Terms Of Service
By using this website or by participating in any Soul Quanta activities you agree to these terms of service.
1. Introduction
This document is an agreement between you ("User") and Soul Quanta ("Soul Quanta" or “We”) regarding your use of Soul Quanta Platforms (the "Project"). By using the Project, you agree to be bound by these Terms and Conditions.
Soul Quanta is owned by our team, which includes the "Soul Quanta" name, logo, trademark, and the website's look and feel. We grant users and owners of Soul Quanta a non-exclusive, revocable, non-transferable license to use the website and associated intellectual property for personal, non-commercial purposes. This license does not include the right to reproduce, distribute, modify, or create derivative works of the website or its contents.
2. Project Description
The Project is an online platform that allows users to answer questions that artists on the Soul Quanta Artist Roster will create NFT art with. The questions are hosted by third party provider Jotform (https://www.jotform.com/). Soul Quanta team members will review the answers submitted in the forms to make sure that content submitted is family friendly and does not contain any incriminating, unlawful, illegal, natural person identifiable information, or copyrighted material. The forms will be submitted anonymously. Soul Quanta has the right to keep all forms and the information within them indefinitely. Any information provided in the forms may be used in any way by Soul Quanta the artists, or third parties.
3. User Eligibility
To use the Project, you must be at least 18 years of age and not subject to any sanctions by the US government.
4. User Obligations
By using the Project, you agree to:
Provide accurate and truthful information when using the Project
Not submit any content that is incriminating, unlawful, illegal, or copyrighted
Not use the Project for any illegal or unauthorized purpose
Not interfere with the use of the Project by other users
Not include personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, biometric data of any kind, data concerning health or data concerning a natural person's sex life or sexual orientation
5. Soul Quanta Rights
Soul Quanta has the right to:
Review and approve all content submitted to the Project
Remove any content that is deemed inappropriate or in violation of these Terms and Conditions
Use any information provided in the forms in any way, including for marketing purposes
Discontinue the Project or any of its components at any time
6. Comprehension Acknowledgement
You acknowledge that you have read, understood, and accept the information on the below webpages and all that is incorporated by reference into these Terms.
https://soulquanta.art/
7. What We Own
The name and intellectual property associated with Soul Quanta is owned by our team. This includes the Soul Quanta name, logos, trademarks, and the website's look and feel. The team also owns the smart contract code and any other proprietary technology used to develop and maintain the website.
We grant users and owners of Soul Quanta a non-exclusive, revocable, non-transferable license to use the website and associated intellectual property for personal, non-commercial purposes. This license does not include the right to reproduce, distribute, modify, or create derivative works of the website or its contents.
8. General Ownership and Usage Rights
Subject to additional terms and conditions addressed herein, as well as to such laws and regulations and/or jurisdictions that may be applicable to the technologies (including NFT’s) referred to herein, to the Soul Quanta platform, and to you, the user:
Owning a Soul Quanta NFT entails gaining full and complete ownership of the specific NFT in your Ethereum or Polygon address. This ownership is verified through the Ethereum (or Polygon) Blockchain(s) and grants you the right to use the NFT for personal and non-commercial purposes;
Once ownership of the NFT is transferred to another party, all of your rights to use the NFT for personal and non-commercial purposes are revoked. The new owner assumes all of the rights;
It is your responsibility to ensure that you comply with all applicable laws and regulations when using your NFT.
9. Personal Use
Subject to compliance with these terms, and to such matters as noted above, including but not limited to applicable laws, regulations, jurisdictions, etc., Soul Quanta grants you a non-exclusive, royalty-free license to use, copy, and display, Soul Quanta NFTs that you own for the purposes of Soul Quanta NFT Art. While usage is generally granted worldwide (excepting prohibited regions), permitted uses of the NFTs are limited to the following:
Personal and non-commercial use, which includes displaying the NFTs on your personal social media profiles or as part of a personal collection
Display and usage of your NFT on external websites
The ability to buy, sell, and trade your NFT on authorized platforms
Any other use of the NFTs beyond permitted uses is strictly prohibited absent the prior and express, written consent of Soul Quanta.
10. Commercial and Derivative Rights
Thank you for your interest in using Soul Quanta for commercial purposes. We support your entrepreneurial spirit and encourage you to explore all possible opportunities.
To ensure that all Soul Quanta NFT collections remain authentic and unique, we have some guidelines that you should follow, including but not limited to:
Use the entire Soul Quanta NFT licensed materials in any licensed use of Soul Quanta NFT collections. This includes the complete rig, image, model, video, environment, music composition, as well as any proprietary traits or 3D files that are essential to each asset;
Do not use any proprietary traits, crafted layers, models, 3d files, environments, or music compositions of Soul Quanta in any other projects;
Do not sell or promote counterfeit NFTs or collections that are identical or substantially similar to Soul Quanta collections;
You are free to use your Soul Quanta NFTs in any commercial or derivative way that does not violate any laws or intellectual property rights;
You shall indemnify and defend Soul Quanta against any claims, damages, proceedings, loss, or costs arising from any use that violates this agreement;
Do not use Soul Quanta licensed materials in any way that could be construed as adverse or derogatory to the image of Soul Quanta or any of its subjects and artists.
Examples of prohibited actions include, but not necessarily limited to:
Using Soul Quanta in connection with illegal activities, such as money laundering or terrorism
Making false claims about the origin or authenticity of Soul Quanta
Creating non-genuine products that mimic Soul Quanta features or proprietary traits
Using any Soul Quanta licensed materials in any material that is unlawful, fraudulent, defamatory, obscene, pornographic, threatening, abusive, hateful, or offensive
We reserve the right to terminate this agreement if you violate any of these guidelines.
11. Minting NFTs
You understand that by owning any number of Soul Quanta NFTs or tokens does not entitle you to airdrops/mints/lists of any kind.
12. Privacy
Our privacy policy can be found here. We may transfer or process data in the United States or other countries.
https://guide.soulquanta.art/legal/privacypolicy or https://soulquanta.art/privacypolicy
13. Your Wallet/Tokens, Your Responsibility
Due to the architecture of NFT contracts, Soul Quanta NFTs can be transferred without our permission or consent. We cannot "freeze" or transfer them. After the primary sale from us to you, your token is your responsibility.
It is possible that Soul Quanta or platforms hosting Soul Quanta information may be hacked or otherwise maliciously attacked and we disclaim any liability in this case. You remain solely responsible for any actions you take relating to Our Platform, including signing transactions from your Ethereum wallet.
We hold no responsibility under any circumstance for what you and/or third parties do with Soul Quanta NFTs, including but not limited to, suffering economic losses, security risks, theft, hacking, unpleasant consumer experiences, what commitments or representations are made as a part of those transactions, and if those transactions are legal in your jurisdiction.
Always keep your guard up for suspicious behavior even on trusted sites.
14. Understanding Your Risk
NFTs are volatile, experimental, and have many associated risks including but not limited to:
Technical flaws/bugs/hacks/vulnerabilities associated with protocols, wallets, projects, marketplaces, and/or communication channels
Changes at the protocol level
Changes in which protocols are popular
Changes in the popularity of the NFT market or specific NFTs
Legal or regulatory changes or actions that impact all or specific NFTs
15. Future Value of Soul Quanta NFTs
Value of art or collectibles are based on demand and social factors, making it impossible to forecast and is out of our control. We do not guarantee any future value in Soul Quanta collections.
16. Royalties
Most Soul Quanta NFTs have secondary sale royalties associated with them that are paid to us, the collaborating artist or both.
While we have not done so, we reserve the right with no further notice to treat NFTs that have paid royalties differently than those that have not, in ways to be determined in the future.
17. Utility
Soul Quanta NFTs are just art and don't have utility past that.
We might conduct tests or experiments with services that interoperate with Soul Quanta NFTs.
These tests or experiments shall be subject to change or termination at anytime, and will does not change the general principle that we make no commitments to offering "utility" to owners of Soul Quanta NFTs.
18. Third Party Perspectives
Third Parties have perspectives about Soul Quanta NFTs that they share on various platforms.
We take no responsibility for these communications, whether we agree with them or not, as we have no way to monitor or exercise control over them.
Our perspectives on Soul Quanta NFTs can be found at https://guide.soulquanta.art/ or https://soulquanta.art/
19. Delegation and Consolidation
We may provide from time to time the ability to delegate minting from one wallet to another, or to consolidate wallet contents for minting purposes. We take no responsibilities for errors, losses or missed opportunities relating to air drops or allow list based on delegation or consolidation (or for any other reason).
What formula or platform we use for delegation or consolidation (or whether we offer this functionality at all) is at our sole discretion.
20. Sanctions
The United States makes it illegal to engage in economic transactions with certain people or entities ("Sanctioned Parties"). If you are a Sanctioned Party, we cannot engage in any economic activities with you.
If you are a Sanctioned Party, please do not: a) mint a Soul Quanta NFT, b) apply to be a Soul Quanta artist, or c) send us any ETH, for royalties or otherwise.
21. Phishing
It is common for Third Parties to create fake websites in order to convince people to sign malicious transactions or transfer their private keys.
We take no responsibility for phishing sites, even if we are made aware of them, and cannot provide any compensation or assistance for phishing, thefts or other related matters.
It is your responsibility to understand which transactions you are signing in your Ethereum wallet.
22. Ethereum NFTs
The Soul Quanta NFTs are currently only available on the Ethereum blockchain.
Moving them to another blockchain including an "L2" Ethereum blockchain will lead to their loss.
23. Your Feedback and Ideas
You may feel free to share ideas with us, but we may use them or may already be working on similar ideas. Given this, we will not pay you and you cannot claim compensation for "sharing ideas". If this is not acceptable to you, do not share your ideas with us.
We will not sign NDAs or non-competes to hear your ideas.
24. Third Party Content or Services
We may link to or incorporate Third Party Content or Services. Your relationship with those Third Parties is directly with them.
We do not provide any warranties, endorsements or representations relating to Third Party Content or Services and you interact with them at your sole risk.
25. You Can't Sue Soul Quanta, Either Individually or In Large Groups
You waive your right to sue Soul Quanta or its team members or to participate in a class action suit and agree to mandatory arbitration in the event of a dispute.
Specifically, you agree to the following as it relates to disputes between you and us:
a) That any dispute Soul Quanta might have, it is individual between you and us and you will not bring a class action, class arbitration or any other collective proceeding.
b) If you or Soul Quanta have a dispute, we will aim to resolve it amicably first and, if that is not possible, either party will have the right to initiate a JAMS arbitration under standard JAMS terms of reference. Info about JAMS can be found at https://www.jamsadr.com/.
26. Intellectual Property
All intellectual property rights in and to the Soul Quanta project, including but not limited to trademarks, logos, graphics, images, animations, videos, text, software, and related products are owned by Soul Quanta and its licensors. You agree not to use any of these materials without the prior written consent of Soul Quanta. You also agree not to register or attempt to register any trademarks, logos, or other proprietary materials that belong to Soul Quanta or its licensors.
27. Taxes
You are entirely and solely responsible for any and all tax liability which may arise from minting, selling, and/or owning your Soul Quanta NFTs. This includes but is not limited to income tax, capital gains tax, and sales tax, and other taxes and issues, which, respecting blockchain technology, inclusive of NFTs, is complex, and may vary per your jurisdiction. As such, taxation demands your careful attention and in addition, professional, tax-specific and/or legal guidance is advised. The tax rates and due dates for paying the taxes may also vary depending on your jurisdiction. You are responsible for complying with the tax laws and regulations that apply to you based on your location or residence. Failure to pay the taxes on time may result in penalties and interest charges. The information provided in this clause is for informational purposes only and does not constitute legal or tax advice. You should consult a qualified professional for your specific tax situation.
28. Age Requirement
The Project is intended for individuals who are 18 years of age or older, or above the legal age of their jurisdiction, whichever is greater.
By accessing or using the Project, you represent and warrant that you meet the age requirement.
IF YOU ARE UNDER 18 YEARS OLD OR OF LEGAL AGE TO ENTER INTO BINDING AGREEMENTS IN YOUR JURISDICTION, YOU AGREE TO REVIEW THESE TERMS WITH A PARENT OR GUARDIAN TO ENSURE THAT BOTH YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THESE TERMS.
IF YOU ARE A PARENT OR GUARDIAN AGREEING TO THE TERMS FOR THE BENEFIT OF A CHILD, YOU ACCEPT FULL RESPONSIBILITY FOR THAT CHILD’S USE OF THE PROJECT, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT THEY MAY INCUR.
29. Indemnification
You agree to indemnify us and our subsidiaries, affiliates, managers, members, officers, partners, service providers and employees (together "Soul Quanta Parties") from losses, liabilities, claims, demands, damages, expenses or costs ("Claims") arising out of or related to:
Your access to or use of Our Platform
Your access to or use of Not Our Platform
Your use of Soul Quanta NFTs
Your Violation of Terms
Your Infringement of intellectual property, privacy, property rights of others
Your Conduct
Your Violation of Laws/Regulations
Your Feedback And Ideas
You will cooperate with the Soul Quanta Parties in defending any such third-party Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys' fees). Soul Quanta Parties will have control of the defense or settlement, at Soul Quanta Parties' sole option, of any third-party Claims.
30. Disclaimers
Our Platform, Soul Quanta NFTs and any services or products relating to them are provided "As Is" and "As Available" without warranties of any kind, either express or implied, including warranties of merchantability, fitness for a particular purpose, title and non-infringement. We do not warrant that Our Platform, NFTs or communication and content relating to them is accurate, complete or error-free.
31. Disclaimer of Damages
To the fullest extent permitted by applicable law, we 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 we have been advised of the possibility of such damages.
32. Release
To the fullest extent permitted by applicable law, you release the Soul Quanta 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, acts or omissions of Third Parties or anything for which you have agreed that we will have no responsibility or liability pursuant to these terms.
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."
33. Limitation of Liability
In no event shall Soul Quanta be liable for any direct, indirect, incidental, consequential, or special damages arising out of or in connection with the use of the Project, even if Soul Quanta has been advised of the possibility of such damages. Soul Quanta's total liability under this agreement shall not exceed the amount you have paid directly to the Project.
34. 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 New York without regard to conflict of law rules or principles. Any dispute that is not subject to Arbitration will be resolved in the federal or state courts located in Wilmington, Delaware.
35. Failure To Enforce
If we fail to enforce some of our rights under these Terms in the present or against certain parties, that does not mean they terminate or are waived. We reserve the right to enforce them in the future against any or all parties.
36. Section Titles
Our section titles are for readability and have no legal or contractual effect.
37. Electronic Communication
You consent to electronic communication and transactions.
38. Severability
This means that if a certain section of these Terms is determined in some or all jurisdictions to be void, illegal or unenforceable, it will be severed from the rest of these Terms and the remainder of the contract will continue to be valid and binding.
39. Transferability
We can transfer, delegate or assign our rights under this Terms without your consent. You must obtain our written consent to transfer, assign or delegate your rights under these Terms.
40. Entire Agreement
This agreement constitutes the entire agreement between you and Soul Quanta regarding the Project and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.
41. Waiver
No waiver of any part of this agreement shall be effective unless in writing and signed by both parties.
42. Contact
If you have any questions or concerns about this Terms of Service, please contact us by creating a support ticket in our official discord server: https://discord.com/invite/DrmZXX8Y8C
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