Terms of Service
Last Updated: October 11, 2023
Introduction
Welcome to Soul Theory, owned and operated by Soul Theory L.L.C. (collectively, “Soul Theory,” “we,” “us”, or “our”). These Terms of Service (“Terms”) govern your access to and use of the Soul Theory website(s), our APIs, mobile app (the “App”), and any other software, tools, features, or functionalities provided on or in connection with Soul Theory’s services; including without limitation using Soul Theory’s services to view, explore, and create NFTs and use our tools, at your own discretion, to connect directly with others to purchase, sell, or transfer NFTs on public blockchains (collectively, the “Service”). “NFT” in these Terms means a non-fungible token or similar digital item implemented on a blockchain (such as the Ethereum blockchain), which uses smart contracts to link to or otherwise be associated with certain content or data.
For purposes of these Terms, “user”, “you”, and “your” means you as the user of the Service. If you use the Service on behalf of a company or other entity then “you” includes you and that entity, and you represent and warrant that (a) you are an authorized representative of the entity with the authority to bind the entity to these Terms, and (b) you agree to these Terms on the entity’s behalf.
PLEASE READ THESE TERMS CAREFULLY. THEY CONTAIN AN ARBITRATION AGREEMENT AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE ARBITRATION AGREEMENT REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST SOUL THEORY TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST SOUL THEORY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
Soul Theory is a peer-to-peer web3 service that helps users discover and interact with one another and NFTs available on blockchains. We do not own or control the NFTs or blockchains you interact with and we do not execute or process NFT purchases, transfers, or sales. To use our Service, you must use a third-party wallet which allows you to process transactions on blockchains.
Soul Theory is not responsible for any agreements between any users. You are fully responsible for verifying the identity, legitimacy, and authenticity of NFTs that you purchase from third-party sellers using third-party services. We make no claims about the identity, legitimacy, functionality, or authenticity of users or NFTs (and any content associated with such NFTs) visible on our Service. In some cases, we may help assess or provide you with information about a seller of an NFT for informational purposes only.
Because we have a growing number of services, we sometimes need to provide additional terms for specific services (and such services are deemed part of the “Service” hereunder and shall also be subject to these Terms). Those additional terms and conditions, which are available with the relevant service, then become part of your agreement with us if you use those services. In the event of a conflict between these Terms and any additional applicable terms we may provide for a specific service, such additional terms shall control for that specific service.
Soul Theory reserves the right, at our sole discretion, to change or modify portions of these Terms at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these Terms were last revised. We will also notify you, either by updating the effective date at the top of this page, through the Service user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Service will be effective immediately. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Service.
Accessing Our Service
We require all users to be at least 18 years old. If you are at least 13 years old but under 18 years old, you may only use the Service following the approval and supervision of a parent or guardian. That parent or guardian is responsible for your actions using the Service. It is prohibited to use our Service if you are under 13 years old.
Your blockchain address serves as your identity on Soul Theory and you may need a third-party wallet with a blockchain address when using our Service and/or an online account with a user ID and/or password. Your account on the service (“Account”) will be associated with your blockchain address and/or an online account with a user ID and/or password. You may also be able to register for an account by signing in through your social media account, such as Facebook or Google. However, Safe-Hold Transport Services, LLC, assumes no responsibility for, or liability to you about your social media account to access or use the Service. Third-party wallets are not operated by, maintained by, or affiliated with Soul Theory, and Soul Theory does not have any authority over your wallet nor the ability to retrieve or transfer its contents. Soul Theory assumes no responsibility for, or liability to you about your use of any wallet and makes no representations or warranties, expressed or implied, regarding how the Service will operate with any third-party wallets or services. It is your full responsibility to keep your wallet and Account secure and we are not responsible for any losses or damages by you in the case that your wallet and/or Account is compromised. It is your full responsibility to keep your Account secure and we are not responsible for any loss, injury, or damages of any kind in the case that your Account is compromised. Notify us immediately if you suspect or become aware of any unauthorized access or usage of your Account, including any information contained therein, or any known or suspected security breaches, including the loss or theft of your user ID, password, or other stored information. Maintaining accuracy and completeness is essential for your user ID, password, and any information associated with your Account. If the information in your Account is found to be untrue, inaccurate, outdated, or incomplete, we reserve the right to suspend or terminate your Account and deny access to the Services or any part thereof. If you have an issue related to your wallet, please contact your wallet provider. You should immediately notify Soul Theory if you discover or suspect security issues related to the Service. Any information we gather about you through the Services is governed by our Privacy Policy.
You also represent and warrant that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using the Service. Without limiting the foregoing, by using the Service, you represent and warrant that: (a) you are not located in or organized under the laws of any authority that is subject to a U.S. Government embargo; (b) you have not been identified as a Specially Designated National and you are not subject to any prohibitions, sanctions, or restrictions directed by an U.S. Government agency, any other government, or the United Nations; (c) you are not directly or indirectly controlled by any person that is subject to prohibitions, sanctions, or restrictions organized under the laws of any Embargoed Jurisdiction. If you access or use the Service outside the United States, you are solely responsible for ensuring that your access and use of the Service in such country, territory or jurisdiction does not violate any applicable laws.
We may require you to provide additional information and documents following the request of any government authority, an applicable law or regulation, or to investigate a potential violation of these Terms. In such cases, Soul Theory, in its sole discretion, may block your access to the Service until such additional information and documents are processed by Soul Theory. If you do not provide complete and accurate information in response to the request, Soul Theory may refuse to restore your access to our 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 Soul Theory, in its sole discretion, may elect to take. In any case, we are not liable to any party for any losses or damages that results from any scheduled or unscheduled suspension or discontinuation of our Service. If your Account, username, or associated url becomes inactive for three months or longer, as determined by Soul Theory in its sole discretion, you understand that Soul Theory may disable and reassign your username or associated url.
Ownership
The Service and its content, including its “look and feel” (e.g., text, graphics, images, logos, page headers, button icons, and scripts), proprietary content, information and other materials are protected under copyright, trademark and other intellectual property laws. All content and other materials contained therein, including, without limitation, the Soul Theory logo and all designs, text, graphics, pictures, data, software, sound files, other files and the selection and arrangement thereof are the property of Soul Theory or our affiliates, licensors, or users, as applicable, and are protected by U.S. and international copyright laws. You agree that Soul Theory and/or our affiliates, licensors, or users, as applicable, own all right, title, and interest in and to the Service and agree not to take any action(s) inconsistent with such ownership interests. We and our affiliates, licensors, and users reserve all rights in connection with the Service and its content, including, without limitation, the exclusive right to create derivative works.
Soul Theory’s name, logo, trademarks, and all related Soul Theory product or service names, designs, logos, and slogans are the intellectual property of Soul Theory or our affiliates or licensors and may not be copied, imitated or used, in whole or in part, without our prior written permission. You may not use any metatags or other “hidden text” utilizing “Soul Theory” or any other name, trademark or product or service name of Soul Theory or our affiliates or licensors without our prior written permission. In addition, the “look and feel” of the Service constitutes the service mark, trademark or trade dress of Soul Theory and may not be copied, imitated or used, in whole or in part, without our prior written permission.
All other trademarks, registered trademarks, and product names mentioned on the Service or contained in the content linked to or associated with any NFTs displayed on the Service are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without prior written permission from the applicable owner(s). Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship, or recommendation by Soul Theory.
Feedback
We welcome feedback, comments, and suggestions for improvements to the Service (“Feedback”). You acknowledge and expressly agree that any contribution of Feedback does not and will not give or grant you any right, title, or interest in the Service or in any such Feedback. You agree that Soul Theory may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to you and without retention by you of any proprietary or other right or claim. You hereby assign to Soul Theory any and all right, title, and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that you may have in and to any and all Feedback.
License to Access and Use Our Service and Content
Subject to full compliance with the terms of this Agreement, you are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable, personal license to access and use the Service. If any software, content, or other materials owned by, controlled by, or licensed to us are distributed or made available to you as part of your use of the Service, we hereby grant you a personal, revocable, non-commercial, non-sublicensable, non-assignable, non-transferrable, and non-exclusive license to access and display such software, content, and materials provided to you as part of the Service, in each case for the sole purpose of enabling you to use the Service as permitted by these Terms, on condition that your license in any content linked to or associated with any NFTs is solely as set forth by the applicable intellectual property holder(s) of such NFT.
Third-Party Content and Services
Soul Theory’s peer-to-peer web3 Service helps users explore NFTs created by third-parties and interact with various blockchains. We do not make any representations or warranties about any third-party content displayed on the Service and/or third-party platforms, including any content associated with NFTs visible through our Service and/or third-party platforms, and you bear full responsibility for verifying the legitimacy, authenticity, and legality of any NFTs that you purchase from third-party sellers. We also cannot guarantee that any NFTs visible on Soul Theory will always remain visible on the Service and/or available on third-party marketplace platforms to be bought, sold, or transferred.
The use and benefits of intellectual property associated with NFT content may be subject to terms and conditions directly between buyers and sellers (“Purchase Terms”). In the event that a user interacts with a third-party link visible on Soul Theory to obtain additional information regarding an NFT, the user will be directed to a third-party service. In such cases, the third-party service may include Purchase Terms of a given NFT that the user is required to comply with that governs the use of the NFT. The user is solely responsible for reviewing such Purchase Terms and Soul Theory is not a party to any Purchase Terms or agreements between the buyer and the seller. The buyer and seller are entirely responsible for communicating, agreeing to, adhering to, and enforcing Purchase Terms.
The Service may provide links or functionality to access or use third-party websites and applications, or otherwise provide any data, services, software, information and other content from third parties (“Third-Party Content”). When you click on a link (visible on Soul Theory) to, or access and use, a third-party website or third-party application, you are subject to the terms and conditions, including privacy policies, of the third-party website or third-party application. In such cases, though we may not warn you that the link will direct you to a third-party service, such third-party websites, third-party applications, and Third-Party Content are not under our control and we do not make any representations or guarantees about any Third-Party Content. We are not responsible or liable for any third-party websites, third-party applications, or Third-Party Content. Soul Theory may contain or reference links to these third-party websites and third-party applications solely as a convenience. We do not review, approve, monitor, endorse, warrant, or make any representations with respect to third-party websites, third-party applications, and Third-Party Content. You acknowledge that Soul Theory does not pre-screen Third-Party Content and that you use all links in third-party websites, third-party applications, and Third-Party Content at your own risk.
User Conduct
To keep our community safe and and comply with our legal obligations, we reserve the right, in our sole discretion, to take action if we determine that you have violated our Terms or Policies. Such actions may include limiting, disabling, or removing the ability to access our service or view and interact with any NFT on the Service, and/or other actions.
As a condition of your access to and use of the Service, you agree that you will not violate any law, contract, intellectual property or other third-party right, and that you are solely responsible for your conduct while accessing or using the Service. You agree that you will comply with these Terms of Service and Policies and also will not:
use or attempt to use another user’s account without authorization from such user and Soul Theory;
impersonate any person or entity, or falsely claim an affiliation with a person or entity;
use a wallet to engage in a transaction related to or arising from use of the Service that is owned or controlled, in whole or in part, by any other person or entity;
use a different blockchain address to access the Service if we’ve previously blocked any of your other blockchain addresses from accessing the Service, unless you have our prior written permission;
distribute junk mail or spam to other users, including without limitation, unsolicited advertising, promotional materials, or commercial activities;
use the Service in any manner which could damage, disable, impair, or overburden the Service or interfere with any other party’s use and full enjoyment of the Service;
use the Service for commercial purposes that violates our Terms, Privacy Policy, or any other conditions;
harvest or collect email addresses or other contact information of other users from the Service;
use any data mining, robot, spider, scraper, crawler, browser extension, or other data gathering or extraction methods for any purpose not authorized by us, including but not limited, to access the Service, retrieve data, or otherwise interfere with or modify any portion of the Service or functionality;
modify, duplicate, reverse engineer, decompile, disassemble, or attempt to discover source code of the Service or any part thereof, nor bypass or circumvent any measures employed to prevent or restrict access to any service, area, or code of the Service;
create user accounts by automated means or under false or fraudulent pretenses;
advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
attempt to circumvent any Soul Theory fee systems;
engage in deceptive or manipulative trading practices in any way, including but not limited to, spoofing, fictitious sales, or using the Service to conceal economic activity;
use data collected from our Service for any direct marketing activity, including without limitation, email marketing, SMS marketing, and telemarketing;
use the Service for or in connection with unlawful or illicit financial activity, with respect to any law or regulation that applies to you or to Soul Theory;
use the Service if, (a) you are located in or organized under the laws of any authority that is subject to a U.S. Government embargo; (b) you have been identified as a Specially Designated National or you are subject to any prohibitions, sanctions, or restrictions directed by an U.S. Government agency, any other government, or the United Nations; (c) you are owned or controlled, directly or indirectly, for, on behalf of, or for the benefit of, any person that is subject to prohibitions, sanctions, or restrictions organized under the laws of any Embargoed Jurisdiction;
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, real estate, or debt instruments;
use the Service to create, list, or buy NFTs or any assets that give owners rights to participate in an initial coin offering (ICO) or any securities offering, or any assets that are redeemable for securities, commodities, options, or other financial instruments, or any assets that entitle owners to financial rewards, including but not limited to, DeFi yield bonuses, staking bonuses, and burn discounts;
use the Service to engage in any fraudulent, unlawful, deceptive or abusive activity, which may be identified and determined at Soul Theory’s sole discretion;
use the Service to buy, sell, or transfer any fraudulently obtained items, items taken without legal authorization, and/or any other illegally obtained items;
infringe or violate the intellectual property rights, licenses, consents, permissions, or any other rights of others;
use the Service for any unauthorized or illegal purpose, including without limitation, creating or displaying illegal content, or content that promotes sexual exploitation, self-harm, or violence against others, or any activity that violates these Terms.
We allow NSFW content on our Service, however, such content and other associated material is subject to being labeled NSFW and may be managed differently than non-NSFW content on the Service. If we determine, in our sole discretion, that an NFT is exceedingly graphic or violates our Terms of Service, we reserve the right to remove it immediately.
By using the Service, you understand that you are fully responsible for verifying the authenticity, legitimacy, identity, and/or other conditions about any NFT, collection, or account that you view or interact with in relation to our Service. We make no guarantees or warranties, expressed or implied, about the authenticity, legitimacy, or identity of any NFT, collection, or account on the Service.
Intellectual Property Rights
You acknowledge and agree that by using the Service, you grant Soul Theory and Soul Theory Parties (as defined below), a worldwide, non-exclusive, sub-licensable, perpetual, irrevocable, and royalty-free license to use, copy, modify, distribute, transmit, and display any content, including, but not limited to, text, materials, images, files, communications, feedback, ideas, concepts, data, or otherwise, for the purpose, in our discretion, to operate and develop the Service. This includes any content, derivative works, or other materials connected to or affiliated with any NFTs that are displayed on the Service. The above rights may be exercised in all media and formats whether now known or later discovered and includes the right to make such modifications as are technically necessary to exercise the rights in other media and formats. All rights not expressly granted herein are reserved by Soul Theory.
You acknowledge and agree that you are solely responsible for protecting your intellectual property rights and your use of the Service (subject to the rights that you grant to Soul Theory Parties, as defined below), including but not limited to, the information you provide, in compliance with these Terms as well as applicable laws, rules, and regulations. Soul Theory respects your intellectual property and does not claim that displaying or using this content, in our discretion, gives Soul Theory any ownership of the content.
You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any content that you create, submit, post, promote, or display on or through the Service. You further represent and warrant that such content does not contain materials that may infringe any patent, trademark, copyright, propriety right, or other intellectual property rights, unless you have prior written permission or are otherwise legally entitled to post the material and to grant Soul Theory all of the license rights described herein, in compliance with applicable laws, rules, and regulations.
Soul Theory will expeditiously process, investigate, and address notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws. In accordance with the DMCA and other applicable law, we reserve the right to terminate a user's access to the Service if the user is deemed to be a repeat infringer. A notification of claimed copyright infringement should be submitted by filling out our Copyright Report Form.
To be effective, a notice of claimed copyright infringement must include the following information:
an electronic or physical signature of the copyright owner or a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
your full legal name, address, telephone number, and email address;
a description of the copyrighted work or other intellectual property that you claim has been infringed;
a description of where the material that you claim is infringing is located on the Service, with enough detail that we may find it on the Service;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
You acknowledge and agree that Soul Theory will forward your notice of intellectual property infringement, including your contact information, to the infringing party, so they understand why such content is terminated on the Service and can take appropriate measures to contact you to resolve any dispute.
Counter-Notice. If your content that was removed from the Service (or to which access was disabled) is not infringing, or that you have the authorization to upload and use the content from the copyright owner, the copyright owner’s agent, or pursuant to the law, you may submit a notification by filling out our Copyright Report Form.
To be effective, a counter-notice must include the following information:
your electronic or physical signature;
your full legal name, address, telephone number, and email address;
identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
a statement declaring that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
a statement that you consent to the jurisdiction of the federal court located within the District of Michigan and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
Pursuant to the DMCA, if a counter-notice is received by us, Soul Theory will forward a copy of the counter-notice, which includes any personal information, to the original complainant informing that party that it may replace the removed content or cease disabling it in 10 business days. If the complainant does not file a court action seeking a court order against the content provider, member, or user, and forward us proof of their filing within this time period, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion. Soul Theory will not be held liable to any user for removing allegedly infringing works from the Service or otherwise fulfilling its legal obligations under the DMCA.
Fees and Royalties
You agree and understand that all fees including commissions, royalties, bonuses, salaries, subscriptions, and other compensation (“Fees”) are in consideration of Soul Theory's provision of the Service hereunder. We reserve the right to specify the type of transactional method, in our sole and absolute discretion, to transfer, process, or initiate such Fees directly through one or more of the smart contracts on the Ethereum blockchain network and/or other various networks. You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
Soul Theory reserves the right to collect sales fees (including World sales) for the use of our Service, up to a maximum of 15% of the total sales price. We have full discretion and authority to distribute our portion of the total sales price in its discretion. Soul Theory will notify you of the applicable Fees at the time of sale, and/or through electronic communications (as set forth in Section 10), or through other reasonable means.
You agree and understand that Soul Theory cannot guarantee any royalty for primary and secondary sales of any NFTs, or content linked to or associated with any NFTs on the Service. We do not own or control the NFTs, blockchains, or third-party service providers that you interact with and we do not execute or process NFT purchases, transfers, or sales. You also agree and understand that Soul Theory generally collects sales fees (including World sales), royalties, or other compensation from third-party service providers and you agree that you and Soul Theory are subject to the terms and condition of the third-party service providers when using their service.
With respect to any Fees which are to be received by a user when using affiliate or third party services, third party content or third party software, Soul Theory is not responsible for the user’s ability to collect any Fees for transactions occurring outside of the Service. Users irrevocably waives, releases, and forever discharges Soul Theory and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors of any liability for royalties, fines, or fees not received from any transaction outside of the Service.
Communication Preferences
When you use our Service, or send e-mails, text messages, online forms, and other communications to Soul Theory, you may constitute the communication with us electronically. You consent to receive electronic communications from us such as e-mails, texts, notifications, notices, messages, and other types of messages. These communications may include notices about your use of the Service or promotional communications we think may be of interest to you via email, and are part of your relationship with us. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You may opt out of these communications (with the possible exception of infrequent, important service announcements and administrative messages) through the Service by following the unsubscribe link or instructions provided in the communications you receive, as applicable.
Indemnification
To the fullest extent permitted by applicable law, you agree to indemnify, defend and hold harmless Soul Theory, and our respective past, present and future employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors and assigns (individually and collectively, the “Soul Theory Parties”), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities, obligations, penalties, interest, fees, expenses (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement and costs of pursuing indemnification and insurance), of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract or otherwise (collectively, “Claims”), including, but not limited to, damages to property or personal injury, that are caused by, arise out of or are related to (a) your use or misuse of the Service, content, NFTs, or content linked to or associated with any NFTs, (b) your breach of these Terms or applicable law, (c) any Feedback you provide, (d) your breach of rights to, or the terms and conditions of another, (e) your violation of any third-party right or obligation, including without limitation any right of privacy, publicity rights or intellectual property rights and, (f) any negligent or willful misconduct. You agree to promptly notify Soul Theory of any third party Claims, cooperate with Soul Theory Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys' fees). You further agree that the Soul Theory Parties shall have control of the defense or settlement of any Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Soul Theory.
Assumption of Risk
You acknowledge, fully understand, and accept that:
The value of NFTs are subjective. Monetary prices of NFTs are contingent to volatility and fluctuations in the price of cryptocurrency associated with NFTs can also critically and negatively affect NFT prices. Therefore, you may lose money.
A lack of utility, public interest, and/or development of ecosystems and related applications can negatively affect the potential utility of those ecosystems and NFTs.
Governing regulatory systems is uncertain and may affect blockchain technologies including non-fungible tokens when establishing new regulations or policies, which may adversely affect the Service and the utility of NFTs.
You are solely responsible for determining what, if any, taxes apply to your Soul Theory-related transactions and to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities. Soul Theory is not responsible for determining, withholding, collecting, reporting, or remitting the taxes that apply to your transactions on Soul Theory or on third-party services, third-party applications, and third-party software.
There are risks associated with peer-to-peer transactions in relation to content created by third-parties including, but not limited to, the risk of completing transactions associated with counterfeit items, mislabeled items, items that may become untransferable, items that may undergo data degradation, and items on smart contracts with errors. You represent and warrant that you have done sufficient research before making any decisions to sell, obtain, transfer, or otherwise interact with any NFTs, collections, or accounts.
We do not own or control the public blockchains that you interact with and we do not control third-party smart contracts and protocols that may be relevant to your ability to complete transactions on public blockchains. You agree and understand that blockchain transactions are irreversible and Soul Theory has no ability to reverse any blockchain transactions or recover items or currency on the blockchain.
There are risks associated with using Internet and blockchain based products and currency, including, but not limited to, the risk of hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third-parties may obtain unauthorized access to your third-party wallet or Account. You agree and understand that Soul Theory will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Service or any blockchain technology, however caused.
The Service relies on third-party platforms and/or vendors. If we are unable to maintain a good relationship with such platform providers and/or vendors; if the terms and conditions or pricing of such platform providers and/or vendors change; if we violate or cannot comply with the terms and conditions of such platforms and/or vendors; or if any of such platforms and/or vendors falls out of favor or becomes unavailable for any period of time, access to and use of the Service will subsequently be affected.
Soul Theory reserves the right to hide or remove collections, contracts, items, and any content affected by any of these issues or by other issues. You accept and acknowledge that under no circumstances shall the inability to view or access items on Soul Theory or third party services, or an inability to use the Service in conjunction with the purchase, sale, or transfer of items available on any blockchains serve as grounds for a claim against Soul Theory.
If you have a dispute with one or more users, YOU RELEASE US AND ITS AFFILIATES FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.
Disclaimers
YOUR ACCESS TO AND USE OF THE SERVICE IS AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. SOUL THEORY AND SOUL THEORY PARTIES MAKE NO WARRANTY OR REPRESENTATION AND DISCLAIMS ALL RESPONSIBILITY AND LIABILITY, INCLUDING, WITHOUT LIMITATION THAT: (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT; (C) THE SERVICE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (D) ANY CONTENT AND MATERIALS ON THE SERVICE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, LEGAL, OR SAFE. SOUL THEORY WILL NOT BE LIABLE FOR ANY LOSS OF ANY KIND FROM ANY ACTION TAKEN OR TAKEN IN RELIANCE ON MATERIAL OR INFORMATION, CONTAINED ON THE SERVICE. WHILE SOUL THEORY ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE SERVICE SAFE, SOUL THEORY CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE, CONTENT, CONTENT LINKED TO OR ASSOCIATED WITH ANY NFTS, OR ANY NFTS YOU INTERACT WITH USING OUR SERVICE OR ANY THIRD-PARTY SERVICE PROVIDERS’ SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACCEPT AND ACKNOWLEDGE THAT WE CANNOT GUARANTEE THE SECURITY OF ANY DATA THAT YOU DISCLOSE ONLINE. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND AGREE THAT YOU WILL NOT HOLD SOUL THEORY RESPONSIBLE FOR ANY BREACH OF SECURITY. NO ADVICE OR INFORMATION, WHETHER ORAL OR OBTAINED FROM THE SOUL THEORY PARTIES OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY STATED HEREIN.
NFTS EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ASSOCIATED BLOCKCHAIN NETWORK. ANY TRANSFER OR SALE IS RECORDED ON THE DECENTRALIZED LEDGER OF THE ASSOCIATED BLOCKCHAIN TO WHICH WE DO NOT CONTROL. SOUL THEORY AND/OR SOUL THEORY PARTIES DOES NOT GUARANTEE OR WARRANT THAT WE CAN AFFECT OR OTHERWISE CONTROL THE TRANSFER OF TITLE OR RIGHT IN ANY NFT, UNDERLYING OR ASSOCIATED CONTENT, OR ITEMS.
YOU UNDERSTAND AND AGREE THAT 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 USE OF NFTS, CONTENT, AND/OR CONTENT LINKED TO OR ASSOCIATED WITH NFTS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) CORRUPTED DIGITAL WALLET FILES; (D) UNAUTHORIZED ACCESS OR USE; (E) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE OR NFTS; (F) FLUCTUATIONS IN THE PRICE OF NFTS OR ANY OTHER DIGITAL ITEMS; OR (G) A VULNERABILITY, FAILURE, OR DEGRADED PERFORMANCE OF SOFTWARE, BLOCKCHAINS, OR ANY OTHER FEATURES OF NFTS. SOUL THEORY AND SOUL THEORY PARTIES ARE NOT RESPONSIBLE FOR ANY LOSSES OR INJURY DUE TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) REGARDING ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE NFTS, INCLUDING, BUT NOT LIMITED TO, FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING LOSSES OR INJURY AS A RESULT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, THEREFORE SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND AGREE THAT IN NO EVENT WILL SOUL THEORY OR OUR THIRD-PARTY SERVICE PROVIDERS OR AFFILIATES BE LIABLE TO YOU OR ANY THIRD-PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, PRODUCTS OR THIRD-PARTY SITES AND PRODUCTS, OR FOR ANY DAMAGES RELATED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF BUSINESS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY STRICT LIABILITY, TORT, NEGLIGENCE, BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE AND EVEN IF SOUL THEORY, OUR AFFILIATES, OR OUR SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES; OR FOR ANY OTHER CLAIM, DEMAND, OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE DELIVERY, USE, OR PERFORMANCE OF THE SERVICE. ACCESS TO, AND USE OF, THE SERVICE, PRODUCTS OR THIRD-PARTY SITES, AND PRODUCTS ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA RESULTING THEREFROM.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT WILL SOUL THEORY’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE SERVICE, CONTENT, NFTS, OR ANY SOUL THEORY PRODUCTS OR SERVICES EXCEED THE AMOUNT RECEIVED BY SOUL THEORY FOR ITS SERVICE DIRECTLY RELATING TO THE ITEMS THAT ARE THE SUBJECT OF THE CLAIM, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE SOME OF THE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.
Privacy Policy
Our Privacy Policy is a part of these Terms. Please refer to our Privacy Policy to learn about our data collection practices. By submitting personal data through our Service, you agree to the terms of our Privacy Policy and you expressly consent to the collection, use, and disclosure of your personal data following our data collection practices in accordance with our Privacy Policy.
Modifications to the Terms of Service
Soul Theory reserves the right, in our sole discretion, to modify, suspend, or discontinue, temporarily or permanently, the Service (or any part or functionality thereof) at any time, with or without notice, and you agree that Soul Theory will not be liable to you or any third-party as a result thereof.
Dispute Resolution; Arbitration
Binding Arbitration. Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully as it requires you to arbitrate disputes and claims with Soul Theory and limits the manner in which you can seek relief from us. This section does not govern disputes or claims between users of the Service, or between users and any third party. You understand and agree that Soul Theory is under no obligation to become involved nor provide dispute resolution services for such disagreements. In the event that you have a dispute with one or more other parties, the parties must resolve those disputes directly and you hereby release Soul Theory, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the Service. You agree that any dispute, controversy, or claim relating in any way to your access or use of the Service, any advertising, any transactions between us, or any aspect of your relationship with Soul Theory, will be solely resolved by final and binding arbitration, rather than in court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify, and the claims are to remain only in such court and the claims are to remain on an individual, non-class, and non-representative basis. You agree that Soul Theory may seek injunctive or equitable relief in a court of competent jurisdiction in the event of intellectual property infringement or any misuse of its intellectual property rights. You also agree that, by entering into these Terms of Service, you and Soul Theory are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND SOUL THEORY AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND SOUL THEORY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
Pre-Arbitration Dispute Resolution. You and Soul Theory agree to engage in good-faith efforts to resolve disputes before either party commences an arbitration, a small claims court proceeding, or seeks equitable relief for intellectual property infringement. Both parties also agree to meet and confer personally, by telephone, or by videoconference (“Conference”) to discuss the dispute and reach a mutually beneficial agreement in good faith and avoid the costs of, when applicable, arbitration or litigation. Most user concerns can be briefly and accurately resolved by using the “Submit a Ticket” link here. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Soul Theory should be sent to !!MAILING ADDRESS!! (“Notice Address”). The Notice must (i) identify the full names and contact details of the parties; (ii) describe the nature and basis of the claim or dispute; and (iii) set forth the specific relief sought. If you and Soul Theory do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Soul Theory may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Soul Theory shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Soul Theory is entitled.
Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/ as may be updated from time to time. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Soul Theory and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Soul Theory agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU WANT TO ASSERT A DISPUTE AGAINST SOUL THEORY, THEN YOU MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES – OR IT WILL BE FOREVER BARRED.
Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $10,000 or less, at your request, Soul Theory will pay all Arbitration Fees. If the value of relief sought is more than $10,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Soul Theory will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Soul Theory will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
Severability. Except as provided in this Section, if a court or the arbitrator decides that any term or provision of this Arbitration Agreement is unenforceable or invalid, for any reason, then that provision will be limited or eliminated from this Arbitration Agreement and will not affect the validity or enforceability of any remaining provisions.
Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Soul Theory.
Modification. Notwithstanding any provision in these Terms to the contrary, Soul Theory agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the Service, you may reject any such change by sending Soul Theory a written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
Governing Law
These Terms and your access to and use of the Service shall be governed by and construed and enforced in accordance with the laws of the State of Michigan, without regard to its conflict of law provisions. Any disputes or claims not subject to arbitration, as set forth above, or cannot be heard in small claims court, shall be resolved in a state or federal court of proper jurisdiction, respectively, sitting in the State of Michigan. Whether the dispute is heard in arbitration or in court, you agree that you and Soul Theory will not commence against the other a class action, class arbitration or other representative action or proceeding.
Termination
If you breach any provision of these Terms, all licenses granted by Soul Theory will terminate immediately. Notwithstanding anything contained in these Terms, we reserve the right, with or without notice and in our sole discretion, to suspend, disable or terminate your account and/or your ability to access or use the Service (or any part thereof) at anytime and for any or no reason. You acknowledge and agree that we shall have no liability or obligation to you or any third-party in such event and that you will not be entitled to a refund of any amounts that you have already paid to us.
Severability
If any term, clause or provision of these Terms is held invalid or unenforceable, then that term, clause or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of these Terms.
Injunctive Relief
You acknowledge and agree that a breach of these Terms will cause irreparable injury to Soul Theory for which monetary damages would not be an adequate remedy and Soul Theory shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages.
Survival
All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by Soul Theory or you. Termination will not limit any of Soul Theory’s other rights or remedies at law or in equity.
California Residents
In accordance with Cal. Civ. Code § 1789.3, if you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.
Miscellaneous
These Terms constitutes the entire agreement between you and Soul Theory relating to your access to and use of the Service, superseding any prior written or oral agreements between you and Soul Theory with respect to the Service. You may also be subject to additional terms and conditions when you use affiliate or third-party services, third-party content, or third-party software. These Terms will be governed by the laws of the State of Michigan without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Soul Theory agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within the State of Michigan. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign the Terms without the prior written consent of Soul Theory, but Soul Theory may assign or transfer these Terms, in whole or in part, without restriction. The section titles in these Terms are for convenience only and have no legal or contractual effect. The section titles in these Terms are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. Soul Theory may also provide notices to you of changes to these Terms or other matters by displaying notices or links to notices generally on the Service.
You and Soul Theory agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.