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 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, Payment Terms, 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.
1.1. About Voice
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 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).
1.2 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.
- Payment Terms
- Copyright Policy
- Trademark Notice
- Privacy Notice
- Cookie Notice
2. 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 your registration information remains up-to-date while you continue to use the Service.
If you choose, or are provided with, a username, password, authentication code, or any other piece of information for your account verification as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any 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 in our sole discretion. 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.
2.4 Transactions Eligibility.
To purchase or sell any NFTs, and/or to otherwise use any payment and transactions features of the Service, Collectors, and Creators (and their co-Creators, if any) of the NFT must also meet certain additional Transactions Eligibility criteria. These criteria include residence in a region supported by our Payment Processors, additional identity verification and Know Your Customer (“KYC”) standards, and other qualifications set forth in our Payment Terms. It is important that you review the Payment Terms carefully to ensure that you (and your co-Creators, if any) meet the Transactions Eligibility requirements before proceeding if you intend to buy or sell any NFTs on our platform. By using our platform, you agree to abide by these Payment Terms.
2.5 Adjustments to Service Features.
To maintain the performance and service quality of the Voice platform and protect it from harm, Voice may implement certain feature use limitations applicable to all users, or to only some users based on certain eligibility factors, such as whether a user’s account is authenticated (including through the KYC process). These may include limits on the size of file uploads, the number of NFTs that can be minted, rate limitations to prevent abuse, or other adjustments intended to ensure the quality of the Voice platform and users’ experience on the platform.
3. 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;
- to promote, incite, or encourage illegal activities of any kind;
- commit fraudulent acts, including, but not limited to: creation or listing of counterfeit NFTs, impersonation of any other person or entity, including creating or using fake or misleading usernames, posing as another user, and creating misleadingly similar usernames, using another user’s login credentials, attempting to bypass login verification, and providing any false or misleading information;
- 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 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, attempt to circumvent our verification processes, including the Know Your Customer (“KYC”) process, using deceptive, fraudulent, or technical means, or any other means;
- disable, overburden or impair the functioning of the Service in any manner;
- 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 bots, spiders, crawlers, scrapers, scripts, browser extensions, offline reader, or any other automated and/or manual 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, including content and/or NFT listing data, metadata, user data, and/or blockchain records;
- develop, utilize, or disseminate any software to interact with the Service in any manner, whether or not such software 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, including using coordinated activities to artificially inflate prices;
- 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;
- use any aspect of the Service to create software or services that compete with the Service in any way;
- engage in or promote any other activity that violates this Agreement; or,
- engage in any other fraudulent, unlawful, deceptive or abusive activity which is not explicitly named in this policy, and which may be identified and determined at Voice’s sole discretion.
Voice, in its sole discretion and without advance notice or liability, has the right to suspend, terminate, or refuse access to the Service, and/or any feature of the Service, in the event that you:
- violate the Acceptable Use Code, these Terms of Service or other Voice Policies;
- violate any law, whether on the Voice platform, on another platform external to the Voice platform, or in the context of an offline crime;
- do not pass our verification processes, including the KYC process;
- do not meet other eligibility requirements, such as our jurisdictional requirements or age requirements; or,
- for any other reason, in our sole discretion.
3.2 Reservation of Rights.
All rights not expressly granted to you in this Agreement 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.
3.3 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 connection with 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.
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.
4. Assumption of Risk
You accept and acknowledge the following risks related to using the Voice platform:
- Buy/Sell At Your Own Risk: All purchases are made at the buyer’s own risk. Voice is not responsible for, and does not guarantee that your content and/or account will not become inaccessible; that the quality and authenticity of authorship of any NFT or NFT content will be satisfactory and/or meet expectations; and/or that any seller representations, offers and/or agreements made in connection with the sale of an NFT that are beyond the scope of the NFT Content License (see Section 5), are valid and/or will be fulfilled.
- Content: 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, or held in smart contracts containing bugs, and that infringes the copyrights or other rights of a third party, or may become inaccessible or non-transferable. Voice reserves the right to temporarily or permanently remove access to, or permanently remove, collections, contracts, and content affected by any of these issues, or by other issues; including violations of these Terms, the Policies, or in the event that we receive a DMCA Takedown Notice or other notice that the content violates the rights of a third party, our Acceptable Use Code or our other Terms and Policies. 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;
- Internet-based 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;
- USDC Coin (“USDC”) and making USDC transfers: There are risks specific to initiating transactions in USDC and transferring USDC, which will be an available transaction method on the Voice platform for users in certain supported countries. These risks include transferring to an incorrect address, blockchain transactions being irreversible once initiated, blocked addresses, and forfeited funds, among others. Learn more on Circle’s USDC Risk Factors page;
- Account access or control: You assume all risks associated with controlling access to your account, and agree that Voice is not responsible for the security of your Voice account; any information you provide for use in verifying and/or securing your account, including your email address, your password, any device, app, or other means you may use for multi-factor authentication, and/or any authentication codes you may receive from Voice in order to validate your account; and any financial or other losses, including the loss of your Voice Balance, resulting from your Voice account access being compromised or lost, which could result from account takeover, loss of your account credentials, or any other situation which may cause you to lose access to your Voice account;
- Loss of account: There are risks associated with the permanent loss of your account, and the loss of any items or features associated with your account, including your NFTs, Voice Balance, creator earnings from secondary sales, content, profile, account history, and other items that may be meaningful to you. Your account access may be temporarily or indefinitely suspended, or permanently terminated, for various reasons, including: the deletion of your account at your request; illegal activity committed on your account or associated with the identified owner of your account, whether occurring on or off of the Voice platform; due to violations of Voice policies; your failure to meet eligibility criteria to use the Services; or as required to comply with legal and/or regulatory obligations. You accept and acknowledge that Voice is not and will not be responsible for any issues related to the loss of your account and any valued items associated with your account, however caused, nor is Voice responsible for remediating your losses in any way;
- Voice Balance: If you are found to have committed illegal activity on or off of the Voice platform, including, but not limited to, committing financial crimes such as money laundering, and/or if you become ineligible to use the Service due to failure to meet Voice verification criteria, including our KYC requirements or sanctions screening, Voice may be required by law to freeze, and remove your access to, and ability to use or withdraw, your Voice Balance. Any funds associated with a transaction or the entirety of your Voice Balance may be seized by authorities, frozen indefinitely or permanently, in accordance with legal requirements. We are not responsible for any funds lost in the event we are required by law to freeze or disable your access to your Voice Balance. Learn more in our Payment Terms;
- NFT value: We cannot guarantee that any purchasers of NFTs will not lose money, and we hereby expressly disclaim any such guarantee;
- Taxes: Other than sales taxes collected by Voice, you are solely responsible for determining what, if any, taxes apply to your use of the Service, and for reporting and/or paying any such taxes. Voice is not responsible for otherwise determining, collecting or paying any taxes that may apply to such transactions, other than such sales taxes;
- Public interest: 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; and
- Regulation: The regulatory regime governing blockchain technologies, cryptocurrencies, and non-fungible tokens is uncertain, and new regulations or policies may materially adversely affect the development of the Service and the utility of NFTs.
THE SERVICE AS WELL AS THE NFTS AND THE CONTENT ASSOCIATED THEREWITH, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. FOR CLARITY, VOICE MAKES NO WARRANTIES OF ANY KIND IN CONNECTION WITH THE SERVICE, THE NFTS 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 RESPECT TO 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.
5. Creators and Collectors
5.1 Becoming a Creator and/or Collector. The Service is a platform for Creators and Collectors to make, publish, share, sell and purchase NFTs containing digital art and/or other creative content.
5.2 Sole Creators. You may become a Creator by minting NFTs containing content created solely by you, or content to which you own or control all rights. If you mint an NFT on Voice that contains content created by you in collaboration with one or more contributors, it is your responsibility to ensure that you have consent of all parties who contributed in the creation of, or have any rights to any aspect of the content piece before minting the content as an NFT. It is also your responsibility to account to any such contributors or other parties who may be entitled to share in any proceeds derived from sales of NFTs containing the work. If the Voice Co-Creator Feature is available for your use on the platform, you can also mint NFTs of content you create in collaboration with other Voice users as co-Creators, and automatically allocate shares of NFT sales earnings to your co-Creators by naming them when minting NFT when you mint it. Learn more about the Co-Creator Feature in section 5.3 below.
5.3 Co-Creator Feature. In addition to minting an NFT as a sole Creator, to the extent that a “Co-Creator Feature” is made available for your use on the Voice platform, you can also mint an NFT on Voice containing content co-created by you together with other Voice users that you identify as “co-Creators” of the content when you mint the NFT. The Co-Creator Feature may be made available on a limited basis to only some users for testing purposes, and/or to all users of the Voice platform, at our sole discretion.
Using the Co-Creator Feature, a Creator can mint an NFT containing a content piece jointly created by multiple co-Creators, on behalf of all of the content co-Creators. The minting Creator will name all content co-Creators during the minting process. All named co-Creators of the content piece will then share in revenues from sales of the NFT containing the content piece. Only one of the co-Creators, selected and authorized by all other co-Creators, may mint the NFT of the co-created content. As a co-Creator, you grant the co-Creator selected to mint the NFT sufficient authority required to do so. When minting an NFT, the minting Creator must only name as co-Creators of the NFT content, those co-Creators who have actually contributed in the co-creation of the NFT content piece.
5.4 Creator Guidelines. 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. All Creators (and any co-Creators) are responsible for ensuring that content created and/or co-created by them complies with these Terms, the Content Guidelines and all other Policies.
You (and each of your co-Creators, with respect to any NFT you mint using the Co-Creator Feature) 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. You (and each of your content co-Creators, with respect to any NFT you mint using the Co-Creator Feature) may need to meet certain Transactions Eligibility requirements before you can use certain features of the Voice platform, including listing an NFT for sale. For more information, see our Payment Terms.
5.4.1 NFT Editions. When you mint an NFT on Voice, you will have the option to select whether the NFT will be sold as a single NFT, or as a series of a limited number of editions NFTs (each an “Edition”) containing the same underlying original content piece.
Editions are subject to various limitations and mechanisms. Learn more at our Help Center. Purchasing an Edition NFT provides you with ownership of that Edition NFT and a license to use that NFT as detailed below (see NFT Content License). Owning a Edition NFT does not provide you with any ownership, license, or rights to any other Edition NFT within the series, nor the underlying content of the Edition NFT, unless otherwise specified by the terms of sale or other license granted to you by the NFT creator.
5.5 Selling an NFT. You may sell an NFT on Voice by listing it for sale as a fixed price sale, or as an auction-style sale as detailed below, if available. These methods of sale may be made available on a limited basis to only some users for testing purposes, and/or to all users of the Voice platform, and/or for certain types of NFT sales, at our sole discretion. You will need to meet certain Transactions Eligibility criteria before selling an NFT and/or listing an NFT for sale using the auction feature. Learn more in the Payment Terms.
In addition to selling an NFT by setting a fixed price, to the extent that an auction feature is made available for your use on the Voice platform, you can also sell an NFT using an auction-style bid pricing. In an auction-style sale, you may list an NFT for sale and receive auction-style bids from potential purchasers within a limited timeframe, with the highest bidder within the auction time frame automatically becoming the purchaser and Collector of the NFT. The auction feature may be made available on a limited basis to only some users for testing purposes, and/or to all users of the Voice platform, at our sole discretion. By participating in an auction as a seller, bidder and/or purchaser, you acknowledge your understanding and agreement to the terms and mechanics of auctions, which are detailed in our guide to how auctions work on Voice, and incorporated into these Terms of Service.
Auction-style sales must follow all Voice terms and policies, including the Acceptable Use Policy (section 3).
5.6 Collecting an NFT. You may become a Collector on the Voice platform and collect NFTs by making purchases on the Voice platform using supported payment methods. You will need to meet certain Transactions Eligibility Criteria before making NFT purchases and/or bidding on NFTs, or purchasing through auction-style sales. Learn more in our Payment Terms.
5.7 User Disputes. 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. You hereby 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 any dispute with any other user of the Service.
5.8 Sales and Losses. Voice provides services as an administrative platform only, and is not an auction house, auctioneer, broker, financial institution, or creditor. Voice facilitates transactions between the buyer and seller in the auction, but is not a party to any agreement between the buyer and seller of crypto assets, or between any users.
We do not ensure that a buyer or seller will actually complete a transaction. Voice is not responsible for any losses of funds or NFTs, auction cancellations, or other losses of any kind as the result of fixed-price or auction-style sales. In the event that you have a dispute relating to an NFT sale, you release Voice (and our officers, directors, agents, parent, subsidiaries, joint ventures, and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
5.9 Our Right to Moderate Content. Voice will enforce our Policies at our sole discretion, 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 Voice, permanently deleting content from the Service, and/or permanently disabling your account and all associated content on your account. If any content associated with any Editions NFT in a series is moderated and made inaccessible due to violations of Voice’s Policies, all Editions within that series will be made inaccessible, as the Editions have the same underlying content.
Content will be moderated at the sole discretion of Voice. Content may be made inaccessible or removed by Voice to comply with these Terms, DMCA Notices under our Copyright 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 containing that content. Voice is not responsible for any loss of ownership of or access to content or NFTs, 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 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.
5.10 No Guarantee of Authenticity of Content or Authorship.
Voice may sort, tag or otherwise place indicators on content or users, but makes no claims about the authenticity, veracity, legitimacy, or authorship of any NFT and/or user profile content or descriptions. Voice is not responsible for any NFTs minted, sold or bought on the platform, and/or for investigating or authenticating the user profiles of Creators, Collectors and/or sellers. As such, Voice does not guarantee or warrant:
- the authenticity, safety or legality of any NFT content;
- the uniqueness, originality, rarity, scarcity, quality or value of any NFT or NFT content;
- the truth or accuracy of any NFT and/or NFT content or listing details, such as titles, descriptions, authorship attributions;
- the validity or legitimacy of any creator claims, representations, promises or offerings; or
- the authenticity, credibility, legitimacy, or reputation of any user profiles.
In short, all NFT purchases are at the buyer’s own risk.
6. NFT Content License; Creators’ and Collectors’ Rights.
6.1 When selling an NFT on the Voice platform, the Creator (and all co-Creators) hereby acknowledges, understands, and agrees that selling an NFT on the Voice platform constitutes an express and affirmative grant of the limited NFT Content License rights to all subsequent Collectors, purchasers and owners of the NFT, as provided herein. 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 Content License.” The Creator (and all co-Creators) of an NFT that is being sold, as well as each Collector who purchases the NFT, agree that the following NFT Content License terms apply to the sale/purchase of that NFT:
NFT Content License
(From Creator(s) to Collectors)
The NFT Creator (and co-Creators) grants to each purchasing Collector a limited license to copy and use the content piece contained in the NFT solely as permitted by the rights granted by this NFT Content License, and in connection with the purchasing Collector’s permitted use of the Service.
Rights Granted: Creator (and all co-Creators, if applicable) hereby grants to each Collector a non-exclusive, irrevocable, non-sublicensable, non-transferable (except pursuant to a re-sale on the Voice platform) license to use and display the NFT content, solely (a) for Collector’s own personal, non-commercial use; (b) to make copies of the NFT content solely for the Collector’s own personal, non-commercial and non-public display and viewing; and (c) in connection with the re-sale of the NFT on the Voice platform. The Collector may demonstrate the Collector’s ownership of NFTs they have collected by displaying and sharing them, but the Collector does not have any legal ownership, right, or title to any copyrights, trademarks, or other intellectual property rights to the underlying NFT content, except for the limited rights licensed by this NFT Content License. The Collector’s rights granted by this NFT Content License will continue while the Collector retains ownership of the NFT, and are subject to the Right Limitations and License Conditions set forth below.
Rights Limitations: The Collector is not granted any rights to make “commercial use” of the NFT content, and may not sell copies of, or access to, the content, or create or sell derivative works embodying the content, or otherwise commercially exploit the content. Without limitation, the Collector agrees that the Collector will not, and will not permit any third party to, do or attempt to do any of the following actions in connection with the NFT content: (a) use or 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 text, 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, illegal activity, 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; (d) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the content; (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; (g) falsify, misrepresent, or conceal the authorship of the content; or (h) otherwise utilize the content for the Collector’s or any third party’s commercial benefit.
A Collector purchasing an NFT on the Voice platform is entitled to receive only the rights detailed in this license agreement, and no other goods, services, rights or value beyond the rights expressly stated herein. Any offer or promise to deliver additional goods, services, rights, and/or value in connection with the sale of an NFT is outside of the scope of this license, and may not be deemed to alter, supersede or otherwise modify the terms of this license. The fulfillment of any such additional offers or promises is not supported by the Voice platform.
Creator Obligations: The Creator (and any co-Creators, if applicable) will not, and will not authorize another user, to mint, sell, tokenize, or otherwise create another NFT on the Voice platform that contains the same content as the content contained in an NFT previously minted by any of them on Voice and still in existence. The foregoing will not apply to restrict the creation of Editions NFTs within a series containing the same content.
Reservation of Rights: Subject to the license granted to Collector and Creator’s obligations in this Content License, the Creator (and any co-Creators) retains ownership of all right, title, and interest in and to the NFT content itself, subject to the NFT Content License granted by the Creator and the Creator reserves all exclusive copyrights to the content contained in the NFT, including but not limited to the right to reproduce; to prepare derivative works; and to display, to perform, and to distribute the content.
License Conditions: All Creators, co-Creators, and Collectors of NFTs on Voice 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. The Collector acknowledges that 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). This NFT Content License is subject to suspension and or termination should any NFT content which is licensed for use by the Collector pursuant to an NFT Content License be obscured, made inaccessible, or removed as a result of Voice’s enforcement of provisions of the Terms of Service or any Voice Policies. In addition, any violation of an NFT Content License by a Creator or Collector of an NFT may be notified to Voice by the Collector or Creator of that NFT, and will constitute a violation of the Terms of Service. Accordingly, Voice may take actions with respect to the NFT, the NFT content, and/or the violating Creator and/or Collector, in Voice’s sole discretion, as it deems appropriate to enforce provisions of the Terms of Service or any Voice Policies.
Release: All Creators, co-Creators, and Collectors of NFTs on Voice hereby irrevocably release, acquit, and forever discharge Voice of any liability for the loss of content they own, sell, purchase, 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); or any liability for losses resulting or arising from the Creators’, co-Creators’, or Collectors’ breach of this Content License.
6.2 Seller Offers of Supplemental Value.
Voice cannot control, and the Voice platform does not support, any representations, claims, offers, or promises to provide any goods, services, rights and/or terms of sale beyond the scope of this NFT Content License that may be made by NFT Creators and/or sellers in connection with the sale of an NFT. This includes supplemental representations that may be made or included in the NFT’s description, content and listing details, and/or in the Creator’s or seller’s profile. Voice is not responsible for any such representations, claims, or other value offered that differs from or is in addition to the rights granted to Collectors in this NFT Content License.
7. Intellectual Property
7.1 Ownership of the Service.
Unless otherwise expressly 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 logos and other trademarks 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 Use 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) reverse engineer, 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 ownership of 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 ownership of IP rights in the content piece jointly, as co-owners of the copyright.
You agree that any content you create and/or submit to the Service contains only original content owned or 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. Any content you submit must also comply with our Content Guidelines.
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 Elements“), 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 use, display, 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.
Voice cannot guarantee that any Voice NFTs and/or content piece contained in an NFT will be permanently available in a digital format; preserved, unmodified, or undestroyed by an NFT Collector; or otherwise preserved.
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 Services on Voice.
Accordingly, you grant Voice, our affiliates, and successors, a worldwide, non-exclusive, sublicensable (including through multiple tiers of sublicensees), royalty-free, perpetual, transferable, license to use, store, copy, modify, perform and display any content or other artwork, text, files, communications, data, information or materials that you submit or post on or through the Service for our lawful business purposes, including to provide, promote, and improve the Service. You hereby waive, and agree that you will not assert, any moral rights or equivalent rights you may have in any jurisdiction to content you create that is minted into an NFT. 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.
Once content created by you has been minted as an NFT, any license you have granted for the use of that content and/or any of your profile information included in the NFT to reference your association with that content, cannot be revoked, as the record of that content lives forever on the blockchain, and is subject to the rights of any co-Creators of the NFT content, and to any NFT Content License rights granted to a Collector who has purchased the NFT. We reserve the right to indefinitely display digital content linked to minted NFTs.
For other content you share on the Voice platform (such as your profile details, like your display name and bio), the license you grant to Voice to use such content will end when that content is made inaccessible or deleted from the Voice platform. While your license to Voice to display, publish or modify such content may end, 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 any 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.
You grant Voice and any Voice users who purchase, collect and/or otherwise interact with any NFTs containing content into which you have included a musical work, a royalty-free license to use the work as permitted by these Terms of Service, without obligation to pay royalties to any third party, including, but not limited to, any record label, music publisher, music or sound recording performing rights organization, or other third party royalty participant or rightsholder with respect to the musical work. You are solely responsible for obtaining all necessary authorizations and consents from, and making all notifications to, all relevant parties for the royalty-free license granted herein, and for complying with any contractual, permissions-related, reporting and/or other obligations to third parties related to your use of musical works in an NFT.
8. Payments, Earnings, and Fees.
Information relevant to payments, earnings, and fees on Voice are detailed in our Payment Terms. Please read this document in full before engaging in any transactions on Voice.
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) any information you submit to the Service will not infringe, misappropriate, or otherwise violate rights of a third party, including intellectual property rights and rights to privacy or publicity; (d) you understand and willingly accept the risks described in these Terms; (e) content submitted to the Service will comply with these Terms and the Policies; and (f) you will at all times use the Service in compliance with all applicable laws.
10. Indemnification and Release.
You agree to release, indemnify, defend, and hold harmless Voice and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, losses, costs, damages and expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the Service, your violation of these Terms of Service or of any rights another, your violation of applicable laws, including export control laws, and/or any claims by or against you of infringement of moral or equivalent rights. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
11. Limitation of Liability.
TO THE MAXIMUM 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 BE DELAWARE. THE ARBITRATION PROCEEDINGS AND ALL PLEADINGS AND WRITTEN EVIDENCE SHALL BE IN THE ENGLISH LANGUAGE. ANY WRITTEN EVIDENCE ORIGINALLY IN A LANGUAGE OTHER THAN ENGLISH SHALL BE SUBMITTED IN ENGLISH TRANSLATION ACCOMPANIED BY THE ORIGINAL OR TRUE COPY THEREOF. 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 supersedes 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.
13.3 Electronic Communications.
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:
VOICE (US) LLC
4001 KENNETT PIKE, SUITE 302
WILMINGTON, DE 19807
Email: [email protected]
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