Last updated on March 7th, 2022
I. INTRODUCTION
These terms and conditions create a contract (the "Agreement") between you and Creator Machine LLC ("Creator Machine"). For purposes of this Agreement, "you" means the user. If you access or use the website on behalf of an entity, then "you" means the user and that entity, and you represent and warrant that you are an authorized representative of that entity and have the authority to bind the entity to this Agreement. Creator Machine is a service provider and is not a wallet provider, exchange, broker, financial institution or creditor.
This Agreement governs your access and use of Creator Machine's website, and all features and functionality therein, including without limitation the ability to view and create non-fungible tokens ("NFTs") and connect directly with others to purchase, sell, or transfer NFTs on the Solana blockchain (collectively, the "Service"). Creator Machine does not execute or effectuate purchases, transfers, or sales of NFTs and does not have custody or control over the NFTs or blockchains with which you may interact.
PLEASE READ THIS AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR LEGAL RIGHTS AND OBLIGATIONS. BY USING THE SERVICE, YOU AGREE TO BE BOUND BY THE TERMS SET FORTH IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE. THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION AND NOTICE AND CLASS ACTION WAIVER. PLEASE REFER TO THE "GOVERNING LAW, ARBITRATION CLAUSE & CLASS ACTION WAIVER" SECTION FOR MORE DETAILS. BY AGREEING TO THESE TERMS OF SERVICE YOU ARE AGREEING THAT, IN MOST CASES, DISPUTES BETWEEN YOU AND CREATOR MACHINE WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
II. USING THE SERVICE
To use our Service, you need compatible hardware, software, Internet access (fees may apply), a blockchain address and a third-party wallet. The Services' performance may be affected by these factors. The jurisdiction from where you access the Service may impose additional restrictions on your use of Service, which is beyond the control of Creator Machine, and access or use of the Service is not guaranteed.
Your Creator Machine account ("Account") will be associated with your blockchain address. All NFTs and related content associated with your blockchain address are public and as such, are available to Creator Machine and other users. By using a wallet in connection with the Service, you agree that you are using that wallet lawfully and in accordance with all other third-party terms and conditions that may apply. Wallets are not operated or maintained by Creator Machine, and Creator Machine is not affiliated with any wallet provider. For the avoidance of doubt, Creator Machine does not have custody or control over the contents of your wallet and has no ability to retrieve or transfer its contents. The contents and security of your wallet are solely your responsibility. Creator Machines accepts no responsibility or liability for your use of a
wallet in connection with the Service and makes no representations or warranties about any wallets' compatibility with the Service.
By using the Service, you understand the importance of doing your own research ("DYOR"). You bear full responsibility for verifying the legitimacy, authenticity and legality of any NFTs, users, accounts or third-parties with whom you may interact while using the Service. Creator Machine makes no representations or warranties about the legitimacy, authenticity, or legality of any NFTs, users, third-parties, or third-party content visible through the Service. NFTs purchased and sold through the Service may be subject to additional terms between buyers and sellers. All purchases made through the Creator Machine platform are final. Creator Machine cannot facilitate a refund or return of any NFT purchased through a "storefront" used in conjunction with the Service.
From time to time, your access and use of the Service may be interrupted for any of several reasons, including, without limitation, updates, repairs or maintenance of the Service or any other actions that Creator Machine, in its sole discretion may elect to take. Creator Machine may be required by a government authority to request additional information or documents from you as a user. In that case, Creator Machine, in its sole discretion, may elect to disable your account permanently or temporarily.
You must be 18 years old to create an account and use our Services. If you are at least 13 years old, you may use Creator Machine through a parent or guardian's Account with their approval and guidance.
III. SERVICE RULES
The following rules govern your use of the Service ("Usage Rules"). Any violation or suspected violation may result in limiting or restricting your access to the Service, or any such action that Creator Machine deems appropriate under the circumstances. Creator Machine reserves the right to take action with or without advanced notice.
- You may use the Service for personal or commercial use;
- You agree that you will not access the Service from any country sanctioned by the government of the United States or to carry out activities for individuals or entities located in a sanctioned country;
- You agree that you will not violate any laws, regulations, contracts or other third-party rights, including but not limited to intellectual property rights, in connection with your use of the Service;
- You may not use or attempt to use any other user's Account without such user's permission;
- You may not engage in name squatting;
- You may not tamper with, circumvent, or seek to reverse-engineer any technology, security or otherwise, included with the Service;
- You may not use the Service in a way that could damage, modify, or impair access to or use of the Service in a way not authorized by Creator Machine;
- You may not access the Service through automated means or with an interface not authorized by Creator Machine, including, but not limited to, a robot, spider, or scraper;
- You may not reverse engineer, duplicate, decompile, disassemble or decode any aspect of the Service or do anything that might discover or reveal protected source code;
- You may not collect data from the Service;
- You may not use the Service for any unlawful purpose including, but not limited to, money laundering, terrorist financing, and fraud;
- You may not use the Service to facilitate financial activities subject to registration or licensing, including, but not limited to buying or selling securities, commodities, options or debt instruments;
- You may not use the Service to create, sell or buy NFTs or other items that would give the purchaser rights to participate in a securities offering, or are redeemable for securities, commodities or other financial instruments;
- You may not use the Service to display any illegal content, content that has been unlawfully obtained, or content that promotes child exploitation, suicide, hate, violence or any other acts deemed inappropriate by Creator Machine in their sole discretion;
- You may not use the Service for any advertising or marketing activity;
- You may not send spam, including unsolicited NFTs to other users; and
- Use of the Service does not transfer any commercial or promotional use rights to you.
IV. INTELLECTUAL PROPERTY
You agree that the Service, including but not limited to graphics, audio, user interface, and the code and software used to implement the Service, contains proprietary information and material that is owned solely by Creator Machine and/or its licensors and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the Service in compliance with this Agreement. You may not use any metatags or other "hidden text" utilizing "Creator Machine" or any other name, trademark or product or service name of Creator Machine without our prior written permission. You may not seek to reverse-engineer or duplicate the Service in any manner.
You agree that you have, or have obtained, all rights, licenses and permissions necessary to use any data, graphics, audio, NFT traits, or other information that you upload to the Creator Machine platform, and that by using any of the foregoing, you are not violating any applicable laws, rules or regulations or third-party rights. Creator Machine reserves the right to terminate your rights to the Service upon any notice that you may be violating others intellectual property rights. Further, Creator Machine will take down works in response to Digital Millennium Copyright Act ("DMCA") takedown notices and other intellectual property infringement claims.
Creator Machine agrees and acknowledges that you own the rights to any unique NFTs you develop with the Service under the License (hereinafter defined) other than the source code or any other contributions that are the intellectual property of Creator Machine,
By using the service, you grant us a worldwide, irrevocable, perpetual, non-exclusive, sublicensable, royalty-free license to use, copy, modify, and display any content that you submit, post or create through the Service, including the NFT that you create, for any business purpose, including to promote the Service.
While we welcome suggestions for improvements to the Service, you acknowledge and expressly agree that any contribution does not and will not give or grant you any right, title or interest in the Service or those suggestions. You agree that Creator Machine may use and disclose any suggestions in any manner and for any purpose whatsoever without further notice, and you expressly grant Creator Machine all rights and title to any suggestions.
If you suspect that your, or anybody else's, intellectual property rights may have been violated, please contact us by emailing contact@creatormachine.com.
V. LICENSE TO ACCESS AND USE OUR SERVICE
You are hereby granted a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable personal license to access and use the Service (the "License"), provided, however, that such License is subject to your compliance with this Agreement and the laws of the jurisdiction through which you access the Service. If any software, content, or other materials owned by, controlled by, or licensed to us are distributed or made available to you as part of your use of the Service, we hereby grant you a limited, revocable, personal, non- assignable, non-sublicensable, non-transferrable, and non-exclusive right and license to access such software, content, and materials provided to you as part of the Service, subject to any limitations in our authority to grant such license as dictated by the terms of our agreements with third-parties, in each case for the sole purpose of enabling you to use the Service as permitted by this Agreement, provided that your license in any content linked to or associated with any NFTs is solely as set forth by the applicable seller or creator of such NFT. The License is revocable at anytime in the sole and absolute discretion of Creator Machine.
You agree to pay Creator Machine a royalty (the "Royalty") equal to a percentage of all worldwide gross revenue attributable to any NFT created using the Service regardless of whether that revenue is received by you, another person, or a legal entity or whether you sell your NFT to end users directly or through a third-party. The specific percentage amount will be set through a separate agreement between you and Creator Machine.
The Royalty will be embedded in the NFT and exist on the blockchain such that any payments will be automatically deposited into your wallet and a wallet for Creator Machine. For instance, if the Royalty is set at 10% and the NFT is sold for $100, the proceeds of the sale will be distributed as follows: $90 deposited to your wallet and $10 deposited into a wallet designated by Creator Machine. Third-party transaction fees may apply; however, Creator Machine, will not assess transaction fees or late fees to any Royalty payments.
All Royalties will be payable under this Agreement with respect to each NFT for as long as any source code, belonging to Creator Machine (including as modified by you under the License) is incorporated in or used to make the NFT, is protected under copyright or other applicable intellectual property law. Notwithstanding the foregoing, Creator Machine may, in its sole discretion, elect not to charge a Royalty.
VI. ASSUMPTION OF RISK
You accept and acknowledge:
• Creator Machine is exclusively a service provider and makes no representations or warranties with respect to NFTs or other content that may be created, purchased or sold through the Service.
• The value of an NFT is subjective. NFT prices are subject to supply and demand dynamics, market volatility, fluctuations in the price of cryptocurrency and other external factors. You assume all risks of participating in this market and acknowledge that you may lose money and that you may not hold Creator Machine liable for any resulting losses.
• The regulatory regime governing blockchain technologies, NFTs, cryptocurrency, and other crypto-based items is uncertain, and new regulations or policies may materially adversely affect the development of the Service and the utility of NFTs.
• You are solely responsible for determining what, if any, taxes apply to your transactions.
• There are risks associated with purchasing items associated with content created by third parties through peer-to-peer transactions. You represent and warrant that you have done sufficient research before making any decisions to sell, obtain, transfer, or otherwise interact with any NFTs or accounts/collections.
• We do not control the public blockchains that you are interacting with and we do not control certain smart contracts and protocols that may be integral to your ability to complete transactions on these public blockchains. Additionally, blockchain transactions are irreversible and Creator Machine has no ability to reverse any transactions on the blockchain nor does Creator Machine make any representations or warranties regarding any blockchain transactions that may occur as a result of your use of the Service.
• There are risks associated with using Internet and blockchain based products, including, but not limited to, the risk of malicious software, and the risk that third parties may obtain unauthorized access to your third-party wallet or Account. You accept and acknowledge that Creator Machine will not be responsible for any issues you may experience when using the Service.
• Creator Machine reserves the right to hide NFTs, and other items that Creator Machine deems, in its sole discretion, to be in violation of this Agreement. Items you purchase may become inaccessible on Creator Machine
• If you have a dispute with one or more users, YOU HEREBY RELEASE CREATOR MACHINE FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, INCLUDING CONSEQUENTIAL DAMAGES SUCH AS LOST PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.
VII. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
CREATOR MACHINE DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR ACCESS OR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT FROM TIME-TO-TIME CREATOR MACHINE MAY REMOVE THE SERVICE FOR INDEFINITE PERIODS OF TIME, CANCEL THE SERVICE AT ANY TIME, OR OTHERWISE LIMIT OR DISABLE YOUR ACCESS TO THE SERVICE WITHOUT NOTICE TO YOU.
YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, OR ACTIVITY IN CONNECTION WITH, THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. CREATOR MACHINE WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN IN RELIANCE ON MATERIAL OR INFORMATION CONTAINED ON THE SERVICE. CREATOR MACHINE SHALL USE REASONABLE EFFORTS TO PROTECT INFORMATION SUBMITTED BY YOU IN CONNECTION WITH THE SERVICE, BUT CREATOR MACHINE CANNOT AND DOES NOT REPRESENT OR
WARRANT THAT THE SERVICE, CONTENT, CONTENT LINKED TO OR ASSOCIATED WITH ANY NFTS, OR ANY NFTS YOU INTERACT WITH WHILE USING CREATOR'S SERVICE OR OUR SERVICE PROVIDERS' SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. NO ADVICE OR INFORMATION, WHETHER ORAL OR OBTAINED FROM THE CREATOR MACHINE PARTIES OR THROUGH THE SERVICE, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND YOU HEREBY RELEASE CREATOR MACHINE FROM ANY AND ALL LIABILITY TO YOU FOR ANY LOSS OR LIABILITY RELATING TO SUCH INFORMATION, INCLUDING BUT NOT LIMITED TO A SECURITY BREACH, IN ANY WAY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION OF IMPLIED WARRANTIES MAY NOT APPLY TO YOU.
YOU AGREE THAT UNLESS REQUIRED BY APPLICABLE LAW, CREATOR MACHINE HAS NO RESPONSIBILITY TO CONTINUE MAKING THE SERVICE AVAILABLE TO YOU, AND CREATOR MACHINE WILL NOT BE LIABLE TO YOU IF CONTENT, INCLUDING CREATED OR PURCHASED CONTENT, BECOMES UNAVAILABLE OR INACCESSIBLE. CONTENT CREATED WITH THE SERVICE WILL EXIST ON A PUBLIC BLOCKCHAIN AND MAY PERSIST BEYOND ANY TERMINATION OF THIS AGREEMENT OR THE SERVICE.
IN NO CASE SHALL CREATOR MACHINE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF THE SERVICE OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE SERVICE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS, CREATOR MACHINE'S LIABILITY SHALL BE LIMITED TO THE EXTENT SUCH LIMITATION IS PERMITTED BY LAW.
CREATOR MACHINE DOES NOT REPRESENT OR GUARANTEE THAT THE SERVICE WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND YOU HEREBY RELEASE CREATOR MACHINE FROM ANY LIABILITY RELATING THERETO. YOU SHALL BE RESPONSIBLE FOR BACKING UP YOUR OWN SYSTEM, INCLUDING ANY CONTENT ACQUIRED OR CREATED THROUGH THE SERVICE.
CREATOR MACHINE IS NOT RESPONSIBLE FOR DATA CHARGES YOU MAY INCUR IN CONNECTION WITH YOUR USE OF THE SERVICES.
VIII. WAIVER AND INDEMNITY
BY USING THE SERVICE, YOU AGREE, TO THE EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD CREATOR MACHINE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, YOUR USE OF THE SERVICE, OR ANY ACTION TAKEN BY CREATOR MACHINE AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. YOU AGREE THAT YOU SHALL NOT SUE OR RECOVER ANY DAMAGES
FROM CREATOR MACHINE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND LICENSORS AS A RESULT OF ITS DECISION TO WARN, TO SUSPEND OR TERMINATE YOUR ACCESS TO THE SERVICE, OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF CREATOR MACHINE'S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS WAIVER AND INDEMNITY PROVISION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT
IX. PRIVACY
Your use of our Service is subject to Creator Machine's Privacy Policy, which is available at https://creatormachine.com/#privacy
X. SECURITY
You agree to inform Creator Machine of any suspected security violation involving your account by emailing us at contact@creatormachine.com.
XI. CONTRACT CHANGES
Creator Machine reserves the right at any time to modify this Agreement and to add new or additional terms or conditions on your use of the Service. Such modifications and additional terms and conditions will be effective immediately and incorporated into this Agreement. Your continued use of the Service will be deemed acceptance thereof.
XII. SEVERABILITY
If any term, clause or provision of this Agreement is held invalid or unenforceable, then that term, clause or provision will be severable from this Agreement and will not affect the validity or enforceability of any remaining part of that term, clause, or provision or any other term, clause or provision of this Agreement.
XIII. TERMINATION
If you breach this Agreement, Creator Machine will terminate your access to the Service and immediately revoke any and all association rights that may have been granted to you during the course of this Agreement. Notwithstanding anything to the contrary in this Agreement, Creator Machine expressly reserves the right to terminate this Agreement at any time, with or without notice, for any reason and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us.
XIV. GOVERNING LAW, ARBITRATION CLAUSE & CLASS ACTION WAIVER
If there is any dispute between you and Creator Machine about or involving the Service, you expressly agree that any such dispute shall be governed by the laws of the State of New York, without regard to its conflict of law provisions.
You agree that any dispute, claim, or controversy arising in connection with or relating in any way to this Agreement, your use of the Service or the Service will be determined solely by mandatory binding individual (not class) arbitration administered in the County of New York,
State of New York by the American Arbitration Association under its Commercial Arbitration Rules. You agree that the arbitrator, and not any federal, state or local court or agency, shall have the exclusive power and authority to resolve all disputes and to rule on the arbitrator's jurisdiction, including any objections related thereto of any nature whatsoever. There will be no judge or jury in the arbitration proceeding and court review of an arbitration award is limited. The arbitrator must follow this Agreement and can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award any relief, including declaratory or injunctive relief, benefiting anyone other than the parties to the arbitration. This arbitration provision will survive termination of this Agreement. YOU AND CREATOR MACHINE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY
PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Creator Machine agree, no arbitrator or judge may consolidate more than one person's claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. If a court decides that applicable law precludes enforcement of any of this paragraph's limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
Notwithstanding the foregoing, you and Creator Machine may seek injunctive or equitable relief in a state or federal court sitting in the County of New York, State of New York, if a claim arises that relates to the enforcement of intellectual property rights. For those disputes brough in state or federal court, you and Creator Machine agree to submit to the personal and exclusive jurisdiction of the courts located within the county of New York, New York.
You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt out to the following address: [email address]. The notice must be sent within 30 days of your first use of the Service; otherwise you shall be bound to arbitrate disputes in accordance with the terms of this Agreement. If you opt out of these arbitration provisions, Creator Machine also will not be bound by them.
XV. OTHER PROVISIONS
a. Entire Agreement. This Agreement, along with the Privacy Policy, which is incorporated herein by reference, constitute the entire agreement between you and Creator Machine and governs your use of the Services, superseding any prior agreements with respect to the same subject matter between you and Creator Machine. You may be subject to additional terms and conditions with third-parties.
b. Communication Preferences. Creator Machine may notify you with respect to the Service by sending you electronic communications. By creating an Account, you consent to receive electronic communications from Creator Machine. These communications may include notices about your Account. We may also send you promotional communications. You are not required to provide this content as a condition of using the Service. With the possible limited exception of certain important messages about the Service or administrative matters, you may opt out of these communications through the Service or your internet or cellular provider by following the unsubscribe instructions provided.
c. Applicable Laws. You agree to comply with all local, state, federal and national laws, statutes, ordinances, and regulations that apply to your use of the Service. You and Creator Machine agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of this Agreement.
d. Third-Party Beneficiaries. This Agreement is intended for the sole benefit of you and Creator Machine and is not intended to confer third-party beneficiary rights upon any other person or entity.