CODAMADE Terms of ServiceUPDATED: 22/03/2023
Welcome to the CODAMADE (“CODAMADE” or “we”) Digital Artwork Platform (the “Platform”)! The Platform enables users to purchase, sell, collect, and maintain a collection of unique limited-edition blockchain-based non-fungible token products (each, a "Digital Artwork") created and sold by CODAMADE that is associated with the artwork of third-party creators (each, a “Creator”, and such artwork, “Creator Content”). These Terms of Service (“Terms”) apply to your access to and use of the Platform and all services made available on the Platform (collectively, the “Services”). By using our Services, you agree to these Terms, including the mandatory arbitration provision and class action waiver in Section 18. If you do not agree to these Terms, do not use our Services.
ARBITRATION NOTICE: YOU AGREE THAT, UNDER CERTAIN CONDITIONS DESCRIBED FURTHER IN SECTION 18, DISPUTES BETWEEN YOU AND CODAMADE ARISING OUT OF OR RELATED TO THESE TERMS WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHTS TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
WHEN YOU OBTAIN A DIGITAL ARTWORK, YOU RECEIVE A LIMITED LICENSE TO ACCESS, PERFORM AND/OR DISPLAY DIGITIZED CONTENT AND MATERIAL OF THE CREATOR MADE AVAILABLE TO YOU BY CODAMADE, SUBJECT TO THESE TERMS AND ANY APPLICABLE ADDITIONAL LICENSE TERMS FOR A DIGITAL ARTWORK AS MAY BE SPECIFIED AT TIME OF PURCHASE (“ADDITIONAL LICENSE TERMS”),THAT ARE BY AND BETWEEN YOU AND CODAMADE, CREATOR, OR THIRD-PARTIES. WE WILL PRESENT ANY ADDITIONAL LICENSE TERMS TO YOU AT THE TIME OF PURCHASE AND A LINK TO THE ADDITIONAL LICENSE TERMS WILL BE EMBEDDED IN THE DIGITAL ARTWORK’S METADATA IF APPLICABLE.
OWNERSHIP OF A DIGITAL ARTWORK MAY ENTITLE YOU TO A LICENSE TO ACCESS OR USE CERTAIN OFF-BLOCKCHAIN BENEFITS, SUCH AS SPECIAL FEATURES, SERVICES OR GOODS (“BENEFITS”) PROVIDED BY CODAMADE OR THIRD-PARTIES VIA THE SERVICES as specified at time of purchase. YOUR RIGHT TO ACCESS, RECEIVE, USE, OR OTHERWISE INTERACT WITH ANY BENEFITS WILL IMMEDIATELY TERMINATE (WITHOUT THE REQUIREMENT OF NOTICE) IF YOU BREACH THESE TERMS OR ONCE YOU HAVE SOLD OR NO LONGER OWN A DIGITAL ARTWORK.
We may supply different or additional terms in relation to some of our Services, and those different or additional terms become part of your agreement with CODAMADE if you use those Services. If there is a conflict between these Terms and the additional terms, the additional terms will control for that individual conflict.
We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, by providing a notice through our Services or updating the date at the top of these Terms, or other ways of providing notice. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.
If you have any questions about these Terms or our Services, please contact us at info@codamade.com.
1. Privacy
For information about how we collect, use, share or otherwise process information about you, please see our Privacy Policy.
2. Eligibility
In order to use our Services, you must meet the following eligibility criteria:
If you use our Services on behalf of another person or entity:
(a) all references to "you" throughout these Terms will include that person or entity;
(b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf; and
(c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.
3. Promotions
Any airdrops, giveaways, sweepstakes, contests, raffles, surveys, games or similar promotions (collectively, “Promotions”) made available through or in connection with the Platform may be governed by rules that are separate from these Terms. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms, the Promotion rules will govern for that individual conflict. We note the rules in connection with a Promotion involving a particular Creator or third-party may be issued by such Creator or third-party, rather than by us and may be made available in connection with such Promotion as a separate, standalone set of terms and conditions.
4. Your User Account and Account Security
To use the Platform, you must use a third-party Web3 Ethereum Blockchain digital wallet which allows you to engage in transactions on the Ethereum blockchain such as MetaMask (“Web3 Wallet”). You acknowledge Web3 Wallets are not operated by, maintained by, or affiliated with CODAMADE, and CODAMADE does not have custody or control over the contents of your wallet and has no ability to retrieve or transfer its contents. CODAMADE accepts no responsibility for, or liability to you, in connection with your use of any Web3 Wallet and makes no representations or warranties regarding how the Service will operate with any specific Web3 Wallet. You are solely responsible for keeping your Web3 Wallet secure and you should never share your wallet credentials or seed phrase with anyone. If you discover an issue related to your Web3 Wallet, please contact your Web3 Wallet provider.
You must register for an account to access certain Services. When you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. You must not permit others to use your account credentials. You are responsible for the activities of any users that occur in connection with your account. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames.
Access to your account is limited solely to you. You will not sell, rent, lease, or grant access to your account to any person without our prior written permission.
You are solely responsible for maintaining the security of your account and control over any usernames, passwords, or any other codes that you use to access our Services. You will not hold us responsible for managing and maintaining the security of your account. We are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your account. You are responsible for monitoring your account. If you notice any unauthorized or suspicious activity in your account, please notify us immediately.
5. Purchase and Use of Digital Artwork
The Services allow for Digital Artwork to be purchased, sold, and used on the Platform in supported jurisdictions, subject to the terms and conditions of these Terms and any applicable Additional License Terms for a Digital Artwork as may be specified at time of purchase. A“Digital Artwork” consists of an Ethereum blockchain-based, non-fungible token (“NFT”) and the accompanying license to the Creator Content granted to the NFT holder under these Terms and the license granted herein. By purchasing or otherwise obtaining a Digital Artwork you agree to these Terms.
As part of the Service, CODAMADE may charge a fee for any Digital Artwork transactions taking place on or in connection with the Platform. CODAMADE shall also be entitled to recoup or pass on any third-party transaction fees (including but not limited to credit card fees) and, to the extent applicable, sales tax amounts incurred from your Digital Artwork transactions.
When you purchase or otherwise acquire Digital Artwork in connection with the Service, you further represent, warrant, acknowledge and agree to the following:
Although many users have no interest in selling their Digital Artwork, if you ultimately decide in the future to trade or sell your Digital Artwork, you understand that your Digital Artwork is unique, and the value of your Digital Artwork is solely dependent on another person’s interest in your unique Digital Artwork and what he or she would be willing to trade for it or spend to purchase it. You understand that the value of your unique Digital Artwork is driven by many factors outside of your control and outside of CODAMADE’s control, such as a buyer’s own connection and affinity with your unique Digital Artwork, the general interest in the Creator Content associated with the Digital Artwork, general interest in Artwork both physical and digital overall, and many other factors. Given the above factors, you understand there is no guarantee that, should you ultimately want to sell or trade your unique Digital Artwork, you will be able to find a buyer for it or a person to trade with for your Digital Artwork, and if you are able to find a buyer or person to trade with, there is no guarantee that value of what you receive or the price you receive will be higher or lower at any time as compared to what you perceive as your value or what you spent or traded for to obtain your Digital Artwork. You further acknowledge and agree that if the Digital Artwork is sold outside of the CODAMADE platform then the Digital Artwork shall no longer be eligible for transacting via the platform.
You are prohibited from reselling or distributing Digital Artwork outside of the Platform in a manner inconsistent with these Terms and any other Additional License Terms which may apply including but not limited to the transfer or sale of credentials used to access your account.
Additionally, certain Services may be made available exclusively to the current owner of a particular Digital Artwork. You may be required to demonstrate ownership of the applicable Digital Artwork in order to access these Services or services provided by third-parties. Without limiting any other right to terminate or suspend Services under these Terms, we may terminate your access to or use of these Services in the event that you transfer the applicable Digital Artwork to someone else.
By obtaining, holding and using Digital Artwork, you expressly acknowledge and assume the following risks and will hold CODAMADE harmless from liability from the following: risk of loss of access to your Digital Artwork or account due to errors or omissions; malfunction, breakdown or abandonment of the Ethereum protocol or other third-party software or services used to support NFTs and Digital Artwork; risk of mining attacks; risks of third party hackers, malware, denial of service attacks and the like; risk of uninsured losses; risks of regulatory actions and changes; and tax risks. If you transfer Digital Artwork to another user or third party, CODAMADE assumes no responsibility for confirming the identity of any recipient of Digital Artwork, the reason for the transfer or the users’ satisfaction regarding Digital Artwork.
Currently, the Platform is solely compatible with the Ethereum blockchain. To maintain your Digital Artwork, you must use an Ethereum blockchain Web3 Wallet. You will receive any Digital Artwork that you purchase directly to your Web3 Wallet. We will not be able to recover purchased Digital Artwork for you in the event that you lose access to your Web3 Wallet account.
Currently, all transactions which occur on the Platform are performed, managed, and confirmed via the Ethereum blockchain using the native cryptocurrency for Ethereum to facilitate transactions. Purchases must be made using a Web3 Wallet which is not operated by, maintained by, or affiliated with CODAMADE, and CODAMADE does not have custody or control over the contents of your wallet and has no ability to retrieve or transfer its contents. You cannot maintain a balance of cryptocurrency or cash with CODAMADE for purposes of making purchases through our Services.
The Platform transactions are executed by one or more smart contracts on the Ethereum blockchain and are not under any direct control by CODAMADE or any third-party. You acknowledge and agree that CODAMADE is not a party to any agreement or transaction on the Platform involving the purchase, sale, or transfer of Digital Artwork, whether or not a commission or fee is received by CODAMADE as a consequence of the transaction.
ALL PRICING AND PAYMENT TERMS ARE AS SET FORTH ON THE PLATFORM, AND ANY PAYMENT OBLIGATIONS YOU INCUR ARE BINDING AT THE TIME OF PURCHASE. ALL DIGITAL ARTWORK SALES ARE FINAL. UNLESS OTHERWISE REQUIRED BY LAW, WE WILL NOT PROVIDE A REFUND ON ANY DIGITAL ARTWORK PURCHASE.
6. Suspension of Access or Account
We have the right to immediately suspend your access or account, pause or cancel your access to our Services, or close your account if we suspect, in our sole discretion, that (a) your account is being used for money laundering, to evade sanctions or to engage in illegal activity, (b) you have concealed or provided false identification information or other details, (c) you have engaged in fraudulent activity, or (d) you have engaged in transactions in violation of these Terms.
CODAMADE may require you to provide additional information and documents in certain circumstances, including but not limited to a request of any government authority, as required by any applicable law or regulation, or to investigate a potential violation of these Terms. In such cases, CODAMADE, in its sole discretion, may disable your access or account and block your ability to access the Service until such additional information and documents are processed by CODAMADE. If you do not provide complete and accurate information in response to such a request, CODAMADE may in our sole discretion refuse to restore your access to the Service.
Your access and use of the Service may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Service or other actions that CODAMADE, in its sole discretion, may elect to take. If your account becomes inactive for six months or longer, as determined by CODAMADE in its sole discretion, you understand that CODAMADE may disable your account or reassign your username or associated url.
We reserve the right to report, suspend and/or terminate accounts for such suspected activity. We also may elect to discontinue the support of Digital Artwork as part of the Service at any time.
7. License to Services and Ownership
Our Services, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, including all intellectual property associated thereto, are owned by CODAMADE, the Creators, or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to our Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, non transferable, non-sublicensable, revocable license to access and use our Services for your own personal, noncommercial use. Any use of our Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.
8. Creator Content in Digital Artwork
9. Prohibited Conduct and Content
You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort and you are solely responsible for your conduct while using our Services. You will not:
Enforcement of this Section 9 is solely at CODAMADE’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section 9 does not create any private right of action on the part of any third party or any reasonable expectation that our Services will not contain any content that is prohibited by such rules.
10. Trademarks
CODAMADE and our logos, our product or service names, our slogans and the look and feel of our Services are trademarks of CODAMADE and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on our Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.
11. Feedback
You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about CODAMADE or our Services (collectively, "Feedback"). We may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, or improve the Feedback in CODAMADE' sole discretion. You understand that CODAMADE may treat Feedback as non confidential.
12. Third-Party Content
We may provide information about third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through our Services (in each case, excluding all Creator Content) (collectively, "Third-Party Content"), or rely on third parties, to provide the Services. We provide Third-Party Content as a service to those interested in such content. Except as set forth in these Terms your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. CODAMADE does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.
13. Indemnification
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless CODAMADE and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the "CODAMADE Parties") from and against any losses, liabilities, claims, demands, damages, expenses or costs ("Claims") arising out of or related to (a) your access to or use of our Services (including, without limitation, Digital Artwork, NFTs, Benefits and Creator Content; (b) your User Content or Feedback; (c) your violation of these Terms (including, without limitation, the terms and conditions with respect to Digital Artwork, NFTs, Benefits and Creator Content) or any applicable Additional License Terms for a Digital Artwork as may be specified at time of purchase ; (d) your violation, misappropriation or infringement of any intellectual property, privacy, or other rights of another; or (e) your conduct in connection with our Services. You agree to cooperate with the CODAMADE Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys' fees and court costs). CODAMADE Parties will have control of the defense or settlement, at CODAMADE's sole option, of any third-party Claims.
14. Disclaimers
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. EXCEPT AS OTHERWISE PROVIDED IN A WRITING BY US, THE SERVICES AND ANY CONTENT IN THE SERVICES, ALL CREATOR CONTENT, NFTS, BENEFITS AND ALL DIGITAL ARTWORK ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, CODAMADE DOES NOT REPRESENT OR WARRANT THAT OUR SERVICES, ANY CREATOR CONTENT, BENEFITS OR ANY DIGITAL ARTWORK ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WHILE CODAMADE ATTEMPTS TO MAKE YOUR USE OF OUR SERVICES AND ANY CONTENT THEREIN, ALL CREATOR CONTENT, NFTS, BENEFITS AND ALL DIGITAL ARTWORK SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT OUR SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF OUR SERVICES.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY ACCESS TO OR USE OF CREATOR CONTENT, NFTS, BENEFITS OR DIGITAL ARTWORK INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS TO APPLICATIONS; OR (E) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SITE OR THE ETHEREUM BLOCKCHAIN.
THE DIGITAL ARTWORK AND NFTS ARE INTANGIBLE DIGITAL ASSETS. THE OWNERSHIP RECORD IS MAINTAINED ON THE ETHEREUM BLOCKCHAIN NETWORK. ANY TRANSFER OF CONTROL THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE ETHEREUM BLOCKCHAIN NETWORK WHICH IS PUBLICLY SEARCHABLE.
The Digital Artwork are available only on the Ethereum Blockchain. You will not be able to transfer your Digital Artwork to any digital wallet that is not compatible with the Ethereum Blockchain. In the event that you inadvertently transfer a Digital Artwork to a digital wallet that is not compatible with the Ethereum Blockchain, your Digital Artwork may be lost or destroyed.
The Digital Artwork are transferable blockchain-based non-fungible tokens that evidence ownership of a limited license to Creator Content, and, in some cases, to access Benefits, that is exclusive to the current owner and thereby Digital Artwork as a form of alienable digital property. The price of non-fungible tokens may be subject to fluctuation based upon broader industry trends and sentiment. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of non-fungible tokens. Unlike cryptocurrencies and other fungible digital assets, non-fungible tokens are not used to make payments. Non-fungible tokens cannot be divided into smaller parts.
There is no guaranteed future value for Digital Artwork. Any future value of a Digital Artwork is based solely on consumer interest and demand for that Digital Artwork and not something that CODAMADE or the Creator can control or will attempt to control or influence.
We are not responsible for sustained losses due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), the Ethereum Blockchain, or any other features of Digital Artwork or the NFTs. We are not responsible for sustained losses due to late reports by Creators or representatives (or no report at all) of any issues with the Ethereum Blockchain supporting Digital Artwork including but not limited to forks, technical node issues or any other issues having fund losses as a result.
In some cases, CODAMADE integrates directly with third parties, including but not limited to, online merchant platforms, mailing list platforms, and social media platforms (“Third Party APIs”). CODAMADE has no control over the uptime and functionality made available through Third Party APIs and as such certain aspects of the Platform could incur an outage outside of CODAMADE’ control, and certain aspects of the Platform”s functionality could be impacted by changes of features made available through Third Party APIs.
The CODAMADE platform is subject to flaws. You acknowledge that you are solely responsible for evaluating any code provided by the Platform. CODAMADE may experience cyber-attacks, unexpected surges in activity, or other operational or technical difficulties that may cause interruptions to or delays on the Platform. You accept the risk of the Platform failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attaches, and you agree not to hold us accountable for any related losses.
15. Limitation of Liability
To the fullest extent permitted by applicable law, CODAMADE and the other CODAMADE Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if CODAMADE or the other CODAMADE Parties have been advised of the possibility of such damages.
The total liability of CODAMADE and the other CODAMADE Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the greater of $100 or the amount paid by you to use our Services.
The limitations set forth in this Section 15 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of CODAMADE or the other CODAMADE Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
16. Release
To the fullest extent permitted by applicable law, you release CODAMADE and the other CODAMADE Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users or the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
Transfer and Processing Data
In order for us to provide our Services, we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.
18. Dispute Resolution
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND CODAMADE TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH WE CAN SEEK RELIEF FROM EACH OTHER. YOU AND CODAMADE AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. CODAMADE AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY AND SUING IN COURT.
FOLLOW THE INSTRUCTIONS BELOW IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS ARBITRATION AGREEMENT.
19. Governing Law and Venue
Any dispute arising from these Terms and your use of our Services will be governed by and construed and enforced in accordance with the laws of the State of Wisconsin, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of the State of Wisconsin or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of the State of Wisconsin and the United States, respectively, sitting in Dane County, Wisconsin.
20. Modifying and Terminating our Services
These Terms will continue to apply to you until terminated by either you or us. We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time, INCLUDING IN THE EVENT OF YOUR ACTUAL OR SUSPECTED UNAUTHORIZED USE OF THE PLATFORM OR NON-COMPLIANCE WITH THE TERMS, OR IF WE REMOVE OR TAKE DOWN ALL OR ANY PORTION OF THE PLATFORM OR ANY CONTENT CONTAINED THEREIN FOR ANY REASON. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services. If you violate these Terms, CODAMADE may terminate and/or suspend your access to the Services and/or your use of the Digital Artwork.
21. Severability
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
22. Miscellaneous
These Terms constitute the entire agreement between you and CODAMADE relating to your access to and use of our Services. Notwithstanding any other provisions of these Terms, Sections [2 – 21] survive any expiration or termination of these terms. The failure of CODAMADE to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically. These Terms may not be transferred, assigned or delegated by you, by operation of law or otherwise, without our prior written consent, and any attempted transfer, assignment or delegation without such consent will be void and without effect. We may freely transfer, assign or delegate these Terms or our Services, in whole or in part, without your prior written consent.
ARBITRATION NOTICE: YOU AGREE THAT, UNDER CERTAIN CONDITIONS DESCRIBED FURTHER IN SECTION 18, DISPUTES BETWEEN YOU AND CODAMADE ARISING OUT OF OR RELATED TO THESE TERMS WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHTS TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
WHEN YOU OBTAIN A DIGITAL ARTWORK, YOU RECEIVE A LIMITED LICENSE TO ACCESS, PERFORM AND/OR DISPLAY DIGITIZED CONTENT AND MATERIAL OF THE CREATOR MADE AVAILABLE TO YOU BY CODAMADE, SUBJECT TO THESE TERMS AND ANY APPLICABLE ADDITIONAL LICENSE TERMS FOR A DIGITAL ARTWORK AS MAY BE SPECIFIED AT TIME OF PURCHASE (“ADDITIONAL LICENSE TERMS”),THAT ARE BY AND BETWEEN YOU AND CODAMADE, CREATOR, OR THIRD-PARTIES. WE WILL PRESENT ANY ADDITIONAL LICENSE TERMS TO YOU AT THE TIME OF PURCHASE AND A LINK TO THE ADDITIONAL LICENSE TERMS WILL BE EMBEDDED IN THE DIGITAL ARTWORK’S METADATA IF APPLICABLE.
OWNERSHIP OF A DIGITAL ARTWORK MAY ENTITLE YOU TO A LICENSE TO ACCESS OR USE CERTAIN OFF-BLOCKCHAIN BENEFITS, SUCH AS SPECIAL FEATURES, SERVICES OR GOODS (“BENEFITS”) PROVIDED BY CODAMADE OR THIRD-PARTIES VIA THE SERVICES as specified at time of purchase. YOUR RIGHT TO ACCESS, RECEIVE, USE, OR OTHERWISE INTERACT WITH ANY BENEFITS WILL IMMEDIATELY TERMINATE (WITHOUT THE REQUIREMENT OF NOTICE) IF YOU BREACH THESE TERMS OR ONCE YOU HAVE SOLD OR NO LONGER OWN A DIGITAL ARTWORK.
We may supply different or additional terms in relation to some of our Services, and those different or additional terms become part of your agreement with CODAMADE if you use those Services. If there is a conflict between these Terms and the additional terms, the additional terms will control for that individual conflict.
We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, by providing a notice through our Services or updating the date at the top of these Terms, or other ways of providing notice. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.
If you have any questions about these Terms or our Services, please contact us at info@codamade.com.
1. Privacy
For information about how we collect, use, share or otherwise process information about you, please see our Privacy Policy.
2. Eligibility
In order to use our Services, you must meet the following eligibility criteria:
- You must be located in a country that is NOT subject to the United States government embargo
- You must be located in a country that has NOT been designated by the United States government as a "terrorist supporting" country.
- You must not be listed on any United States government list of prohibited or restricted parties.
- You must be at least 18 years of age.
If you use our Services on behalf of another person or entity:
(a) all references to "you" throughout these Terms will include that person or entity;
(b) you represent that you are authorized to accept these Terms on that person’s or entity’s behalf; and
(c) in the event you or the person or entity violates these Terms, the person or entity agrees to be responsible to us.
3. Promotions
Any airdrops, giveaways, sweepstakes, contests, raffles, surveys, games or similar promotions (collectively, “Promotions”) made available through or in connection with the Platform may be governed by rules that are separate from these Terms. If you participate in any Promotions, please review the applicable rules as well as our Privacy Policy. If the rules for a Promotion conflict with these Terms, the Promotion rules will govern for that individual conflict. We note the rules in connection with a Promotion involving a particular Creator or third-party may be issued by such Creator or third-party, rather than by us and may be made available in connection with such Promotion as a separate, standalone set of terms and conditions.
4. Your User Account and Account Security
To use the Platform, you must use a third-party Web3 Ethereum Blockchain digital wallet which allows you to engage in transactions on the Ethereum blockchain such as MetaMask (“Web3 Wallet”). You acknowledge Web3 Wallets are not operated by, maintained by, or affiliated with CODAMADE, and CODAMADE does not have custody or control over the contents of your wallet and has no ability to retrieve or transfer its contents. CODAMADE accepts no responsibility for, or liability to you, in connection with your use of any Web3 Wallet and makes no representations or warranties regarding how the Service will operate with any specific Web3 Wallet. You are solely responsible for keeping your Web3 Wallet secure and you should never share your wallet credentials or seed phrase with anyone. If you discover an issue related to your Web3 Wallet, please contact your Web3 Wallet provider.
You must register for an account to access certain Services. When you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. You must not permit others to use your account credentials. You are responsible for the activities of any users that occur in connection with your account. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames.
Access to your account is limited solely to you. You will not sell, rent, lease, or grant access to your account to any person without our prior written permission.
You are solely responsible for maintaining the security of your account and control over any usernames, passwords, or any other codes that you use to access our Services. You will not hold us responsible for managing and maintaining the security of your account. We are not responsible (and you will not hold us responsible) for any unauthorized access to or use of your account. You are responsible for monitoring your account. If you notice any unauthorized or suspicious activity in your account, please notify us immediately.
5. Purchase and Use of Digital Artwork
The Services allow for Digital Artwork to be purchased, sold, and used on the Platform in supported jurisdictions, subject to the terms and conditions of these Terms and any applicable Additional License Terms for a Digital Artwork as may be specified at time of purchase. A“Digital Artwork” consists of an Ethereum blockchain-based, non-fungible token (“NFT”) and the accompanying license to the Creator Content granted to the NFT holder under these Terms and the license granted herein. By purchasing or otherwise obtaining a Digital Artwork you agree to these Terms.
As part of the Service, CODAMADE may charge a fee for any Digital Artwork transactions taking place on or in connection with the Platform. CODAMADE shall also be entitled to recoup or pass on any third-party transaction fees (including but not limited to credit card fees) and, to the extent applicable, sales tax amounts incurred from your Digital Artwork transactions.
When you purchase or otherwise acquire Digital Artwork in connection with the Service, you further represent, warrant, acknowledge and agree to the following:
- you are acquiring Digital Artwork solely for personal consumptive use in connection with the Platform and not for commercial use;
- you are not acquiring Digital Artwork as an investment and you have no expectation of economic benefit or profit as a result of being a holder of the Digital Artwork;
- you are acquiring Digital Artwork for your own use and not with a present intention or view to immediately sell the Digital Artwork to anyone else upon purchase;
- you will not acquire any equity or other ownership or legal interest in CODAMADE by virtue of owning Digital Artwork;
- you will not portray Digital Artwork as an investment or an opportunity to obtain an economic benefit or profit;
- you have an adequate understanding of the functionality and characteristics of Digital Artwork and NFTs;
- your acquisition and use of Digital Artwork complies with applicable laws and regulations in your jurisdiction, including, without limitation, legal capacity, regulatory restrictions and governmental consents;
- you will not use Digital Artwork for any illegal purpose or for any kind of wagering, betting or gambling; and
- you will comply with applicable tax obligations arising from your acquisition of Digital Artwork.
Although many users have no interest in selling their Digital Artwork, if you ultimately decide in the future to trade or sell your Digital Artwork, you understand that your Digital Artwork is unique, and the value of your Digital Artwork is solely dependent on another person’s interest in your unique Digital Artwork and what he or she would be willing to trade for it or spend to purchase it. You understand that the value of your unique Digital Artwork is driven by many factors outside of your control and outside of CODAMADE’s control, such as a buyer’s own connection and affinity with your unique Digital Artwork, the general interest in the Creator Content associated with the Digital Artwork, general interest in Artwork both physical and digital overall, and many other factors. Given the above factors, you understand there is no guarantee that, should you ultimately want to sell or trade your unique Digital Artwork, you will be able to find a buyer for it or a person to trade with for your Digital Artwork, and if you are able to find a buyer or person to trade with, there is no guarantee that value of what you receive or the price you receive will be higher or lower at any time as compared to what you perceive as your value or what you spent or traded for to obtain your Digital Artwork. You further acknowledge and agree that if the Digital Artwork is sold outside of the CODAMADE platform then the Digital Artwork shall no longer be eligible for transacting via the platform.
You are prohibited from reselling or distributing Digital Artwork outside of the Platform in a manner inconsistent with these Terms and any other Additional License Terms which may apply including but not limited to the transfer or sale of credentials used to access your account.
Additionally, certain Services may be made available exclusively to the current owner of a particular Digital Artwork. You may be required to demonstrate ownership of the applicable Digital Artwork in order to access these Services or services provided by third-parties. Without limiting any other right to terminate or suspend Services under these Terms, we may terminate your access to or use of these Services in the event that you transfer the applicable Digital Artwork to someone else.
By obtaining, holding and using Digital Artwork, you expressly acknowledge and assume the following risks and will hold CODAMADE harmless from liability from the following: risk of loss of access to your Digital Artwork or account due to errors or omissions; malfunction, breakdown or abandonment of the Ethereum protocol or other third-party software or services used to support NFTs and Digital Artwork; risk of mining attacks; risks of third party hackers, malware, denial of service attacks and the like; risk of uninsured losses; risks of regulatory actions and changes; and tax risks. If you transfer Digital Artwork to another user or third party, CODAMADE assumes no responsibility for confirming the identity of any recipient of Digital Artwork, the reason for the transfer or the users’ satisfaction regarding Digital Artwork.
Currently, the Platform is solely compatible with the Ethereum blockchain. To maintain your Digital Artwork, you must use an Ethereum blockchain Web3 Wallet. You will receive any Digital Artwork that you purchase directly to your Web3 Wallet. We will not be able to recover purchased Digital Artwork for you in the event that you lose access to your Web3 Wallet account.
Currently, all transactions which occur on the Platform are performed, managed, and confirmed via the Ethereum blockchain using the native cryptocurrency for Ethereum to facilitate transactions. Purchases must be made using a Web3 Wallet which is not operated by, maintained by, or affiliated with CODAMADE, and CODAMADE does not have custody or control over the contents of your wallet and has no ability to retrieve or transfer its contents. You cannot maintain a balance of cryptocurrency or cash with CODAMADE for purposes of making purchases through our Services.
The Platform transactions are executed by one or more smart contracts on the Ethereum blockchain and are not under any direct control by CODAMADE or any third-party. You acknowledge and agree that CODAMADE is not a party to any agreement or transaction on the Platform involving the purchase, sale, or transfer of Digital Artwork, whether or not a commission or fee is received by CODAMADE as a consequence of the transaction.
ALL PRICING AND PAYMENT TERMS ARE AS SET FORTH ON THE PLATFORM, AND ANY PAYMENT OBLIGATIONS YOU INCUR ARE BINDING AT THE TIME OF PURCHASE. ALL DIGITAL ARTWORK SALES ARE FINAL. UNLESS OTHERWISE REQUIRED BY LAW, WE WILL NOT PROVIDE A REFUND ON ANY DIGITAL ARTWORK PURCHASE.
6. Suspension of Access or Account
We have the right to immediately suspend your access or account, pause or cancel your access to our Services, or close your account if we suspect, in our sole discretion, that (a) your account is being used for money laundering, to evade sanctions or to engage in illegal activity, (b) you have concealed or provided false identification information or other details, (c) you have engaged in fraudulent activity, or (d) you have engaged in transactions in violation of these Terms.
CODAMADE may require you to provide additional information and documents in certain circumstances, including but not limited to a request of any government authority, as required by any applicable law or regulation, or to investigate a potential violation of these Terms. In such cases, CODAMADE, in its sole discretion, may disable your access or account and block your ability to access the Service until such additional information and documents are processed by CODAMADE. If you do not provide complete and accurate information in response to such a request, CODAMADE may in our sole discretion refuse to restore your access to the Service.
Your access and use of the Service may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Service or other actions that CODAMADE, in its sole discretion, may elect to take. If your account becomes inactive for six months or longer, as determined by CODAMADE in its sole discretion, you understand that CODAMADE may disable your account or reassign your username or associated url.
We reserve the right to report, suspend and/or terminate accounts for such suspected activity. We also may elect to discontinue the support of Digital Artwork as part of the Service at any time.
7. License to Services and Ownership
Our Services, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, including all intellectual property associated thereto, are owned by CODAMADE, the Creators, or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to our Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, non transferable, non-sublicensable, revocable license to access and use our Services for your own personal, noncommercial use. Any use of our Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.
8. Creator Content in Digital Artwork
- 8.1 Creator Content. Subject to the these Terms and any applicable Additional License Terms for a Digital Artwork as may be specified at time of purchase, each Digital Artwork is a limited-edition digital asset which ownership is evidenced by the NFT and includes a limited license to access and display the Creator Content through the Digital Artwork and NFT. It is important to understand, and you hereby acknowledge, that the NFT is separate from the Creator Content. The Creator Content associated with the Digital Artwork is licensed to you, and not sold or otherwise transferred to you. The Creator Content is neither stored nor embedded in the Digital Artwork or NFT, but is accessible through the Digital Artwork and NFT
- 8.2 Restrictions. You will not, attempt to, or permit or enable any third party to: (a) separate the Creator Content from the Digital Artwork; (b) modify the Creator Content, unless expressly permitted to do so pursuant to any Additional License Terms; (c) register or attempt to register any trademark or copyright or otherwise acquire additional intellectual property rights in or to the Creator Content; (d) use the Creator Content in connection with images, videos or other content, including content that is hateful, intolerant, violent, cruel or that could reasonably be found to constitute hate speech or infringe upon the rights of others; (e) commercialize the Creator Content or use the Creator Content in connection with any business, message, product, or service, or in any manner that may imply endorsement of any business, message, product, or service; (f) use the Creator Content in any manner that is likely to cause confusion or dilute, blur, or tarnish the Creator Content or any intellectual property rights in the Creator Content; or (h) use the Creator Content in any manner that violates these Terms or any applicable Additional License Terms for a Digital Artwork as may be specified at time of purchase.
- 8.3 Fees. CODAMADE and Creators, as well as their affiliates, licensors, designee(s) and third-party service providers (as defined below) may be entitled to receive fees from your purchase and subsequent sales of a Digital Artwork, which offsets costs associated with licensing the Creator Content and providing Services.
9. Prohibited Conduct and Content
You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort and you are solely responsible for your conduct while using our Services. You will not:
- Use or attempt to use another user’s account without authorization from that user and CODAMADE;
- Impersonate or otherwise misrepresent your affiliation with a person or entity;
- Claim any CODAMADE username for the purpose of reselling it, confusing others, deriving other’s goodwill, or otherwise engage in name squatting;
- Access the Service from a different Web3 Wallet account if we’ve blocked any of your other Web3 Wallet accounts from accessing the Service, unless you have our written permission first;
- Sell, resell or commercially use our Services;
- Distribute spam, including through sending unwanted NFTs to other users;
- Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Services, except as expressly permitted by us or our licensors;
- Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;
- Bypass or ignore instructions that control access to the Service, including attempting to circumvent any rate limiting systems by using multiple API keys, directing traffic through multiple IP addresses, or otherwise obfuscating the source of traffic you send to CODAMADE;
- Use any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the Service, extract data, or otherwise interfere with or modify the rendering of Service pages or functionality;
- Reverse engineer, duplicate, decompile, disassemble, or decode any aspect of the Service, or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any service, area, or code of the Service;
- Use the Service or data collected from our Service for any advertising or direct marketing activity (including without limitation, email marketing, SMS marketing, and telemarketing);
- Sell or resell the Service or attempt to circumvent any CODAMADE fee systems;
- Engage in behaviors that have the intention or the effect of artificially causing an item or collection to appear at the top of search results, or artificially increasing view counts, favorites, or other metrics that CODAMADE might use to sort search results;
- Use our Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;
- Use the Service to carry out any financial activities subject to registration or licensing, including but not limited to creating, offering, selling, or buying securities, commodities, options, or debt instruments;
- Use the Service to create, sell, or buy NFTs or other items that give owners rights to participate in an ICO or any securities offering, or that are redeemable for securities, commodities, or other financial instruments;
- Use the Service to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity;
- Use the Service to buy, sell, or transfer stolen items, fraudulently obtained items, items taken without authorization, and/or any other illegally obtained items;
- Infringe or violate the intellectual property rights or any other rights of others;
- Create or display illegal content, such as content that may involve child sexual exploitation;
- Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
- Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Services that you are not authorized to access;
- Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Services;
- Develop or use any applications that interact with our Services without our prior written consent; or
- Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
Enforcement of this Section 9 is solely at CODAMADE’s discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section 9 does not create any private right of action on the part of any third party or any reasonable expectation that our Services will not contain any content that is prohibited by such rules.
10. Trademarks
CODAMADE and our logos, our product or service names, our slogans and the look and feel of our Services are trademarks of CODAMADE and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on our Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.
11. Feedback
You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about CODAMADE or our Services (collectively, "Feedback"). We may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, or improve the Feedback in CODAMADE' sole discretion. You understand that CODAMADE may treat Feedback as non confidential.
12. Third-Party Content
We may provide information about third-party products, services, activities or events, or we may allow third parties to make their content and information available on or through our Services (in each case, excluding all Creator Content) (collectively, "Third-Party Content"), or rely on third parties, to provide the Services. We provide Third-Party Content as a service to those interested in such content. Except as set forth in these Terms your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. CODAMADE does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.
13. Indemnification
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless CODAMADE and our subsidiaries and affiliates, and each of our respective officers, directors, agents, partners and employees (individually and collectively, the "CODAMADE Parties") from and against any losses, liabilities, claims, demands, damages, expenses or costs ("Claims") arising out of or related to (a) your access to or use of our Services (including, without limitation, Digital Artwork, NFTs, Benefits and Creator Content; (b) your User Content or Feedback; (c) your violation of these Terms (including, without limitation, the terms and conditions with respect to Digital Artwork, NFTs, Benefits and Creator Content) or any applicable Additional License Terms for a Digital Artwork as may be specified at time of purchase ; (d) your violation, misappropriation or infringement of any intellectual property, privacy, or other rights of another; or (e) your conduct in connection with our Services. You agree to cooperate with the CODAMADE Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys' fees and court costs). CODAMADE Parties will have control of the defense or settlement, at CODAMADE's sole option, of any third-party Claims.
14. Disclaimers
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. EXCEPT AS OTHERWISE PROVIDED IN A WRITING BY US, THE SERVICES AND ANY CONTENT IN THE SERVICES, ALL CREATOR CONTENT, NFTS, BENEFITS AND ALL DIGITAL ARTWORK ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. IN ADDITION, CODAMADE DOES NOT REPRESENT OR WARRANT THAT OUR SERVICES, ANY CREATOR CONTENT, BENEFITS OR ANY DIGITAL ARTWORK ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WHILE CODAMADE ATTEMPTS TO MAKE YOUR USE OF OUR SERVICES AND ANY CONTENT THEREIN, ALL CREATOR CONTENT, NFTS, BENEFITS AND ALL DIGITAL ARTWORK SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT OUR SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF OUR SERVICES.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY ACCESS TO OR USE OF CREATOR CONTENT, NFTS, BENEFITS OR DIGITAL ARTWORK INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS TO APPLICATIONS; OR (E) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SITE OR THE ETHEREUM BLOCKCHAIN.
THE DIGITAL ARTWORK AND NFTS ARE INTANGIBLE DIGITAL ASSETS. THE OWNERSHIP RECORD IS MAINTAINED ON THE ETHEREUM BLOCKCHAIN NETWORK. ANY TRANSFER OF CONTROL THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE ETHEREUM BLOCKCHAIN NETWORK WHICH IS PUBLICLY SEARCHABLE.
The Digital Artwork are available only on the Ethereum Blockchain. You will not be able to transfer your Digital Artwork to any digital wallet that is not compatible with the Ethereum Blockchain. In the event that you inadvertently transfer a Digital Artwork to a digital wallet that is not compatible with the Ethereum Blockchain, your Digital Artwork may be lost or destroyed.
The Digital Artwork are transferable blockchain-based non-fungible tokens that evidence ownership of a limited license to Creator Content, and, in some cases, to access Benefits, that is exclusive to the current owner and thereby Digital Artwork as a form of alienable digital property. The price of non-fungible tokens may be subject to fluctuation based upon broader industry trends and sentiment. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of non-fungible tokens. Unlike cryptocurrencies and other fungible digital assets, non-fungible tokens are not used to make payments. Non-fungible tokens cannot be divided into smaller parts.
There is no guaranteed future value for Digital Artwork. Any future value of a Digital Artwork is based solely on consumer interest and demand for that Digital Artwork and not something that CODAMADE or the Creator can control or will attempt to control or influence.
We are not responsible for sustained losses due to vulnerability or any kind of failure, abnormal behavior of software (e.g., wallet, smart contract), the Ethereum Blockchain, or any other features of Digital Artwork or the NFTs. We are not responsible for sustained losses due to late reports by Creators or representatives (or no report at all) of any issues with the Ethereum Blockchain supporting Digital Artwork including but not limited to forks, technical node issues or any other issues having fund losses as a result.
In some cases, CODAMADE integrates directly with third parties, including but not limited to, online merchant platforms, mailing list platforms, and social media platforms (“Third Party APIs”). CODAMADE has no control over the uptime and functionality made available through Third Party APIs and as such certain aspects of the Platform could incur an outage outside of CODAMADE’ control, and certain aspects of the Platform”s functionality could be impacted by changes of features made available through Third Party APIs.
The CODAMADE platform is subject to flaws. You acknowledge that you are solely responsible for evaluating any code provided by the Platform. CODAMADE may experience cyber-attacks, unexpected surges in activity, or other operational or technical difficulties that may cause interruptions to or delays on the Platform. You accept the risk of the Platform failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attaches, and you agree not to hold us accountable for any related losses.
15. Limitation of Liability
To the fullest extent permitted by applicable law, CODAMADE and the other CODAMADE Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if CODAMADE or the other CODAMADE Parties have been advised of the possibility of such damages.
The total liability of CODAMADE and the other CODAMADE Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the greater of $100 or the amount paid by you to use our Services.
The limitations set forth in this Section 15 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of CODAMADE or the other CODAMADE Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
16. Release
To the fullest extent permitted by applicable law, you release CODAMADE and the other CODAMADE Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users or the acts or omissions of third parties. If you are a consumer who resides in California, you hereby waive your rights under California Civil Code § 1542, which provides: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
Transfer and Processing Data
In order for us to provide our Services, we may process, transfer and store information about you in the United States and other countries, where you may not have the same rights and protections as you do under local law.
18. Dispute Resolution
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU AND CODAMADE TO ARBITRATE CERTAIN DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH WE CAN SEEK RELIEF FROM EACH OTHER. YOU AND CODAMADE AGREE THAT ARBITRATION WILL BE SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, OR ANY OTHER KIND OF REPRESENTATIVE PROCEEDING. CODAMADE AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY AND SUING IN COURT.
FOLLOW THE INSTRUCTIONS BELOW IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS ARBITRATION AGREEMENT.
- For any dispute or claim that you have against CODAMADE, that CODAMADE has against you or that you have, or CODAMADE has, in each case arising from, relating to, or stemming from these Terms, the Digital Artwork or our Services, or any aspect of the relationship between you and CODAMADE as relates to these Terms, the Digital Artwork or our Services, including any privacy or data security claims, (collectively, “Claims”, and each a “Claim”), you and CODAMADE agree to attempt to first resolve the Claim informally via the following process. If you assert a Claim against CODAMADE, you will first contact CODAMADE by sending a written notice of your Claim (“Claimant Notice”) to CODAMADE by certified mail addressed to 621 Williamson, St., Madison, WI 53703 or by email to info@codamade.com. The Claimant Notice must (i) include your name, residence address, email address, and telephone number; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought. If CODAMADE asserts a Claim against you, CODAMADE will first contact you by sending a written notice of CODAMADE’s Claim (“CODAMADE Notice”), and each of a Claimant Notice and CODAMADE Notice, a “Notice”) to you via email to the primary email address associated with your account. The CODAMADE Notice must (i) include the name of a CODAMADE contact and the contact’s email address and telephone number; (ii) describe the nature and basis of the Claim; and (iii) set forth the specific relief sought. If you and CODAMADE cannot reach an agreement to resolve the Claim within thirty (30) days after you or CODAMADE receives such a Notice, then either party may submit the Claim to binding arbitration as set forth below. The statute of limitations and any filing fee deadlines shall be tolled for thirty (30) days from the date that either you or CODAMADE first send the applicable Notice so that the parties can engage in this informal dispute-resolution process.
- Except for individual disputes that qualify for small claims court and any disputes exclusively related to the intellectual property or intellectual property rights of you or CODAMADE, including any disputes in which you or CODAMADE seek injunctive or other equitable relief for the alleged unlawful use of your or CODAMADE’s intellectual property or other infringement of your or CODAMADE”s intellectual property rights (“IP Claims”), all Claims, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, including Claims that are not related to intellectual property or intellectual property rights but are jointly filed with IP Claims, that are not resolved in accordance with Section 18(a) will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. Such Claims include, without limitation, disputes arising out of or relating to interpretation or application of this arbitration provision, including the enforceability, revocability, or validity of the arbitration provision or any portion of the arbitration provision. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court.
- These Terms affect interstate commerce, and the enforceability of this Section 18 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq., to the extent permitted by law.
- All Claims must be submitted to the American Arbitration Association (“AAA”) and will be resolved through binding arbitration before one arbitrator. If you are a consumer, the then-current version of the AAA’s Consumer Arbitration Rules will apply, which are available on the AAA’s website (adr.org), as amended by these Terms as follows:
- YOU AND CODAMADE AGREE THAT ANY ARBITRATION UNDER THESE TERMS WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED, AND YOU AND CODAMADE ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitrator may conduct only an individual arbitration and, except as described below for the additional procedures to govern if twenty-five (25) or more similar or coordinated claims are asserted against CODAMADE or you by the same or coordinated counsel, may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding, or preside over any proceeding involving more than one individual.
- For any arbitration you initiate, you will pay the consumer filing fee, and CODAMADE will pay the remaining AAA fees and costs. For any arbitration initiated by CODAMADE, CODAMADE will pay all AAA fees and costs.
- For all arbitrations where the claims asserted are $25,000 or less, the arbitration shall be resolved according to the AAA’s Procedures for the Resolution of Disputes through Document Submission, and for all other arbitrations the following procedure will apply: (i) the arbitrator will conduct hearings, if any, by teleconference or videoconference rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate; (ii) any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances; and (iii) if the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator.
- If you or CODAMADE submits a dispute to arbitration and the arbitrator orders any exchange of information, you and CODAMADE agree to cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and/or other materials that might be exchanged or the subject of discovery in the arbitration. You and CODAMADE agree to seek such protection before any such information, documents, testimony, and/or materials are exchanged or otherwise become the subject of discovery in the arbitration.
- The arbitrator’s decision will follow these Terms and will be final and binding. The arbitrator will have authority to award temporary, interim, or permanent injunctive relief or relief providing for specific performance of these Terms but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in these Terms will preclude you from bringing issues to the attention of federal, state, or local agencies and, if the law allows, they can seek relief against us for you.
- The AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule will apply if twenty-five (25) or more similar claims are asserted against CODAMADE or against you by the same or coordinated counsel or are otherwise coordinated. In addition to the application of the AAA Supplementary Rules for Multiple Case Filings and the AAA Multiple Consumer Case Filing Fee Schedule, you and CODAMADE understand and agree that when twenty-five (25) or more similar claims are asserted against CODAMADE or you by the same or coordinated counsel or are otherwise resolved, your or CODAMADE”s Claim might be delayed. For such coordinated actions, you and CODAMADE also agree to the following coordinated bellwether process. Counsel for the claimants and counsel for CODAMADE shall each select ten (10) cases (per side) to proceed first in individual arbitration proceedings as part of a bellwether process. The remaining cases shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a bellwether process. If the parties are unable to resolve the remaining cases after the conclusion of the initial twenty (20) proceedings, each side shall select another ten (10) cases (per side) to proceed to individual arbitration proceedings as part of a second bellwether process. The remaining cases shall not be filed or deemed filed in arbitration nor shall any AAA fees be assessed in connection with those cases until they are selected to proceed to individual arbitration proceedings as part of a bellwether process. A single arbitrator shall preside over each case. Only one case may be assigned to each arbitrator as part of a bellwether process unless the parties agree otherwise. This staged process shall continue, consistent with the parameters identified above, until all the claims included in these coordinated filings, including your case, are adjudicated or otherwise resolved. The statute of limitations and any filing fee deadlines shall be tolled for claims subject to this staged process from the time the first cases are selected for a bellwether process until the time your case is selected for a bellwether process, withdrawn, or otherwise resolved. A court shall have authority to enforce this paragraph and, if necessary, to enjoin the mass filing or prosecution of arbitration demands against CODAMADE or you.
- One Year to Assert Claims. To the extent permitted by law, any Claim by you or CODAMADE relating in any way to these Terms, the Digital Artwork or our Services, or any aspect of the relationship between you and CODAMADE as relates to these Terms, the Digital Artwork or our Services, must be filed within one year after such Claim arises or is discovered; otherwise, the Claim is permanently barred, which means that you and CODAMADE will not have the right to assert the Claim.
- You have the right to opt out of binding arbitration within 30 days of the date you first accepted these Terms by providing us with notice of your decision to opt-out via email at info@codamade.comor by certified mail addressed to 621 Williamson St., Madison, WI 53703. In order to be effective, the opt-out notice must include your full name, mailing address, and email address. The notice must also clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve disputes in accordance with Section 18(i).
- If any portion of this Section 18 is found to be unenforceable or unlawful for any reason, including but not limited to it is found to be unconscionable, (i) the unenforceable or unlawful provision will be severed from these Terms; (ii) severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder of this Section 18 or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Section 18; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration. The litigation of those claims will be stayed pending the outcome of any individual claims in arbitration. Further, if any part of this Section 18 is found to prohibit an individual claim seeking public injunctive relief, that provision will have no effect to the extent such relief is allowed to be sought out of arbitration, and the remainder of this Section 18 will be enforceable.
19. Governing Law and Venue
Any dispute arising from these Terms and your use of our Services will be governed by and construed and enforced in accordance with the laws of the State of Wisconsin, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of the State of Wisconsin or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of the State of Wisconsin and the United States, respectively, sitting in Dane County, Wisconsin.
20. Modifying and Terminating our Services
These Terms will continue to apply to you until terminated by either you or us. We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time, INCLUDING IN THE EVENT OF YOUR ACTUAL OR SUSPECTED UNAUTHORIZED USE OF THE PLATFORM OR NON-COMPLIANCE WITH THE TERMS, OR IF WE REMOVE OR TAKE DOWN ALL OR ANY PORTION OF THE PLATFORM OR ANY CONTENT CONTAINED THEREIN FOR ANY REASON. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services. If you violate these Terms, CODAMADE may terminate and/or suspend your access to the Services and/or your use of the Digital Artwork.
21. Severability
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
22. Miscellaneous
These Terms constitute the entire agreement between you and CODAMADE relating to your access to and use of our Services. Notwithstanding any other provisions of these Terms, Sections [2 – 21] survive any expiration or termination of these terms. The failure of CODAMADE to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically. These Terms may not be transferred, assigned or delegated by you, by operation of law or otherwise, without our prior written consent, and any attempted transfer, assignment or delegation without such consent will be void and without effect. We may freely transfer, assign or delegate these Terms or our Services, in whole or in part, without your prior written consent.
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