as a Seller, the category of Digital or Phygital On-Chain Assets of Wearables, Artefacts and Architecture listed, advertised, sold, or given through the Platform, by filling in the form submitted to Business User’ attention by SPIN.FASHION, in accordance with the obligations set forth in these T&C Business.

2. Annual Subscription Fees and Payments

To access and benefit from the services provided to Business Users on the SPIN.FASHION Platform and access SPIN Connect Platform, Business Users are required to pay an annual fee determined by their chosen subscription tier. This fee is aggregated as a single payment upon the establishment of the Business User's Business Account during the registration process and will be automatically charged annually thereafter.

Please consult the pricing details for SPIN.FASHION subscription tiers at spin.fashion/subscription 

Pricing Changes:

The pricing structure for SPIN.FASHION subscription tiers may be subject to modifications based on the introduction of new features and global economic considerations. Any alterations to the pricing will be duly communicated to Business Users, providing transparency and awareness of adjustments to subscription fees.

It is the responsibility of Business Users to review the current pricing information and stay informed about any changes that may impact their subscription fees. Continued use of the SPIN.FASHION Platform implies acceptance of the prevailing subscription fees as outlined in the updated pricing structure.

For further details, kindly refer to our subscription pricing page and remain apprised of any updates to ensure compliance with the latest terms and conditions.

3. Status and Relationship between the Parties

The Parties hereby expressly declare and acknowledge that in the performance of these T&C Business, both of them act as independent professionals. These T&C Business do not give rise to any joint venture, franchise, agency contract, nor any other kind of association between Business User and Lablaco and SPIN.FASHION, and do not give to the Parties nor to their employees any power to represent the other one towards third parties. For the purposes of these T&C Business, Lablaco does not in any way act, nor is ever appointed to act, as agent, proxy, intermediary, franchisee or employee of the Business User.

Subject to the respect of the provisions of the T&C Business and the T&C All Users, Business User may thus freely determine Business User’ activities on the Platform and, in particular, freely determine type, number, frequency and contents of Business User’ posts.

These T&C Business do not in any way constitute an exclusive relationship between Business Users and Lablaco and SPIN.FASHION, nor between Business User and other Business Users of SPIN.FASHION.

4. Phygital Assets Ownership / SPIN Vault Custodial Wallet 

Lablaco and SPIN.FASHION offer a custodial wallet service, under the SPIN Vault, to facilitate the secure storage, ownership and transaction management of on-chain Phygital Wearables, Artefacts, and Architecture within our digital ecosystem. This service is designed to provide users with a convenient and user-friendly means of interacting with on-chain Phygital assets without the need for direct management of private keys.

4.1 SPIN Vault’s Custodial Wallet Functionality:

  1. The SPIN Vault enables users to store, view, and transfer on-chain Phygital assets associated with SPIN.FASHION’s products and services.

  2.  Users can access and manage their on-chain Phygital assets through the SPIN.FASHION platform, utilizing the SPIN Vault custodial wallet features for seamless interaction.

4.2 Security Measures:

  1. Lablaco and SPIN.FASHION implement robust security measures to safeguard the assets held in SPIN Vault’s custodial wallets. This includes encryption protocols, access controls, and regular security audits via it’s ecosystem tech partners and providers.

  2. Users are encouraged to follow recommended security practices, such as enabling two-factor authentication and adhering to account protection guidelines provided by SPIN.FASHION.

4.3 Third-Party Custodianship:

  1. By utilizing the SPIN Vault custodial wallet service, users acknowledge and agree that Lablaco and SPIN.FASHION act as third-party custodians of the private keys associated with their on-chains.

  2. Lablaco and SPIN.FASHION assume responsibility for the custody, safekeeping, and technical management of the private keys required for on-chain Phygital assets transactions within the custodial wallet.

4.4 SPIN Vault’s User Obligations:

  1. Users are responsible for maintaining the security of their SPIN.FASHION account credentials, including usernames and passwords, to prevent unauthorized access to their SPIN Vault custodial wallet.

  2. In the event of any suspected unauthorized access or security breach, users must promptly notify Lablaco and SPIN.FASHION to take appropriate measures to secure the custodial wallet and associated on-chain Phygital assets.

4.5 Limitations of Control:

  1. Users acknowledge that, due to the custodial nature of the wallet service, Lablaco and SPIN.FASHION retain centralized control over certain aspects of wallet management, including private key access and security protocols.

  2. Decisions related to updates, security enhancements, and SPIN Vault wallet functionalities are at the discretion of Lablaco and SPIN.FASHION.

4.6 Disclaimer:

  1. While Lablaco and SPIN.FASHION implement industry-standard security practices, users acknowledge that the security of their SPIN Vault custodial wallet and associated on-chain Phygital assets is subject to inherent risks in the digital environment.

  2. Lablaco and SPIN.FASHION disclaim liability for any loss or compromise of on-chain Phygital assets resulting from factors beyond their reasonable control, including but not limited to external cyber threats, force majeure events, or user negligence.

5. SPIN.FASHION 2D-to-3D asset creation

SPIN.FASHION proprietary 2D-to-3D asset creation flow, allows Business Profiles to upload four 2D images of Wearables, Artefacts or Architecture for a defined SKU upload fee based on the account subscription tier.

5.1 3D Asset types:

  1. 3D Wearables are made using CLO and Blender 

  2. 3D Artefacts are made using Blender

  3. 3D Architecture are made using CAD and Blender

5.2 3D Asset utilities:

  1. SPIN.FASHION proprietary direct-to-avatar rigging flow, with instant PIN.FASHION avatars utility in SPIN XR for try-on purposes

  2. SPIN.FASHION proprietary direct-to-mannequin rigging flow, with instant PIN.FASHION mannequins utility in SPIN XR for exhibition mode purposes

  3. SPIN.FASHION proprietary Architecture flow, with instant SPIN XR multiplayer capabilities to host events and shows with spatial audio and real-time lighting


5.3 3D Assets plugins:

  1. Snap try-on for Wearables

  2. Gaming plugins to export on-chain Phigital Wearables, Artefacts and Architecture in compatible Unity and Unreal engines

5.4 3D Asset ownership: 

  1. The 3D assets created and/or optimized by SPIN.FASHION are co-owned by the Business Users and Lablaco and SPIN.FASHION and ultimately by the Private Users who transact the on-chain Phygital assets in their SPIN Vault

  2. The Business Users are able to download the original 3D assets in CLO or Blender made and/or optimized by SPIN.FASHION to be used for marketing materials and/or to be uploaded on other platforms, at a determined fee to be paid to Lablaco and SPIN.FASHION, depending on the subscription tier and asset class. 


6. Provisions applying to Sellers only

6.1 Which Services are offered through SPIN.FASHION to Sellers?

As a Seller, Business User are offered a number of Services through the Platform. In particular, Business User are offered the possibility to:

  1. Advertise, offer on sale and sell on-chain and Wearables, Artefacts and Architecture to Private Users registered on the Platform;

  2. Advertise, offer on sale and enable Business and/or Private Users registered on the Platform to Digital or Phygital On-Chain Assets of Wearables, Artefacts and Architecture of the future upcoming collections of the Sellers;

  3. Advertise, offer on auction and enable Business and/or Private Users registered on the Platform to pre-order Digital or Phygital On-Chain Assets of Wearables, Artefacts and Architecture of the future upcoming collections of the Sellers;

  4. Swap to one or more Private Users one or more Digital or Phygital On-Chain Assets of Wearables, Artefacts and Architecture from Business User’ current or past collection, by clicking the button “Swap”, bearing the shipping costs or charging them on the Private User who accepts to receive the donated on-chain or Wearables, Artefacts and Architecture and to bear the Shipping Costs themselves, as applicable;

  5. Delegate Lablaco or SPIN.FASHION to collecting the price and all other shipping costs for the donated or sold Digital or Phygital On-Chain Assets of Wearables, Artefacts and Architecture, as applicable;

  6. Make the necessary online payments through the applications made available by the Platform, in relation to any shipping costs for the Digital or Phygital On-Chain Assets of Wearables, Artefacts and Architecture that Business User are donating;

  7. Have Business User’ Digital or Phygital On-Chain Assets of Wearables, Artefacts and Architecture promoted and advertised by Business User and Media;

  8. Delegate Lablaco to pay directly the Business User or Agencies for their advertising services through the applications made available by the Platform;

  9. Delegate Lablaco to provide for the shipping and delivery of the Wearable to the Private User in the name and on behalf of the Seller, through the carrier;

  10. Post and share data, text, information, usernames, graphics, comments, pictures, images, messages, profiles, audio, video, items, and links on Business User’ Business Account and communicate with other Users.

6.2 Role and Responsibility of Lablaco in relation to sold and given Digital or Phygital On-Chain Assets of Wearables, Artefacts and Architecture

Business User, as a Seller, are responsible for the Digital or Phygital On-Chain Assets of Wearables, Artefacts and Architecture sold, rented, or gifted by Business User through the Platform. Lablaco and SPIN.FASHION bear no responsibility nor hold any commitment in relation to any obligation arising out of the sale contract, or the gift contract, or prescribed to Business User by law.

6.3 SPIN Store

On the SPIN Store Business User can sell Digital or Phygital On-Chain Assets of Wearables, Artefacts and Architecture, eventually worn and promoted by Business User, directly to Private Users, upon payment of the purchase price executed by the Private User directly on the Platform.

We remind Business User that Lablaco offers the Private User the option to (i) purchase the Digital or Phygital On-Chain Assets of, wearables for themselves, by clicking on the “PAY” or “SEND REQUEST” buttons to (ii) purchase, bid, pre-order, swap, or rent the Digital or Phygital On-Chain Assets .

We remind Business User that, by purchasing the Wearable the Private User is entitled to all statutory warranties and rights set forth by all applicable mandatory Customers law of the country in which the Customers resides. If the SPIN Store contract has been executed through the “Surprise button”, the same statutory warranties and rights foreseen for the Private User also apply to the person indicated by the Private User as the receiver of the Wearable, who will thus be able to exercise his warranties and rights against Business User.

6.3.1 How is the SPIN Store Contract executed?

In order to execute a SPIN Store Contract, the Private User will:

  1. Choose and select the on-chain, Wearable, art or architecture he intends to purchase;

  2. fill in the details of the receiver of the on-chain, Wearable, art or architecture, in the case of a purchase through the “Gift button”;

  3. specify the shipping address;

  4. provide credit / debit card details in order to execute the payment of the purchase price and of other related expenses;

  5. carefully verify the correctness of all the details and information provided and contained in the purchase summary page;

  6. press on the “Buy button”, “Get Button”, “Rent Button”, “Make Offer Button”, “Request Button”, or on the “Gift button” at the end of the Purchase Summary Page, thereby sending Business User a formal purchase offer for the Wearable.

  7. We kindly invite Business User to refer to the T&C All Users, for a thorough explanation of the different execution phases of contracts with Private Users.

6.3.2 Acceptance of a Purchase Offer

The display of a on-chain, Wearable, art or architecture through SPIN.FASHION and the publication of a related sale offer implies that the Wearable is available in stock, and thus entails the possibility to execute the SPIN Store with immediate acceptance of the Purchase Offer submitted by the Private User.

However, we remind Business User that, as a Seller, Business User have the right to accept or refuse such Purchase Offer, in relation to the effective availability of the Wearable and to the location of the shipping address indicated by the Private User, unless otherwise specified by specific provisions contemplated in the applicable Customers protection laws of the Private User’s country of residence. In such a case, the display of a Wearable through Lablaco and the publication of a related sale offer is binding upon Business User, once acceptance of the Purchase Offer is submitted by the Private User.

6.3.3 Confirmation E-Mail

We underline that it is Business User’ responsibility as a Seller to communicate Business User’ acceptance of the Purchase Offer, thereby sending to the Private User confirmation of the effective conclusion of the SPIN Store Contract as well as of the shipping of the Wearable (“Confirmation E-Mail”). The SPIN Store Contract between Business User and the Private User will thus be treated as entered into on the date of the Confirmation E-Mail and it will refer exclusively to those items listed in the Confirmation E-Mail.

The Confirmation E-Mail shall contain information on the purchased Wearable(s), a copy of the SPIN Store between Business User and the Private User, the information regarding the right of withdrawal and the form to exercise it, and the receipt of the purchase. It shall also precisely indicate the VAT, all applicable taxes paid for such transaction as well as any further information required by law. A copy of the SPIN Store and of any additional contractual document relating to such transaction, shall be stored and made accessible to the Private User in his Account page on Lablaco.

Please note that the Private User has the possibility to add to, amend or cancel his order after Business User send the Confirmation E-Mail, for up to two hours after receiving the Confirmation E-Mail.

As Lablaco and SPIN.FASHION are by no means party to the SPIN Store executed solely between the Seller and the Private User, Lablaco and SPIN.FASHION shall not be held liable for any miscommunication or misinformation or for any violation arising out of such obligation caused by the Seller.

6.3.4 Payment and Authorization to collect payment

Simultaneously to the Confirmation E-Mail, Lablaco shall collect, in the name and on behalf of the Seller, the payment of the Purchase Price and, if the case may be, of the Other Expenses directly from the credit/debit card of the Private User, as expressly authorized by the Private User upon registration to the Platform. To this end, by accepting these T&C and upon Registration of Business User’ Business Account, Business User, as a Seller, expressly authorize Lablaco to collect the payment of the Purchase Price and, if due, of all Other Expenses, in Business User’ name and on Business User’ behalf, via the Platform.

Business User also hereby authorize Lablaco to withhold a transaction fee, based on the subscription tier of the collected Purchase Price (+ VAT), as additional fee for the use of the Services (“Additional Fee”). Lablaco shall keep the Purchase Price, decreased by the Additional Fee – in accordance with article 4.7. below - for 30 days (“Decreased Purchase Price”). Lablaco undertakes to release the Decreased Purchase Price in favor of the Seller after 30 days from collection. 

6.3.5 Shipping and Delivery of the wearables

Delivery of the Wearable shall be made in accordance with the T&C All Users and with the shipping and delivery information provided to the Private User in the Confirmation E-Mail.

By selling phygital on-chain for Wearables, Artefacts and Architecture through Lablaco, Business User undertake to make sure that the Digital or Phygital On-Chain Assets of Wearables, Artefacts and Architecture can be shipped straight after the conclusion of the SPIN Store. To this purpose, we also remind Business User that, as a Seller, Business User are bound by law to deliver the Wearable at the latest within 30 days from the Confirmation E-Mail and the conclusion of the SPIN Store or, in any case, within the shortest delivery term set forth by all mandatory applicable laws of the Private User’s country of residence.

Shipping and delivery costs, are to be borne by the Seller or the Customers, based on the decision of the Seller at the moment of upload of the assets.

Lablaco and SPIN.FASHION shall not be held liable for any delay in shipping and delivery of any and all goods shipped via SPIN.FASHION.

6.3.6 Business User’ obligations as a Seller in relation to SPIN Contracts

We remind Business User that, as a Seller entering into a SPIN Store with Customers, Business User are bound by all mandatory Customers protection laws applicable in the Private User’s country of residence. It is Business User’ full and exclusive responsibility to comply at all times with all mandatory Customers protection laws.

In light of the above, Business User, as a Seller, undertake to:

  1. provide – by means of the applications made available by the Platform - the Private User with all necessary contractual information in relation to the sale process requested by the applicable mandatory Customers protection law, throughout the sale’s process and, in particular: (i) pre-contractual information on Business User’ identity and Business User’ contact details; (ii) description of the Wearable and its technical features; (iii) information on the total Purchase Price and detail of potential Shipping Expenses and Other Expenses; (iv) information on the method of payment, shipping and delivery; (v) information on the Private User’s right to withdraw from the SPIN Store and on how to exercise such right; (vi) information on the existing statutory warranties in favor of the Private User;

  2. communicate – by means of the applications made available by the Platform - Business User’ acceptance of the Purchase Offer by sending the Confirmation E-Mail to the Private User, attaching a copy of the SPIN Store. Once the Purchase Offer is accepted, Business User also undertake to send a copy of the SPIN Store to Lablaco, for us to store and save it on the Account Page of the Private User;

  3. provide the Private User by means of the applications made available by the Platform with the possibility to exercise its right to withdraw from the SPIN Store within minimum 14 days since the execution of the SPIN Store, in accordance with the mandatory Customers protection laws of the Private User’s country of residence, and thus reimburse, him of the Purchase Price and all Other Expenses;

  4. deliver the sold Wearable to the Private User within maximum 30 days since the execution of the SPIN Store or within the shorter delivery period in accordance with the mandatory Customers protection laws of the Private User’s country of residence;

  5. provide the Private User with the statutory legal warranty for the minimum period of 2 years since the date of the effective delivery of the Wearable(s) to the Private User;

  6. verify and make sure that, by advertising, offering on sale and selling the Wearable, Business User will not infringe upon any third party’s rights, in particular IP rights, property rights or economic exploitation rights;

  7. sell only Digital or Phygital On-Chain Assets of Wearables, Artefacts and Architecture which are in good condition, clean, not infected by any harmful or stinging agents, and without failures which would make them unsuitable for their intended use;

  8. sell only Digital or Phygital On-Chain Assets of Wearables, Artefacts and Architecture which fit and comply with the description and related picture posted along with the donation notice;

  9. sell Digital or Phygital On-Chain Assets of Wearables, Artefacts and Architecture of which Business User are full and exclusive owner, and which are in Business User’ full and exclusive possession, excluding any third party claims.

6.4. SPIN Swap and Borrow

SPIN Swap and Borrow business models are in the area of SPIN.FASHION dedicated to the donation of Digital or Phygital On-Chain Assets of Wearables, Artefacts and Architecture from the Seller to the Private User and from Private Users to Private Users. Business User can thus donate a on-chain which Business User fully own to:

  1. A Private User on SPIN.FASHION whom Business User have expressly identified;

  2. A Private User on SPIN.FASHION who belongs to a group of Private Users or other contacts whom Business User have previously chosen and selected through Lablaco (i.e.: on a geographical basis);

  3. Any Private User on SPIN.FASHION who decides to accept Business User’ donation.

We kindly remind Business User that Business User have the possibility to donate one Wearable every 24 hours.

We further remind Business User that based on the laws of the country where Business User have Business User’ legal seat:

  1. The possibility to donate (and thus execute valid donation agreements) clothes, shoes, fashion accessories or other wearable items might be restricted, prohibited, or subject to particular obligations;

  2. The donation of the above-mentioned items through digital platforms could be prohibited, ineffective, void or limited in relation to, for example, the age of the contractual parties, the nature, object and value of the items.

Business User could be asked to comply with certain obligations which arise out of and are connected to the donation of the above-mentioned items, as further detailed below in article 5.4.4.

6.4.1. The SPIN Swap and Borrow Contract

In accordance with the terms set forth in the T&C All Users, anytime Business User decide to donate (through the “PUBLISH, or PASS ON button”) one or more Digital or Phygital On-Chain Assets of Wearables, Artefacts and Architecture through SPIN.FASHION, Business User are executing a Swap and Borrow Contract, to which Business User and the Receiver are party.

We remind Business User that, for the Swap and Borrow Contract to be fully effective, the Receiver will need to expressly declare his intention to accept the donated Wearable, by clicking the “Accept button” (or “GET button” in swap or borrow section).

6.4.2. How to make and accept a gift through SPIN Swap and Borrow

We kindly invite Business User to refer to the T&C All Users, for a thorough explanation on how to make a gift through SPIN.FASHION and the terms of the Give Contract executed between Business User and the Receiver(s).

6.4.3. Delivery of the donated Wearable

Using SPIN Swap and Borrow, Business User and the Receiver have the possibility to decide upon the terms and timing of the delivery of the donated Wearable, for example at Business User’ shops. In such a case, the delivery of the Wearable shall happen under Business User’ exclusive control and sole responsibility, without any direct nor indirect liability of Lablaco arising out of it.

On the other hand, Business User and the Receiver might opt for the alternative, by clicking the GIVE button on the Platform, thus concluding with Lablaco a contract (“Delivery Contract”), in the framework of which SPIN.FASHION will provide for the delivery of the donated Wearable through known logistic specialists and carriers, charging Business User with the related expenses and costs (“Delivery Costs”)

6.4.4. Business User’ obligations if Business User donate through SPIN Swap and Borrow

We remind Business User that entering into a Swap and Borrow Contract with a Customers Business User might be bound by all mandatory Customers protection laws applicable in the Private User’s country of residence. It is Business User’ full and exclusive responsibility to comply at all times with all mandatory Customers protection laws.

In light of the above, Business User undertake to provide the Private User with all necessary contractual information in relation to the donation process requested by the applicable mandatory Customers protection law, throughout the donation process.

In particular, on SPIN Swap and Borrow Business User undertake to:

  1. Donate only Digital or Phygital On-Chain Assets of Wearables, Artefacts and Architecture which are in good condition, clean, not infected by any harmful or stinging agents, and without failure which would make them unsuitable for their intended use;

  2. Donate Digital or Phygital On-Chain Assets of Wearables, Artefacts and Architecture which fit and comply with the description and related picture posted along with the donation notice;

  3. Donate Digital or Phygital On-Chain Assets of Wearables, Artefacts and Architecture of which Business User are full and exclusive owner and which are in Business User’ full and exclusive possession, excluding any third party claims;

  4. Verify and make sure that, by offering and donating the Wearable through the Platform, Business User will not infringe upon any third party’s rights, in particular IP rights, property rights or economic exploitation rights.

We remind Business User that Lablaco is never party to the Swap and Borrow Contract executed between Business User and the Receiver / Private User. In light of this, Business User undertake to indemnify and hold harmless Lablaco and SPIN.FASHION, its directors, employees, consultants and related parties from any damage, claim or liability that the Receiver / Private User might raise, as a direct or indirect consequence of the donation received through SPIN.FASHION.

6.5. Business User’ Obligations in relation to the Listing of Digital or Phygital On-Chain Assets of Wearables, Artefacts and Architecture

By listing a Wearable on the Platform, Business User warrant that Business User and all aspects of the listed Wearable comply with Lablaco’s published policies. Business User must accurately describe Business User’ Wearable and all terms of sale and donation in Business User’ listing (“Listing”). Business User’ Listings may only include text descriptions, pictures and other content relevant to the sale of that Wearable. All Digital or Phygital On-Chain Assets of Wearables, Artefacts and Architecture must be listed in an appropriate category with appropriate tags.

Business User further undertake to maintain the information on the Digital or Phygital On-Chain Assets of Wearables, Artefacts and Architecture contained in the Listings up-to-date and complete at all times. Business User indeed warrant that the materials of the Digital or Phygital On-Chain Assets of Wearables, Artefacts and Architecture, the Digital or Phygital On-Chain Assets of Wearables, Artefacts and Architecture themselves, Business User’ Listings and the sale or donation of such Digital or Phygital On-Chain Assets of Wearables, Artefacts and Architecture:

comply with all applicable laws and regulations, in particular with all requirements in relation to branding and labeling;

do not contain content which is explicitly pornographic (unless otherwise permitted by the Terms of Use Lablaco);

do not contain content which is defamatory, obscene or in any way infringing upon third parties’ IP rights in relation to copyright, patent, design, database;

were never made, realized, built, produced, put together or packed with the use of child labor or other forms of labor exploitation.

6.6. The relationship with the Carrier

Business User, as a Seller, authorize Lablaco to provide for the shipping and delivery of the given or sold Wearable to the Private User, through an agreement executed between Lablaco and Carrier (“Carrier Agreement”), thus acknowledging that Carrier is the only carrier operating through the Platform. The Seller undertakes to comply with all obligations set forth in the Carrier Agreement.

Business User hereby authorize Lablaco to withhold from the Purchase Price an amount equal to the cost of the shipping service performed by Carrier (“Shipping Service Price”), which includes the fee for the Service provided by Lablaco in relation to the shipping and delivery. Lablaco undertakes to release the collected Shipping service Price in favor of Carrier, in accordance with the terms of the Carrier Agreement.

6.7. Promotion of sales of Business User’ Digital or Phygital On-Chain Assets of Wearables, Artefacts and Architecture through posts and re-posts by Private Users, Business User and Media

If Business User subscribe to SPIN.FASHION as a Seller, Business User accept that Business User’ Digital or Phygital On-Chain Assets of Wearables, Artefacts and Architecture offered for sale on SPIN.FASHION (and/or photos or other media showing Business User’ Wearable/s) can be subject to posts and re-posts made by Private Users, Business User and Media subscribed on SPIN.FASHION, on the Platform as well as, if clicking on the “Share” button, on all other social networks connected to the Platform.

Therefore, by accepting the present T&C Business, Business User grant all Private Users, Business User, Agencies and Media subscribed on SPIN.FASHION, as well as to those that will subscribe to SPIN.FASHION at any time during the duration of these T&C Business, a free, non-exclusive license, valid in all countries, to use Business User’ brands and/or other Intellectual Property Rights necessary for such posting and reposting of Business User’ Digital or Phygital On-Chain Assets of Wearables, Artefacts and Architecture and/or of photos (or other media) thereof (“Seller’s License”). The Seller’s Licence is valid for posts and re-posts published directly on the Platform as well as for those posts and re-posts shared on other social networks via the “Share” button.

In case one of Business User’ Digital or Phygital On-Chain Assets of Wearables, Artefacts and Architecture is purchased on the Platform as a direct consequence of the Private User’s redirection from an Creator’s or Magazine’s account and/or post to Business User’ Account (also in case such content and/or post has been generated in collaboration with an Agency), Business User hereby expressly authorize SPIN.FASHION to withhold the amount based on the subscription tier.

Please note that Business User have the possibility to agree with single Agencies, Business User and Media on SPIN.FASHION on a higher Promotion Fee, by contacting the specific Creator or Magazine via the SPIN Inbox and by following the procedural steps then generated by the Platform.

SPIN.FASHION undertakes to release the Promotion Fee directly to the respective Agency, Creator or Magazine after 30 days from the conclusion of the SPIN Store.

The Promotion Fee will be repaid to Business User in case the specific SPIN Store between Business User and the Private User is terminated and/or is not performed for any reason which is not attributable to Business User, as well as in case of withdrawal of the Private User.

6.8. Obligations, prohibitions, and rights related to Content posted on Business User’ Business Account

Upon creation of Business User’ Business Account and registration to the Platform, Business User, as a Seller, have the possibility to publish, submit, display, post, upload, share and advertise contents to other Users registered on SPIN.FASHION. In relation to Content/s in any way posted on Business User’ Business Account, Business User are the sole responsible and are thus asked to comply with all obligations, prohibitions and rights set forth in the T&C All Users as well as with all obligations, prohibitions and rights set forth in any applicable competition and advertisements’ law, including any disclosure and / or disclaimer obligation should be required by any applicable laws in consideration of kind, subject and purpose of the Content Posted.

6.9. Obligations regarding Private Users’ personal data

Business User, as a Seller, undertake to handle and process the Private Users’ personal data which Business User will be disclosed in compliance with Annex 1 (“Private Users’ Personal Data Processing Agreement”) and pursuant to all applicable laws, also in light of EU Regulation no. 679/2016 (“GDPR”) if applicable, and the applicable national Data Protection law.

7. Provisions applying to Business User/Media 

7.1. Which Services are offered through SPIN.FASHION to Business User or Media?

As an Creator or Magazine, through the Platform Business User are offered the possibility to:

  1. publish contents, posts, opinions, photos, images, reviews and – if Business User subscribe as a Media – articles on Digital or Phygital On-Chain Assets of Wearables, Artefacts and Architecture sold via the Platform for business purpose (“Content/s”);

  2. be paid a Promotion Fee for every SPIN Store directly concluded through Business User’ posts of a Wearable, offered for sale on the Platform, between the respective Seller and a Private User;

  3. enter into collaborations with Agencies for the promotion and sale of Digital or Phygital On-Chain Assets of Wearables, Artefacts and Architecture through SPIN.FASHION.

If Business User subscribe to the Platform as an Creator, SPIN.FASHION further provides Business User with the Services offered through the Platform to Private Users and, in particular, with the possibility to purchase and donate Digital or Phygital On-Chain Assets of Wearables, Artefacts and Architecture through the Platform for private purposes, in accordance with the provisions of the T&C All Users.

7.2. Business User’ Promotion Activities on SPIN.FASHION / Prohibition of re-posting of other Business User’ or Media’ contents

By subscribing to SPIN.FASHION as an Creator or as a Magazine, Business User have the possibility to advertise and promote any Wearable offered for sale by a Seller on SPIN.FASHION, by posting of Content/s on Business User’ Business Account (“Promotion Activities”).

7.3. Consideration (Promotion Fee)

For every sale concluded between the Seller and a Private User on the Platform as a direct consequence of the Private User’s redirection from Business User’ Account and/or post to the Seller’s Account, Business User, as Creator or Magazine, will be entitled to receive from the Seller a consideration equal to the amount set by the subscription tier.

Please note that the Sellers on SPIN.FASHION have the possibility to contact Business User, as Creator or Magazine, via the SPIN Inbox in order to agree with Business User on a higher Promotion Fee for Business User’ advertising activities regarding the Digital or Phygital On-Chain Assets of Wearables, Artefacts and Architecture of such specific Seller.

Please note that Agencies on SPIN.FASHION have the possibility to contact Business User, as Creator or Magazine, via the SPIN Inbox in order to propose to Business User collaborations in relation to the Promotion Activities. In such a case, for every sale concluded between the Seller and a Private User on the Platform as a direct consequence of the Private User’s redirection to the Seller’s Account from Business User’ Account and/or post made in collaboration with an Agency, the Agency will be entitled to receive from the Seller the above specified Promotion Fee.

SPIN.FASHION undertakes to withhold the Promotion Fee at the moment of payment, by the Private User, of the applicable Purchase Price and to release it to Business User after 30 days from the conclusion between the Seller and the Private User of the respective SPIN Store and from the complete collection of the applicable Purchase Price.

Please note that Business User are entitled to receive the Promotion Fee only in case the SPIN Store is concluded as a direct consequence of the Private User’s redirection from a post Business User have shared, on the Platform and/or on other social networks, containing the weblink to the Seller’s Account on SPIN.FASHION. A simple re-post which does not contain the weblink to the Seller’s Account on Lablaco does not redirect the Private User to the Seller’s Account on SPIN.FASHION and will thus not entitle Business User to any Promotion Fee.

Please note that Business User are not entitled to receive any Promotion Fee in case the SPIN Store is being concluded as a consequence of Business User’ re-post of another Creator’s post.

Further, Business User are not entitled to receive and Business User are obliged to give back to the Seller the Promotion Fee Business User received, in case the SPIN Store between the Seller and the Private User is terminated and/or is not performed for any reason which is not attributable to the Seller, as well as in case of withdrawal of the Private User.

7.4. Business User’ obligations as an Creator / Magazine

We remind Business User that, as an Creator, Business User enter in contact with Customers for business purposes and, consequently, when acting as Creator or Magazine on the Platform, Business User are bound by all mandatory Customers protection laws as well as by any competition and advertisement’s laws applicable in the Private User’s country of residence. It is Business User’ full and exclusive responsibility to comply at all times with all mandatory Customers protection laws.

Further, in conducting the Promotion Activities, Business User are obliged to comply with all applicable and binding statutory provisions as well as with all binding provisions of private or public entities applicable to such Promotion Activities. We remind Business User that when conducting a Promotion Activity with final end Customers, Business User are required by law to clearly state or show the promotional purpose and aim of Business User’ post, using disclaimers or hashtags such as: “Sponsored by name of the Seller”; “Advertising”; “#Adv” or “#Ad” followed by the name of the Seller.

7.5. Obligations, prohibitions, and rights related to Content posted on Business User’ Business Account

Upon creation of Business User’ Business Account and registration to the Platform, Business User, as Creator or Magazine, have the possibility to publish, submit, display, post, upload, share and advertise contents to other Business User, Sellers and Private Users registered on SPIN.FASHION. In relation to Content in any way posted on Business User’ Business Account, Business User are the sole responsible and are thus asked to comply with all obligations, prohibitions and rights set forth the T&C All Users.

Business User shall indemnify and hold harmless the Seller and SPIN.FASHION for all direct and indirect damages arising out of or relating to any Promotion Activity Business User performed that is not in compliance with these T&C Business, the T&C All Users and/or with any applicable statutory provision.


8. 2D Content License

Please note the T&C All Users (15.3 Licensing rights on the Content) applies also with regard to contents published as well as information given to SPIN.FASHION, for the purposes of these T&C Business, as a Seller, Creator or Magazine.

In particular, by granting the License to SPIN.FASHION, Business User hereby expressly authorize Lablaco and it’s affiliate companies to use Business User’ trademark, logo and content, including images of products and Business User’ team members, including founders, designers, artist, for the purposes of advertising of the Platform, and the publication and advertising of Business User’ Digital or Phygital On-Chain Assets of Wearables, Artefacts and Architecture on the Platform.

Please note that, by subscribing to SPIN.FASHION, Business User are authorizing the Sellers and all other Users on SPIN.FASHION to share and repost Business User’ contents on their Accounts, exclusively on the Platform. To this purpose, Business User are giving all other Users (Sellers, Media, Private Users) registered on SPIN.FASHION, a non-exclusive, royalty-free, perpetual, irrevocable right and license to reproduce, publicly display, post, send, transmit, or otherwise share the Content on their Accounts, so that they shall be entitled to share such Content, for any purpose, including promotional and advertising purposes, on their Accounts exclusively on the Platform, without this foreseeing any compensation, prize or indemnity of any amount and nature for Business User, other than the Promotion Fee to which Business User are entitled, in accordance with article 6.3 of these T&C.



9. Digital Millennium Copyright Act (DMCA) Compliance

Lablaco and SPIN.FASHION respect the intellectual property rights of others and comply with the provisions of the Digital Millennium Copyright Act (DMCA). The Platform has implemented measures to respond to notices of alleged copyright infringement in accordance with the DMCA and other applicable laws.

Notification of Copyright Infringement:
If you believe that your work has been used on the Platform in a manner that constitutes copyright infringement, please provide our designated Copyright Agent with a written notification that includes the following information:

  1. A physical or electronic signature of the copyright owner or a person authorized to act on their behalf.

  2. Identification of the copyrighted work claimed to have been infringed.

  3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.

  4. Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address.

  5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

  6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Designated Copyright Agent:

Lablaco and SPIN.FASHION have designated the following contacts for notification of claims of copyright infringement: legal@lablaco.com and/or legal@spin.fashion

Counter-Notification:

If you believe that your content was removed or access to it was disabled by mistake or misidentification, you may submit a counter-notification to our designated Copyright Agent. The counter-notification must include:

  1. A copy of y

  2. Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access disabled.

  3. A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification.

  4. Your name, surname, address, and mobile number.

Repeat Infringers:

The Platform will, in appropriate circumstances, terminate the accounts of users who are repeat infringers of intellectual property rights.


10. Third Parties’ Rights / Authorizations

Please note the T&C All Users applies also with regards to contents published on SPIN.FASHION by Sellers (or by SPIN.FASHION on behalf and/or on request of the Sellers), Business User or Media for the purposes of these T&C Business.

Notwithstanding the above, Business User hereby expressly declare to be lawful holder of all public and private permits and authorizations as well as of all trademarks, licenses and, in general, all Intellectual Property Rights needed in order to conduct any of the business activities subject of these T&C Business in accordance with any applicable statutory provisions or third parties’ rights.

Business User shall indemnify and hold harmless Lablaco and its affiliated companies for all direct and indirect damages arising out of or relating to any activity on SPIN.FASHION, including the offer of Digital or Phygital On-Chain Assets of Wearables, Artefacts and Architecture and the posting of contents, that is in violation of the provisions of this article 8.


11. Limitation / Exclusion of Liability of Lablaco and SPIN.FASHION

In no event shall Lablaco, SPIN.FASHION or any of its affiliated companies, be liable for any incidental, indirect or consequential damages (including, without limitation, any damages for lost profits, loss of business or the like), arising out of or in connection with these T&C Business, regardless of the cause or the form of action, whether based in contract, tort, slight negligence, strict liability, warranty or otherwise, even if Lablaco or it’s companies have been advised of the possibility of such damages.

The maximum aggregate liability of Lablaco under these T&C Business shall (to the fullest extent permitted by the law) not exceed the total annual fee paid to Lablaco upon registration to the Platform in the twelve (12) month period preceding the date on which the event giving rise to the applicable claim occurs, less any applicable discount and rebates.

Exclusion and limitations of liability contained in these T&C Business shall not apply in case of willful misconduct or gross negligence of Lablaco, or in the case in which the action committed by Lablaco is in violation of obligations stipulated by imperative public provisions.


12 .Indemnification

Notwithstanding the provisions under article 8 of these T&C Business, Business User shall indemnify and hold harmless Lablaco for all direct and indirect damages arising out of or relating to a violation of any statutory provision or third party’s right related to Business User’ business activities on Lablaco, regardless of the cause or the form of the respective legal action, whether based on contract, tort, slight negligence, strict liability, warranty or otherwise.


13. Force Majeure

Lablaco shall not be liable for any failure or delay in performance if: such failure or delay is caused by Force Majeure, meaning any circumstances beyond Lablaco’s reasonable control, as a result of which Lablaco cannot reasonably be required to execute its obligations.

Shall any of the above mentioned circumstances occur, Lablaco shall have the possibility to withhold these T&C Business, without Lablaco or SPIN.FASHION being responsible or liable to the Seller for any damage consequent and/or resulting therefrom.


14. Breach and Termination

Without prejudice to any rights or remedies foreseen by the law, with written notice to the Business User, SPIN.FASHION may terminate with immediate effect the relationship with the Business User, without any liability whatsoever and without waiving any possible claim towards the Seller, if the Business User violates or breaches any of the following provisions contained in these T&C:

Fee as per articles 2, 4.3, 4.6, 4.7 (for Sellers) and/or articles 2 and 5.3 (for Business User / Media);

Obligations, prohibitions and rights related to Content posted on Business User’ Business Account as per articles 4.8 and 4.9 (Seller) and/or articles 5.4 and 5.5.(Creator/Magazine);

For Sellers only: Business User’ obligations in relation to the listing of Digital or Phygital On-Chain Assets of Wearables, Artefacts and Architecture as per article 4.5.

By terminating the relationship with the Business User, Lablaco shall proceed to the deletion of its Business Account.


15. Miscellaneous

In the event that any provision of these T&C Business shall finally be determined to be unlawful or unenforceable, all other provisions shall remain in full force and effect. In substitution for any provision which is determined to be unlawful or unenforceable, there shall be a similar provision reflecting the original intent of the clause, to the extent permissible under the applicable law.

The failure of the Business User or of SPIN.FASHION to exercise, or any delay in exercising, any right or remedy arising from these T&C Business shall not operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy arising therefrom preclude any other or future exercise thereof or the exercise of any other right or remedy arising from these T&C Business or from any other agreement between Business User and Lablaco or by law.


16. Governing Law and Jurisdiction

These T&C Business are governed by and construed in accordance with the laws of Singapore, save for all other mandatory applicable law which cannot be derogated or excluded by the Parties. Any dispute which may arise therefrom shall be submitted to [a Singaporean Court] save for all matters, for which the court of competent jurisdiction cannot be derogated or excluded by the Parties.