Terms of Service
THESE TERMS OF SERVICE (these “TOS”) are hereby entered into between Web3nftconsulting, LLC (“Web3nft”, “we”, “us” and “our”), and the Client signatory hereto (“Client”, “you”, “your”) and are effective as of the Effective Date set forth below Client’s signature or verified by third party digital signature. Client and Web3nft are sometimes referred to herein as the “Parties” or a “Party,” as applicable.
Please read these Terms carefully. By using Web3NFTconsulting software or services you are agreeing to these Terms, which will result in a legal agreement between you and WEB3NFTCONSULTING LLC. (“Agreement”).
Web3nft is a consulting and NFT service and software provider. Web3nft is a Delaware based limited liability company. Web3nft has employees, independent contractors, and representatives (“our Team”). Our Software will be referred to as the “App”. The App is offered directly by us and our properties including but not limited to our website, and any other website or mobile application owned, operated or controlled by us (we’ll collectively refer to these as the “Web3nft Site,” together with the App, the “Service”). “Proposal” refers to a legal agreement signed and approved between both you and us. “Setup Fee” refers to an initial payment agreed upon in the terms of a Client signed Proposal.
Some features of the Service are offered as add-ons (“Add-ons”). Unless expressly stated otherwise, these Terms apply to the use of Add-ons. Some Add-ons are intended for particular use cases and may also have additional terms or restrictions (“Additional Terms”).
If you have any questions about our Terms, feel free to contact us.
If you don’t agree to these Terms, you must immediately discontinue your use of the Service.
In order to use the Service, you must:
Be and entity or an individual at least eighteen (18) years old and able to enter into contracts;
agree to these Terms;
provide true, complete, and up-to-date contact and billing information when requested
not be based in Cuba, Iran, North Korea, Syria, or any other territory that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist-supporting” country; and
not be listed on any U.S. government list of prohibited or restricted persons.
If you claim to be a 501 c3 in our business interactions and use the technology to deliver donations, you confirm that you are in good standings with all government agencies and will notify us in the event your status changes.
By using the Service, you represent and warrant that you meet all the requirements listed above, and that you will not use the Service in a way that violates any laws or regulations. Note that by representing and warranting, you are making a legally enforceable promise.
Web3nft reserves the right to refuse service, close accounts of any Clients, and change eligibility requirements at any time.
When you sign our proposal and agree to these Terms, the Agreement between you and Web3nft is formed, and the term of the Agreement (the “Term”) will begin. The Term will continue indefinitely until you or we terminate the Agreement in accordance with these Terms, whichever happens first. If you sign our proposal on behalf of a company or other entity, you represent and warrant that you have the authority to accept these Terms and enter into the Agreement on its behalf.
Client Cancellation (Fully Paid Setup Fee)
If our initial Setup Fee has been paid in full you reserve the right to cancel this agreement at any time for any reason via written notice. Cancellation will be within seven working days (7) following a written confirmation from us confirming the cancellation request.
Client Cancellation (Non-Fully Paid Set Up Fee)
Client reserves the right to cancel without full Setup Fee payment if any of the following conditions have been met:
- Client pays Setup fee in full and is treated under the terms in “Cancellation (Fully Paid Setup Fee)” above
- Agreed upon NFT mint has been sold in full
- The NFT mint is continuously live, and Client provides our App visibility above the fold on their main website’s highest traffic page for a term no less than six (6) months.
Client Cancellation Prior to Full Mint Sale
In the event of Client cancellation prior to the full mint sale of the NFT collection Web3nft will retain ownership of the unsold collection unless otherwise stated in writing. Under these conditions Web3nft may sell the remaining collection at any time to any buyer. Web3nft agrees to honor the terms of the payment allocation promised the Client as document in the signed Proposal, or updated Add-ons or contract amendments agreed upon by both Parties.
Web3nft reserves the right to suspend the Service to you at any time, with or without cause. If we terminate without cause, and our Service has not been fulfilled we will assess a partial refund on a self-determined pro rata basis. The total refund shall never exceed more than 90% of the initial Setup Fee. We are not responsible for any other form of compensation not limited to but including (fees, interest, damages, refunds) for any reason. We will not refund or reimburse you in any other situation, including if your account is suspended or terminated for cause, such as for a breach or violation of the Agreement. If your account is inactive for 24 or more months, we may terminate your account and you will not be entitled to any refund. Once your account is terminated, you acknowledge and agree that we may permanently delete your account and all the data associated with it.
We are constantly trying to improve our Services, so these Terms may need to change along with our Services. We may change any of the Terms by posting revised Terms on our Web3nft website. Unless you terminate your account, the new Terms will be effective immediately upon posting and apply to any continued or new use of the Service. We may change the Service, Add-ons, or any features of the Service at any time, and we may discontinue the Service, Add-ons, or any features of the Service at any time.
Account and Password
You are responsible for keeping any account names and passwords confidential. You are also responsible for any account that you have access to and any activity occurring in such account (other than activity that Web3nft is directly responsible for that is not performed in accordance with your instructions), whether or not you authorized that activity. You will immediately notify us of any unauthorized access or use of your accounts. We are not responsible for any losses due to stolen or hacked passwords. We have the right to update any of your contact information in your account for billing purposes. In addition, you represent and warrant that all information you provide to us when you establish an account, and when you access and use the Service, is and will remain complete and accurate. We may contact you, or any authorized user, or login added to your account, based on the information provided in your account.
Customization Work and Consulting
In some cases, Web3nft solutions will require customization or consulting. Web3nft may choose to include these as part of the Service or will create a Statement of Work (“SOW”) for paid additional custom work. In the latter case, Client shall compensate Web3nft for the Web3nft Solutions at the rates and fees set forth in the Client Agreement (such compensation, the “Fees”). Unless otherwise specified, payments are due upon receipt of invoice. Without limiting any other remedies, payments received later than thirty (30) days after the invoice date shall bear interest measured from the date such payment was due until the date such payment is made, at the lesser of one and one-half percent (1½ %) per month and the maximum rate permitted by law.
Fees do not include travel, accommodation, or living and out of pocket expenses incurred by Web3nft while delivering the Web3nft Solutions. However, no such expenses shall be billed to Customer without the prior express written consent of Customer.
Credit Card Donor Payments
Credit card payment processing will be done by Web3nft by default. Should the Proposal or another agreement grant the Client payment processing they promise to give read access (or greater) to Web3nft of all payments and processing before the NFT mint is live.
Secondary Market NFT payments
Secondary payment royalties will be distributed to the Client and Web3nft on previously agreed upon terms in the Proposal. Should there be no agreed upon terms Web3nft retains the right to include secondary royalty payments of an amount no greater than ten (10) percent.
Feedback and Proprietary Rights
We own all proprietary rights in the Service, including, but not limited to, patents, trademarks, service marks, trade secrets, copyrights, and other intellectual property rights.
You shall retain all right, title, and interest in and to the material, content, data, and information (including your personal information and the personal information of others) you submit to Web3nft in the course of using the Service or which Web3nft otherwise retrieves or accesses at your direction or with your permission (collectively, your “Content”). Subject to these Terms, you grant us permission to use or disclose your Content (including any personal information therein) only as necessary to provide the Service to you and/or as otherwise permitted by these Terms. You represent and warrant that: (i) you own or have otherwise obtained all necessary rights, releases, and permissions to submit all your Content to the Service and to grant the rights granted to us in these Terms and (ii) your Content and its submission and use as you authorize in these Terms will not violate (1) any applicable law, (2) any third-party intellectual property, privacy, publicity, or other rights, or (3) any of your or third-party policies or terms governing your Content.
You may provide or we may ask you to provide suggestions, comments, input or other feedback (“Feedback”) regarding the Service. If you provide us with any Feedback, then you grant us a royalty-free, non-exclusive, worldwide, sublicensable, and transferable license to use, reproduce, publicly display, distribute, modify, and publicly perform the Feedback as we see fit. Any Feedback you choose to provide is given entirely voluntarily. You understand that you will not receive any compensation for your Feedback, and that we may use any Feedback you provide to improve the Service or to develop new features and services.
Data collected during the mint (including but not limited to data such as total NFTs distributed, average donation size, type of donation, time taken to complete the mint) may be stored by Web3nft and you grant us a royalty-free, non-exclusive, worldwide, sublicensable, and transferable license to use, reproduce, publicly display, distribute, modify, and publicly perform the Data as we see fit.
Right to Review Content and Usage
We may view, copy, and internally distribute Content from your account to create algorithms and programs (“Tools”) that help us spot problem accounts and improve the Service. We use these Tools to see whether Clients violate these Terms or laws and to study data internally to make the Service smarter and create better experiences for Clients and their donors.
Rules and Abuse
By agreeing to these Terms, you promise to follow these rules:
You will not create or share content generated by Web3nft in any way inconsistent with general copyright and intellectual property laws.
We also may suspend or terminate your account if we determine, in our sole discretion, that you are either:
an organization that has publicly stated or acknowledged that its goals, objectives, positions, or founding tenets include statements or principles that could be reasonably perceived to advocate, encourage, or sponsor Hateful Content or A Threat of Physical Harm;
a person that has publicly made a comment or statement, or otherwise publicly made known a position, including by membership in an organization as discussed above, that could be reasonably perceived as Hateful Content or A Threat of Physical Harm; or
a person or organization that has acted in such a way as could be reasonably perceived to support, condone, encourage, or represent Hateful Content or A Threat of Physical Harm.
Web3nft also does not allow the distribution of Content that is, in our sole discretion, materially false, inaccurate, or misleading in a way that could deceive or confuse others about important events, topics, or circumstances.
If you violate any of these rules, then we may issue a warning to, suspend, or terminate your account.
If you think anyone is violating any of these Terms or has posted material that violates any protected marks or copyrights, please notify us immediately.
Compliance with Laws
You represent and warrant that your use of the Service will comply with all applicable laws and regulations. You’re responsible for determining whether the Service is suitable for you to use in light of your obligations under any regulations like HIPAA, GLB, Data Protection Laws, United States export control laws and regulations and economic sanctions laws and regulations (“U.S. Export Control Laws and Regulations”), or other applicable laws. If you’re subject to regulations (like HIPAA) and you use the Service, then we won’t be liable if the Service doesn’t meet those requirements. You may not use the Service for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, Children’s Online Privacy Protection Act, or any other applicable laws.
If you collect any personal information pertaining to a minor and store such information within your Web3nft account, you represent and warrant that you have obtained valid consent for such activities according to the applicable laws of the jurisdiction in which the minor lives.
You agree, represent, and warrant to Web3nft that:
You will get and maintain all necessary permissions and valid consents required to lawfully transfer data to Web3nft and to enable such data to be lawfully collected, processed, and shared by Web3nft for the purposes of providing the Service or as otherwise directed by you.
You will comply with all laws and regulations applicable to the media data collected through the Service.
You agree to indemnify and hold us harmless from any losses, including all legal fees and expenses, that result from your breach of this.
The software that supports the App (the “Software”) is subject to U.S. Export Control Laws and Regulations. Export laws are set up by the U.S. government to keep certain goods and services from reaching other countries, usually because of security concerns or trade agreements. None of the Software may be downloaded or otherwise exported or re-exported in violation of U.S. Export Control Laws and Regulations and any other applicable export laws and regulations (collectively, “Export Control Laws”). Therefore, you agree that you won’t, directly or indirectly through a third party, allow the Software to be accessed or generated from within, or distributed or sent to, any prohibited or embargoed country as mentioned in any Export Control Laws. In addition, you certify that neither you nor any principals, officers, directors, or any person or entity you know to be directly involved with the use of the Service is designated on any U.S. government list of prohibited or restricted persons.
It’s important to note that this isn’t meant to provide a comprehensive summary of the Export Control Laws that govern Web3nft, the Service, or the Software. You’re downloading and using the Software at your own risk, and it’s your responsibility to consult with a legal advisor to make sure your use of the Service and the Software complies with applicable laws.
Limitation of Liability
To the maximum extent permitted by law, you acknowledge and agree that (i) you assume full responsibility for any loss that results from your use of the Service, including but not limited to the use of the App and downloads from the Web3nft Site; (ii) we and our Team won’t be liable for any indirect, punitive, special, or consequential damages under any circumstances, even if they’re based on negligence or we’ve been advised of the possibility of those damages.
For the avoidance of doubt, in no instance will we or our Team be liable for any losses or damages you suffer if you use the Service in violation of these Terms, regardless of whether we terminate or suspend your account due to such violation.
Client realizes the risks associated with hosting 3rd party applications including but not limited to the App and has reviewed and accepted such risks. All Web3nft software including but not limited to the App is provided on an ‘As is’ basis and Web3nft does not warrant that the software will meet the client’s requirements or that the web3nft’s App operation will be secure, uninterrupted, error-free, free of viruses, bugs, worms, other harmful components, or other program limitations. To the extent allowed by law, web3nft expressly disclaims all express or implied warranties, and all conditions, including, but not limited to, the implied warranties or condition of the merchantability, fitness for a particular purpose and any warranties arising out of course dealing or usage of trade.
You agree to indemnify and hold us and our Team harmless from any losses, including legal fees and expenses that directly or indirectly result from any claims you make that aren’t allowed under these Terms due to a “Limitation of Liability” or other provision. (Indemnity is an agreement to compensate someone for a loss.) You also agree to indemnify and hold us harmless from any losses, including legal fees and expenses, that directly or indirectly result from (i) your Content, (ii) your use of the Service, (iii) your violation of any laws or regulations, (iv) third-party claims that you or someone using your password did something that, if true, would violate any of these Terms, (v) any misrepresentations made by you, or (vi) a breach of any representations or warranties you’ve made to us.
Your violation of these Terms may cause irreparable harm to us and our Team. Therefore, we have the right to seek injunctive relief or other equitable relief if you violate these Terms (meaning we may request a court order to stop you).
If we have to provide information in response to a subpoena, court order, or other legal, governmental, or regulatory inquiry related to your account, then we may charge you for our costs. These fees may include attorney and employee time spent retrieving the records, preparing documents, and participating in a deposition.
We and our Team are not responsible for the behavior of any third parties, agencies, linked websites, or other Clients and Partners, including third-party applications, products, or services for use in connection with the Service (each, a “Third-Party Integration”). Your use of any Third-Party Integration and rights with respect to such Third-Party Integration are solely between you and the applicable third party. We are not responsible for the privacy, security or integrity of any Third-Party Integration or the practices and policies of any Third-Party Integration. We make no warranties of any kind and assume no liability of any kind for your use of any Third-Party Integration.
Notice to U.S. Government End Users
The Software and the Web3nft Site, including all documentation, are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, and consist of “Commercial Computer Software” and “Commercial Computer Software Documentation.” The Commercial Computer Software and Commercial Computer Software Documentation are licensed to U.S. government end users:
only as Commercial Items,
with the same rights as all other end users, and
according to the Terms.
Published and unpublished rights are reserved under the copyright laws of the United States.
Assignment. You may not assign, delegate, or transfer these Terms or your rights or obligations hereunder, or your Account, in any way (by operation of law or otherwise) without Web3nft’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Choice of Law
These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of Delaware, without regard to the conflicts of laws provisions thereof.
We won’t be held liable for any delays or failure in performance of any part of the Service, from any cause beyond our control. This includes, but is not limited to, acts of god, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, strikes, power blackouts, volcanic action, COVID or other virus related zombie apocalypse, nuclear accidents, floods, unusually severe weather conditions, and acts of hackers, or third-party internet service providers.
Even if this Agreement is terminated, the following sections will continue to apply: Feedback and Proprietary Rights, Compliance with Laws, Limitation of Liability, No Warranties, Indemnity, Choice of Law, Severability, and Entire Agreement.
If it occurs that a section of these Terms is not enforceable, then that section will be removed or edited as little as required, and the rest of the Agreement will still be valid.
The headers and sidebar text are provided only to make these Terms easier to read and understand. The fact that we wrote these Terms will not affect the way the Agreement is interpreted.
If we do not immediately take action on a violation of these Terms, we are not giving up any rights under the Terms, and we may still take action at a future point in time.
You will provide all documents and take any actions necessary to meet your obligations under these Terms.
You may not, and you agree not to or enable others to, copy (except as expressly permitted by us), decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of our Software (including but not limited to the App) or any of our Service provided.
Notification of Security Incident
If we become aware of a security incident related to our systems or databases that contain personal information, we will notify you if required by law. In that event, we will also provide you with information about that incident so that you can evaluate the consequences to you and any legal or regulatory requirements that may apply to you, unless we are prevented from doing so by legal, security or confidentiality obligations. Notifying you of a security incident or cooperating with you to respond to one will not be deemed an acknowledgement or assumption of any liability or fault of Web3nft for such incident.
From time to time, (i) we may invite you to try products or features related to our Service that are not generally available to all of our Clients or the public or (ii) we may release products or features related to our Service that are identified in the App as beta, preview, pilot, limited release, or by a similar designation (collectively, “Beta Services”). Beta Services may be provided for evaluation or testing purposes only, and, therefore, may contain bugs or errors, and may not be as reliable as other features of the Service. We may discontinue Beta Services at any time in our sole discretion, and we may decide not to make Beta Services generally available. For the avoidance of doubt, Beta Services are a part of the Service, and, therefore, are subject to the terms of this Agreement.
Any notice to you will be effective when we send it to the last email or physical address you gave us or when posted on our Web3nft Site. Any notice to us will be effective when delivered to us along with a copy to our legal counsel or any addresses as we may later post on the Web3nft Site.
These Terms and any Additional Terms you have agreed to by enabling any Add-ons make up the entire agreement between us in relation to its subject matter and supersede all prior agreements, representations, and understandings. Any Additional Terms will be considered incorporated into the Agreement when you activate the corresponding Add-on.
Where there is a conflict between these Terms and the Additional Terms, the Additional Terms will control to the extent of the conflict.
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Updated as of May 19th 2022.