THIS PARAGRAPH CONTAINS AN IMPORTANT NOTICE. PLEASE READ IT CAREFULLY— SECTION 11 OF THIS DOCUMENT CONTAINS A BINDING ARBITRATION PROVISION THAT REQUIRES ARBITRATION ON AN INDIVIDUAL BASIS (RATHER THAN JURY TRIALS OR CLASS ACTIONS) AND LIMITS THE TIME PERIOD WITHIN WHICH YOU MAY BRING A CLAIM AGAINST US. YOU ARE AGREEING TO GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY, AND ANY RIGHT TO LITIGATE CLAIMS IN A COURT, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.
These Terms of Service (the “Terms”) for the Voice NFT Platform Minimum Viable Product are a binding agreement between you (the “User” or “you”) and Voice (US) LLC (“Voice,” “we,” or “us”). These Terms govern your use of the Voice NFT Platform (including all related documentation, the “Service”). The Service is licensed, not sold, to you. You should review these Terms well as all other terms and conditions, rules, guidelines, policies and requirements that we may publish from time to time on Voice or notify to you (including our Privacy Notice, Content Guidelines, Copyright Policy, Trademark Notice and Cookie Notice) (collectively, the “Policies”). You should do this before you start using Voice and on a regular basis afterwards.
THESE TERMS OF SERVICE, TOGETHER WITH THE POLICIES, CONSTITUTE THE “AGREEMENT” BETWEEN YOU AND VOICE WITH RESPECT TO YOUR USE OF THE SERVICE. BY USING THE VOICE PLATFORM, YOU INDICATE YOUR CONSENT TO THIS AGREEMENT, AND YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OLD AND OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE TO BE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS OR DO NOT UNDERSTAND THESE TERMS OR ANY OF THE POLICIES, YOU SHOULD IMMEDIATELY CEASE ALL USE OF THE SERVICE. IF YOU USE OR VIEW ANY ASPECT OF THE SERVICE, YOU WILL BE DEEMED TO HAVE AGREED TO THESE TERMS OF SERVICE AND ALL POLICIES.
The Service is a platform for creators (“Creators”) and collectors (“Collectors”) to create and/or collect digital content (“content”), which Creators may “mint” into unique non-fungible tokens implemented on the a blockchain platform using smart contracts (each an “NFT”) and/or use in social content (including, but not limited to, text, images, audio, gifs, or video content).
1.1 Agreement with Voice Policies
You agree to access and use the Service according to these Terms, as well as the following Voice Policies:
- Content Guidelines: In addition to these Terms of Service, your actions in creating NFTs and
- engaging in social interactions on the Voice platform must follow these additional guidelines for
- acceptable content and conduct on the platform.
- Privacy Notice
- Copyright Policy
- Trademark Notice
- Cookie Notice
2. Minimum Viable Product Iteration
The MVP iteration of the Service is anticipated to last several months, and is a simulated platform experience. This is your chance to participate in building and testing the platform and digital art creation and collection, before the Voice platform officially launches.
With that said, there are a few important things that you should remember about the MVP phase: 1) any transactions carried out using the Service are not permanent; 2) funds on the platform have no value; 3) Digital Content and NFTs are not permanent; and 4) the MVP features are subject to change without warning.
2.1 MVP Transactions are not Permanent
- Any actions you take to mint, sell or collect NFTs during the MVP period will not be permanent, and will be cancelled at the end of the MVP period.
- Any funds you receive or use to collect NFTs during the MVP period on the Voice platform will be destroyed.
- NFTs and actions that occur during the MVP period may or may not be recorded permanently on the blockchain at our discretion, and/or any associated blockchain records may be overwritten or destroyed.
2.2 MVP Currency has no Value
- The MVP will allow for the use of funds which have no real-world value and do not represent fiat, cryptocurrency, or other monetary value or asset. These funds are just for use on Voice. You can’t go out and buy coffee (or anything else) with them.
- Any actions you take to mint, collect or earn funds or “royalties,” during the MVP period will not translate to fiat / crypto or any other currency / item with value.
- Any “royalties” allocated are for testing purposes, and like the rest of the Service, are subject to change.
2.3 MVP Content and NFTs are not Permanent
- You will not be able to continue to own NFTs created during the MVP period after the MVP period ends.
- These NFTs will have no value, and will be removed from the Service after the MVP period ends.
- You acknowledge that you hold no license of any kind to NFTs you create or collect during the MVP period.
- As a Collector, if you do not own the original rights to the content, you cannot copy, download, save, edit, modify, create derivative works or otherwise save any element of an MVP NFT you have collected before it is deleted.
- You will not be able to transfer NFTs created during the MVP period off the Voice platform.
2.4 MVP Features are Subject to Change
- Certain features may be offered only during the MVP period and are subject to change during the MVP period and thereafter.
- By accepting these Terms or using the Voice platform, you understand and acknowledge that these features, along with the rest of the Service, are being provided and made available on an “as is” or “as available” basis.
- The Service may include errors or otherwise not function as designed, you assume all risks and costs associated with your use of the Service and Voice is not obligated to provide any maintenance, technical, or other support.
- Voice may invite and implement user feedback, but is not obligated to do so. Any feedback is provided as described in these Terms.
3. How to Use Voice
To access the Service, you will be asked to provide certain registration details or other information. It is a condition of your use of Service that all the information you provide on the Service is correct, current and complete. You agree that all information you provide to Voice in order to register with this Service or otherwise, is accurate and governed by the Policies, and you consent to all actions we take with respect to your information consistent with our Privacy Notice. You further agree to ensure that yourregistration information is up-to-date.
If you choose, or are provided with, a username, password or any other piece of information as part ofour security procedures, you must treat such information as confidential, and you must not disclose it toany other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Service or portions of it using your username, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. We have the right to disable any username, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms.
To use the Service, you must be at least 18 years old (or, where the laws of your place of residence require you to be older than 18 years old to access and use a Service such as this Service, you must be at least that age). The full features and functionality of the Service are available only to our users who have a valid and active account with us. In order to qualify for an account, you must meet all eligibility criteria we described in these Terms, including that:
- you must have passed any identity confirmation checks we require;
- your place of residence must be a country or region where we make Service accounts available;
- you must not have had a previous account which was terminated by us;
- you must not be a person prohibited from using the Service under these Terms, Policies, or applicable law;
- no laws or other requirements that apply to you prohibit you from using any part of the Service or make it unlawful for you to use any part of the Service;
- you are not a citizen or resident of any country or region that is subject to any sanctions or other restrictions imposed or maintained by the United Nations, the United States, the European Union or its member states, or other applicable government or international authorities
- you do not appear on any list of prohibited, restricted or sanctioned persons or parties, including any such list maintained by the United Nations, the United States, the European Union or its member states, or other applicable government or international authorities, and you are not part of a group that appears in such a list; and
- You are not, at the relevant time, in a country or region in which we do not permit access to Voice for any reason in our sole and absolute discretion, including due to restrictions imposed by applicable law, and you are not using technological means for purposes of misrepresenting your location (e.g. VPN, internet protocol address scrambler, or other proxy).
We reserve the right, in our sole and absolute discretion, not to allow anyone who applies for an account to create one, even if they meet the eligibility criteria, and/or to limit users only to individuals who reside in certain countries or regions. We may implement geo-blocking measures that are designed to prevent access from any prohibited country or region. These measures may inadvertently block users who are not in a prohibited country or region from accessing Voice, but we do not assume any liability as a result.
We reserve the right, to the extent necessary in order to maintain the safety and integrity of the Voice platform, to suspend or remove accounts at any time. We may change our eligibility criteria, including by adding additional requirements, at any time with or without notice to you. If you no longer meet our eligibility criteria at any time after you create an account, (including because of a change to our eligibility criteria), you must inform us (to [email protected]), and we may suspend or terminate your account.
4. Acceptable Use Code
The following terms constitute our “Acceptable Use Code.” As part of our Acceptable Use Code, you agree that you will NOT:
- use the Service in violation of these Terms or engage in, encourage or promote any activity that violates these Terms;
- use the Voice platform, Services, or associated blockchain(s) or platform(s), to carry out any illegal activities, including but not limited, to money laundering, terrorist financing, bypassing international sanctions, or purchase or sale of illegal goods;
- reverse engineer any aspect of the Service, or do anything that might lead to the discovery of source code or other non-public data;
- manipulate the Service, including, but not limited to, placing misleading offers or making misleading communications;
- bypass any limitation on your access to the Service or attempt to circumvent measures employed to prevent or limit access to any functionality, area or component of the Service;
- use any aspect of the Service to create competing software or Services;
- commit fraudulent acts, including, but not limited to: creation or listing of counterfeit NFTs, creating or using fake or misleading usernames, using another user’s login credentials, attempting to bypass login verification, posing as another user, including the use of misleadingly similar usernames; or providing any false or misleading information to Voice;
- use the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Service, or that could damage, disable, overburden or impair the functioning of the Service in any manner;
- infringe another party’s intellectual property (IP) rights or otherwise violate the rights of another person or entity;
- harass others, use hate speech or commit other offensive acts or submit offensive content or violate our Content Guidelines or any other Policies;
- use bots, spiders, crawlers, scrapers, scripts, browser extensions, offline reader or other automated means or interfaces to access the Service, extract data or otherwise interfere with or modify the rendering of Service pages or functionality to retrieve or index any portion of the Services;
- develop, utilize, or disseminate any software to interact with the Service in any manner, that could damage, harm, or impair the Service;
- attempt to circumvent any content-filtering techniques we employ, or attempt to access any feature or area of the Service that you are not authorized to access;
- use data collected from the Service to contact individuals, companies, or other persons or entities (including without limitation, email marketing, SMS marketing, telemarketing, and direct marketing;
- engage in deceptive or manipulative trading activities or place false or misleading marketplace bids or offers;
- use the Service to carry out any financial activities subject to registration or licensing, including but not limited to creating, listing, or buying securities, commodities, options, real estate, or debt instruments;
- use the Service to participate in fundraising for a business, protocol, or platform, including but not limited to creating, listing, or buying assets that are redeemable for financial instruments, assets that give owners the right to participate in any securities offering, or assets that entitle owners to financial rewards; or
- engage in or promote any activity that violates this Agreement.
Voice, at our sole discretion and without advance notice or liability, has the right to suspend, terminate, or refuse access to the Service in the event you violate the Acceptable Use Code, these Terms of Service or the Policies, or for any other reason.
4.2 Reservation of Rights.
All rights not expressly granted to you are reserved by Voice and its licensors and other third parties. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. Any unauthorized use of the Service for any purpose is prohibited.
4.3 Collection and Use of Your Information.
You acknowledge that when you use the Service, Voice may use automatic means (including, for example, cookies and web beacons) to collect information about you and about your use of the Service. You also may be required to provide certain information about yourself as a condition to downloading, installing, or using the Service certain of its features or functionality. Please review our Privacy Notice and our Cookie Notice for details about how we collect, use, and disclose your information in connectionwith your access to the Service. By using and providing information to or through the Service, you consent to all actions taken by us with respect to your personal information in compliance with the Privacy Notice and Cookie Notice.
From time to time, Voice may develop and provide updates to the Service, which may include upgrades, bug fixes, patches, other error corrections, or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete existing features and functionality. Voice has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. All Updates are considered to be a part of the Service, and accordingly, are subject to these Terms.
5. Assumption of Risk
You accept and acknowledge:
- After the MVP period ends, you will not be able to continue to own or license NFTs or the underlying Digital Content created during the MVP period. The NFTs created during the MVP period will have no real-world value and will be removed from the Service when the MVP period ends, and you will not be able to transfer NFTs created during the MVP period off the Voice platform;
- During the MVP period, funds acquired by way of the Service will have no real-world value and do not represent fiat, cryptocurrency, or other monetary value or asset. Funds acquired during the MVP period will not persist past the MVP period;
- We cannot guarantee that purchased NFTs will maintain value, and hereby expressly disclaim any such guarantee;
- You are solely responsible for determining what, if any, taxes apply to your transactions using the Service, and for payment of any such taxes, and we are not responsible for determining, collecting or paying any taxes that may apply to such transactions;
- There are risks associated with Internet-based transactions, 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 information stored related to your transaction. You accept and acknowledge that Voice is not and will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when purchasing or selling NFTs, however caused;
- A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility or value of NFTs;
- The regulatory regime governing blockchain technologies, cryptocurrencies, and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Auction and/or Service and the utility of NFTs; and
- There are risks associated with purchasing user generated content, including but not limited to, the risk of purchasing content that is counterfeit, mislabeled, vulnerable to metadata decay, content on smart contracts with bugs, or content that may become non-transferable. Voice reserves the right to remove access to, or remove collections, contracts, and content affected by any of these issues or by other issues, including violations of these Terms, the Policies or if we receive a DMCA Takedown Notice. NFTs you purchase may become inaccessible on Voice. Under no circumstances shall the inability to view your content on Voice serve as grounds for a claim against Voice.
THE SERVICE AS WELL AS THE ORIGINAL NFTS AND/OR TOKENS AND THE CONTENT ASSOCIATEDTHEREWITH, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. FOR CLARITY, VOICE MAKES NOWARRANTIES OF ANY KIND IN CONNECTION WITH THE SERVICE, THE ORIGINAL NFTS, TOKENS AND/OR THE CONTENT.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE SERVICE AND/OR THE CONTENT MAY CONTAIN AUDIO-VISUAL EFFECTS, STROBE LIGHTS OR OTHER MATERIALS THAT MAY AFFECT YOUR PHYSICAL SENSES AND/OR PHYSICAL CONDITION.
WE ARE NOT RESPONSIBLE FOR ENSURING THAT THE SERVICE, INCLUDING ANY CONTENT THEREIN, IS ACCURATE, COMPLETE, OR CURRENT. ANY CONTENT INCLUDED AS PART OF THE SERVICE IS PROVIDED FOR GENERAL INFORMATION ONLY AND SHOULD NOT BE RELIED UPON OR USED AS THE SOLE BASIS FOR MAKING DECISIONS. ANY RELIANCE ON THE SERVICE, AND ANY CONTENT THEREIN, IS AT YOUR OWN RISK.
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, VOICE, ON OUR OWN BEHALF AND ON BEHALF OF OUR AFFILIATES AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECTO THE SERVICE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. VOICE PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
6.1 Becoming a Creator and/or Collector.
The Service is a platform for Creators and collectors (“Collectors”) to make, share, sell, purchase, list for auction, make offers, and bid on digital art represented by NFTs. You may become a Creator on your own or in collaboration with other co-Creators. When two or more co-Creators contribute to create a piece of content, and mint an NFT of that content piece, each co-Creator has an indivisible and equal interest in the content piece as a whole, unless otherwise agreed upon by all co-Creators. Accordingly, the co-Creators are equally entitled to share in the content piece NFT sales and royalties, unless the co-Creators agree otherwise.
Voice enables the minting of NFTs in the following way: A single Creator can mint an NFT containing content created solely by that Creator. Where a content piece has been jointly created by multiple co-Creators, a single co-Creator can mint an NFT on behalf of all co-Creators of the content piece. The minting Creator will add and acknowledge any content co-Creators during the minting process. All co-Creators of a particular content piece will then share in NFT ownership and royalties consistent with these Terms. Only one of the co-Creators of a content piece will be able to mint the NFT containing the content piece. Accordingly, if you are a co-Creator, you agree to authorize one of your co-Creators (or you may be authorized by your co-Creators) to mint the NFT of your co-created content, and you grant the co-Creator authorized to mint the NFT sufficient authority required to do so.
Voice is not responsible and will not become involved in any disputes between users (including, without limitation, co-Creators) on or in connection with Voice. If you have a dispute with any other user, you release us, our affiliates and their affiliates as well as our third-party service providers, and each of our and their respective officers, directors, agents, joint-venturers, employees and representatives, from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.
You and each of your collaborating co-Creators (if applicable) must each create a Voice account subject to these Terms and the Policies. You agree, that as part of the account creation process, you will provide and maintain true, accurate, current, and complete information about yourself as prompted by our registration form and we may ask you to carry out additional verification steps. All content or any other artwork, text, files, communications, data, information or content that you submit or post on or through to or through the Service must comply with the Content Guidelines, including that all co-Creators are responsible for co-created content’s compliance with these Terms and the Policies.
6.2 Our Rights to Moderate Content
Voice will enforce our Policies, including the Content Guidelines and Copyright Policy, which are subject to change without notice. This may result in Voice tagging or obscuring your content with content warnings or labels, making it possible for other users to filter out your content according to their preferences, making content inaccessible in specific regions, making content inaccessible to all users of Voice, otherwise delisting content from the Voice marketplace, or permanently deleting content from the Service.
Content may be made inaccessible or removed by Voice to comply with DMCA Notices under ourCopyright Policy, to comply with applicable laws, or to carry out other moderation actions required to ensure the safety and security of the Voice community and Voice platform. Moderation actions may occur at our discretion in response to violations of our Content Guidelines; violations of any other Voice Policies; to comply with legal obligations, such as the preservation of evidence; to comply with requests from judicial or administrative authorities, law enforcement, or government agencies; or to protect the safety and security of our products, systems, and users.
If content is made inaccessible or removed, it may become temporarily, indefinitely, or permanently inaccessible to both the Creator and Collectors of NFTs of that content. Voice is not responsible for any loss of ownership over content or goods, or other losses of any kind following the moderation actions, and will not issue refunds under any circumstances.
Users on the Voice platform may have the option to report content which they believe violates the Content Guidelines or other Voice Policies through platform features, through email, or other channels. We make no guarantees to take moderation actions in response to user reports, and will act in our sole discretion to comply with applicable laws, address violations of Voice Policies, and ensure the safety of users on the Voice platform.
Users on the Voice platform may submit DMCA Counter Notices to Voice if they believe that their content was removed in error in response to a DMCA Takedown request. Users may also have the opportunity to submit other types of appeals in response to moderation actions carried out on the Voice platform which they believe were made in error. Voice makes no guarantees to respond to or take actions in response to user appeals, but reserves the right to grant appeals and make previously moderated content publicly accessible on the platform at our sole discretion.
7. Intellectual Property Rights
7.1 Ownership of the Service
Unless otherwise indicated in writing by us, the Service and all content and other materials contained therein, including, without limitation, the Voice logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof are the proprietary property of Voice or our affiliates, licensors or users, as applicable. The Voice logo may not be copied, imitated or used, in whole or in part, without our prior written permission, as further explained in our Trademark Notice.
7.2 License to the Service
Subject to these Terms, you are hereby granted a limited, nonexclusive, non-transferable, non-sublicensable, and personal license to access and use the Service; provided, however, that such license is subject to these Terms and does not include any right to (a) sell, resell or use commercially the Service, (b) distribute, publicly perform or publicly display any part of the Service, (c) modify or otherwise make any derivative uses of the Service or any portion thereof, and (d) use the Service other than for its intended purpose.
7.3 Content Ownership.
As a single Creator, you retain all intellectual property (IP) rights in any content piece created solely by you. As a co-Creator, you and all other co-Creators of a content piece retain IP rights in the content piece jointly, as co-owners of the copyright. You as a Creator (and any co-Creators, if applicable) agree that by licensing an NFT on the Voice platform, you and any co-Creators will not cause another to sell, tokenize, or create another NFT (or other cryptographic token representing content) for the same Content. All co-Creators of an NFT must agree to these terms. If any content you create contains any elements owned by a third party (likenesses, images or other intellectual property which belongs to someone else) that have been licensed for you to use (“Licensed
Element”), you agree that:
- you will use any Licensed Elements according to the applicable license and restrictions;
- you will not violate the terms of the license you have been granted in any way;
- Voice may need to, and reserves the right to, enforce additional restrictions on your usedisplay, creation, and/or transfer of content involving Licensed Elements or other third party IP, depending on the nature of the license.
- you will be responsible for complying with any such restrictions of which Voice notifies you, from the date that you receive the notice. Any failure by you to comply will be considered a breach of the license granted to you to use the Voice platform.
7.4 License to Voice.
You will own (or co-own) content that you create or share on the Voice platform. However, we need certain legal permissions from you (known as a “license”) to provide you with the Service on Voice.
You grant Voice, our affiliates, and successors, a worldwide, non-exclusive, sublicensable, royalty-free, perpetual, transferable, license to use, store, copy, modify, perform and display any content or other artwork, text, files, communications, data, information or content that you submit or post on or through the Service for our lawful business purposes, including to provide, promote, and improve the Service. If you provide any feedback or suggestions to Voice concerning the functionality, performance, or any other aspect of the Service, such feedback and suggestions will belong to Voice and you hereby assign to Voice all right, title, and interest in and to such feedback and suggestions, and Voice is free to use the feedback and suggestions without payment or restriction.
The license you grant to Voice will end when your content is made inaccessible or deleted from the Voice platform. While your license to Voice may be revoked, Voice will retain the right to store the content or associated data to ensure the operational resilience of the Service. However, the license granted to Voice will continue in the following situations:
- where deletion is not possible or practical due to technical limitations of our systems, in which case, Voice will process the deletion of content as soon as it is technically feasible;
- where deletion is not possible due to associated data being stored on a blockchain, which is immutable and uneditable, or other immutable means of storage;
- where your content is included in an NFT which has been transferred or sold to another person;
- where your content has been used by others in accordance with this license and they have not deleted it; or
- where deletion is not possible because it may restrict our ability to: investigate or identify illegal activity or violations of our terms and policies (for example, to identify or investigate misuse of our products or systems); comply with a legal obligation, such as the preservation of evidence comply with a request of a judicial or administrative authority, law enforcement, or a government agency; or to protect the safety and security of our products, systems, and users.
NFT License Terms. When selling an NFT on the Voice platform, the NFT Creator (and co-Creators) grant to the purchasing Collector a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to copy and use the content piece contained in the NFT solely in connection with the purchasing Collector’s permitted use of the Service. The rights to use the NFT content that are licensed by the Creator(s) to the Collector upon purchase of an NFT are referred to as the “NFT License”
The Creator (and any co-Creators) retain ownership of all right, title, and interest in and to the NFT content itself, subject to the NFT License granted by the Creator. You as a Collector agree that you may not, nor permit any third party, to do or attempt to do any of the foregoing without the Creator’s express prior written consent in each case: (a) modify, distort, mutilate, or perform any other modification to the content which would be prejudicial to the Creator’s honor or reputation; (b) use the content in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (c) incorporate the content in movies, videos, video games, or any other forms of media for a commercial purpose, except to the limited extent that such use is expressly permitted by these Terms and the NFT License; (d) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the content, except to the limited extent that such use is expressly permitted by these Terms and the NFT License; (e) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the content; (f) attempt to mint, tokenize, or create an additional cryptographic token representing the same content, whether on or off of the Service; (h) falsify, misrepresent, or conceal the authorship of the content; or (g) otherwise utilize the content for the Collector’s or any third party’s commercial benefit, except to the limited extent that such use is expressly permitted by these Terms and the NFT license top the content that you receive from the Creator upon purchase of the NFT.
Content on Voice which is licensed for your use pursuant to your purchase of an NFT may be moderated, made inaccessible, burned, or otherwise temporarily or permanently removed (whether by Voice, by any user, or any other party). Should content on Voice which is licensed for your use pursuant to an NFT License be obscured, made inaccessible, or removed, your license to use the content may be impacted depending on the terms set out by the license, at our discretion. You hereby irrevocably release, acquit, and forever discharge Voice of any liability for the loss of content you own, use or otherwise experience, and/or the loss of access to any NFT content licensed to you pursuant to an NFT License through the Service; financial or other losses of any kind as the result of content being moderated, made inaccessible, or removed, or affected by any other moderation actions taken by Voice (including, but not limited to, content being tagged with a content warning or other label, content being delisted from a marketplace, content being made inaccessible for any period of time, or in specific geographic regions). You agree that Voice may take any moderation action we see fit to ensure compliance with all applicable laws and ensure community and platform safety and security, at our sole discretion.
8. Payments, Earnings, and Fees.
8.1 Transaction Fees.
It is free to mint content as an NFT on Voice. However, Voice charges a transaction fee for certain marketplace transactions, such as selling NFTs. This will require you, and any of your co-Creators or affiliates contributing to a piece of content you are selling or collecting, to pay a transaction fee. This fee will go to Voice in acknowledgement of payment processing fees, marketplaces services, hosting services, operational costs, and other services provided by Voice in order to offer you the Service. Except as otherwise expressly set forth in these Terms, you (and your co-Creators and affiliates) will be solely responsible to pay any transaction fee for any transaction that you initiate on Voice. The details of required transaction fees may vary by transaction and will be detailed to you upfront before you approve any transaction. We reserve the right to update and change our transaction fees at any time, and with or without direct notice.
8.2 Sales and Earnings.
- Primary Sales. All primary sales of NFTs minted on Voice (“primary sales”) refer to the first-ever sale of the NFT after it is minted) may be executed only on Voice. You may not conduct your primary sale of your NFT on any third-party platform or directly with any Collector.
- Royalties. If, following the primary sale, the NFT is re-sold by the Collector who currently holds it, this is referred to as a “secondary sale.” As a sole Creator, you will have the right to receive a share of royalties from any secondary sales of your minted NFTs that are executed on Voice. If an NFT has two or more co-Creators, the share of royalties co-Creators receive from secondary sales will be divided by the number of contributing co-Creators. At the time you mint an NFT, you will be able to view further details related to the NFT License terms, and ownership and royalty details, and select and/or approve them.
- Secondary Sales. You acknowledge that Voice has no control over secondary sales that occur outside of Voice (such as secondary sales that may occur directly between buyers and sellers, or on third party exchange platforms). Voice makes no representation with respect to any royalty expectations that may arise from transactions that occur outside of the Voice platform. We cannot guarantee any future royalty payments from secondary sales executed by Collectors or on third party exchanges outside of our platform, as this is entirely outside of our control.
We reserve the right to update and change the way earnings from NFT sales are distributed at any time, and with or without direct notice.
It is your sole responsibility to comply with applicable laws related to your use of Voice, including, without limitation, to collect and remit any and all taxes, including without limitation sales, use, value-added taxes, duties, and assessments that apply to any transactions you have made using Voice. It is your sole responsibility to report and remit the correct tax amount to any and all tax authorities.
You acknowledge and agree that Voice is not responsible for determining if taxes apply to your use of the Service; determining the amount of any taxes you owe; collecting, reporting, or withholding any taxes arising from your use of the Service; or providing you with tax advice. Voice reserves the right to collect and remit sales tax in respect of your transactions, and that you will cooperate by providing the necessary payment, information, and/or forms as determined by Voice. Except for income taxes levied on us, you: (a) will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction; and (b) will not be entitled to deduct the amount of any such taxes, duties or assessments from payments (including transaction fees) made to us pursuant to these Terms.
9. Your Representations and Warranties.
You hereby represent and warrant that (a) content submitted to the Service contains only original content otherwise authorized for use by you as a Creator, and does not contain unlicensed or unauthorized copyrighted content, and 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 submit, post or display on or through the Service; (b) content will not contain material subject to copyright or other proprietary rights, unless you have necessary permission or are otherwise legally entitled to post the material and to grant Voice the license described in these Terms; (c) you understand and willingly accept the risks described in these Terms; and (d) you will at all times use the Service in compliance with all applicable laws.
You will indemnify, defend, and hold harmless Voice and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all third-party claims and associated losses, costs, and expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the Service, your breach of this Agreement, or your violation of applicable laws, including export control laws.
11. Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VOICE OR ITS AFFILIATES, OR ANY OF VOICE’S OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED YOUR USE OF OR INABILITY TO USE SERVICE, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, LOST PROFITS, LOST DATA, EVEN IF VOICE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ACCESS TO, AND USE OF, THE SERVICE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, VOICE’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF ONE HUNDRED US DOLLARS. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
12. Arbitration; Governing Law.
YOU HEREBY EXPRESSLY AGREE TO WAIVE YOUR RIGHT TO HAVE A TRIAL BY JURY, AND AGREE TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT. YOU WILL SUBMIT ANY DISPUTES ARISING FROM THE USE OF THESE TERMS OF SERVICE OR THE SERVICE, INCLUDING DISPUTES ARISING FROM OR CONCERNING THEIR INTERPRETATION, VIOLATION, INVALIDITY NON-PERFORMANCE, OR TERMINATION, TO FINAL AND BINDING ARBITRATION UNDER THE RULES OF ARBITRATION OF THE AMERICAN ARBITRATION ASSOCIATION APPLYING DELAWARE STATE LAW WITHOUT REGARD TO CONFLICT OF LAW RULES OR PRINCIPALS. THE SEAT OR LEGAL PLACE OF ARBITRATION WILL B DELAWARE. YOU AGREE TO ARBITRATE IN YOUR INDIVIDUAL CAPACITY ONLY – NOT AS A REPRESENTATIVE OR MEMBER OF A CLASS – AND YOU EXPRESSLY WAIVE ANY RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS ACTION BASIS. YOU AGREE TO GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE. FURTHERMORE, UNLESS YOU AND VOICE AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OF CLASS PROCEEDING. ALL ARBITRATION PROCEEDINGS ARE CONFIDENTIAL, UNLESS BOTH YOU AND VOICE AGREE OTHERWISE. ARBITRATION ORDERS AND AWARDS REQUIRED TO BE FILED WITH APPLICABLE COURTS OF COMPETENT JURISDICTION ARE NOT CONFIDENTIAL AND MAY BE DISCLOSED BY THE PARTIES TO SUCH COURTS. A PARTY WHO IMPROPERLY DISCLOSES CONFIDENTIAL INFORMATION WILL BE SUBJECT TO SANCTIONS. THE ARBITRATOR AND FORUM MAY DISCLOSE CASE FILINGS, CASE DISPOSITIONS, AND OTHER CASE INFORMATION AS REQUIRED BY A COURT ORDER OF PROPER JURISDICTION.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
13. Miscellaneous Legal Terms.
13.1 Entire Agreement
These Terms, along with all other Voice Policies, constitute the entire agreement between you and Voice with respect to the Service and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Service. Voice reserves the right to modify these Terms or the Policies at any time without prior notice. Voice may, at our sole discretion, notify you of changes to these Terms via: (a) a prompt from the Service that will allow you to read the new or modified Terms, and require you to accept the new or modified terms prior to being able to access the Service, (b) by electronic mail, or (c) by posting a notice on the Voice website. Regardless, your continued use of Service after these Terms has been updated constitutes your approval of the revised Terms or Policies.
No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder.
You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures (collectively, “Communications”). We may provide Communications to you by posting them via the Service, by emailing them to you at the email address you provide, by sending an SMS or text message to a mobile phone number that you provide, or by posting them to the Voice website. You should maintain copies of all Communications. You may contact Voice with any questions, complaints, or claims at the following:
4001 KENNETT PIKE, SUITE 302
WILMINGTON, DE 19807
Email: [email protected]