Terms of Service
Transient Labs is a technology service provider and “smart contract” innovator building creator tools for the future of web3. Transient Labs, Inc., a company organized under the laws of the State of Delaware, (“Transient,” “we,” “us,” “our”) owns and operates Transient Labs, the Site(s) and all related subdomains and URLS (including www.transientlabs.xyz),Stacks, Shatter, the Lab, “you know what would be cool?” (“YKWWBC”), and other products or services that we make available through our Site(s) or applications.
PLEASE READ THESE TERMS CAREFULLY AS THEY CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN YOU AND TRANSIENT. ASPECTS OF THESE TERMS LIMIT CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA (AMERICAN ARBITRATION ASSOCIATION) RULES, AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF.
I. This is a Binding Agreement Between You and Transient
These Terms of Service (“Terms” or“ Agreement”) are entered into between You and Transient. These Terms govern your access to and use of the Site(s), interaction with our Smart Contracts, and any other software, websites, applications, API’s, webtools, third party tools, experiences, features, or functionalities provided on or in connection with the Site(s) and all successor Site(s) thereto (collectively, the “Services”). Without limitation, these Terms govern your voluntary use our Site or Services for any purpose, including to mint Non-Fungible Tokens (“NFTs”), deploy Smart Contracts, and configure, interact, or perform functions involving our Smart Contracts. For the purposes of these Terms, “you” includes both you, the person or entity, and the digital wallet that you use for the purposes of using the Services.
YOU ACKNOWLEDGE AND REAFFIRM YOUR AGREEMENT TO THESE TERMS EACH TIME YOU ACCESS THE SITE, USE THE SERVICES, LOG ONTO TO THE SITE, CONNECT YOUR DIGITAL WALLET THROUGHTHE SITE, INITIATE TRANSACTIONS FROM YOUR DIGITAL WALLET THROUGH THE SITE, OR OTHERWISE INVOKE OR INTERACT WITH ANY ASPECTS OF OUR SMART CONTRACTS THROUGH THESITE. YOU MUST IMMEDIATELY AND PERMANENTLY DISCONTINUE YOUR ACCESS AND USE OF THE SITE IF YOU DO NOT AGREE TO THESE TERMS.
Transient reserves the right to change or modify these Terms at any time and in our sole discretion. If we make material changes to these Terms, we will use reasonable efforts to provide notice of such changes, such as by providing notice through the Service or updating the “Last Updated” date at the beginning of these Terms. By continuing to access or use the Service, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference effective as of the date these Terms are updated. It is your sole responsibility to review the Terms from time to time to view such changes and to ensure that you understand the terms and conditions that apply when you access or use the Service. We sometimes need to provide additional terms for specific services (and all such services are deemed part of the “Service” hereunder and shall also be subject to these Terms). Those additional terms and conditions, which are available in connection with the relevant service and hereby incorporated by reference, then become part of your agreement with us if you use those Services. In the event of a conflict between these Terms and any additional applicable terms we may provide for a specific service, such additional terms shall control for that specific service.
IV. Legal Capacity To Use the Services
You expressly represent and warrant that you have the right, authority, and capacity to enter into this agreement on behalf of yourself and any third-party individual, digital wallet, or organization for which you are acting as an authorized agent by using the Service. You expressly represent and warrant that you are over the age of majority in your jurisdiction and at least over the age of thirteen (13). If you are under eighteen (18) years old you may only use the Services through a parent or guardian’s Account and upon their separate agreement to these Terms. It is prohibited to use our Service if you are under thirteen (13) years old.
If you use our Services from or on behalf of a company, artist, collective, digital autonomous organization (“DAO”), smart contract, or any other type of entity or third party then “you” includes you and that entity, and you represent and warrant that: (i) you are an authorized representative of the entity with the authority to bind the entity to these Terms, (ii) you are authorized by the entity to initiate transactions and interact with our Smart Contracts from your digital wallet on behalf of the entity; and (iii) you agree to these Terms on the entity’s behalf. If you utilize “bots,” “spiders,” “Smart Contracts,” or other technical instruments or agents to use our Services, then “you” includes you and that technical instrument or agent. You bear all responsibility and liability stemming from the use of such technical instruments.
V. Your Legal Responsibilities
In addition to other responsibilities and obligations provided in these Terms, you are solely responsible for evaluating, observing, and discharging any applicable legal obligations and requirements that may apply to your voluntary use of the Services. Without limitation, you are solely responsible for determining what, if any, taxes apply to your transactions and to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities. Transient is not responsible for determining, withholding, collecting, reporting, or remitting the taxes that apply to your assets or NFTs. Further, you agree not to use our Smart Contracts in any manner that could be violative of applicable regulation. We strongly encourage you to seek the help of competent legal and tax professionals before making use of the Service and especially before using the Smart Contracts to conduct the sale or distribution of NFTs. Nothing in these Terms should be construed as legal advice, tax advice, investment advice, or a legal opinion.
VI. The Services Rely on Experimental Technologies
As of the date that these Terms were last updated, our Smart Contracts are deployed only to the Ethereum blockchain. The Ethereum blockchain is a decentralized, open-source blockchain that is not under the direct control of Transient or any specific third party. The Ethereum blockchain enables the operation of automatically executable computer programs (i.e., “Smart Contracts,” “decentralization application,” or “DApps”) with functions that are deterministic, publicly inspectable, and executed by the independent network of Ethereum transaction validators.
Transient’s Services enable you to voluntarily interact with these experimental technologies, including the Ethereum blockchain, Smart Contracts, NFT(s), cryptocurrencies, and stable coins, which are subject to many risks, uncertainties, and potentially unknown security vulnerabilities, bugs, and possible exploits. The Services, Smart Contracts, and your digital wallet and assets may be the target of third-party attacks, including but not limited to phishing, Sybil attacks, brute-forcing, inactive listing exploits, impersonations, or the use of viruses (“Third-Party Attacks”). Transient will not be responsible or liable, directly or indirectly, for any actual or alleged loss or damage sustained by You in connection with Third-Party Attacks. Blockchain technologies and digital assets are subject to many legal and regulatory uncertainties that could adversely impact the Services, which could impede or limit your ability to continue the use and enjoy of the Services.
To the maximum extent permitted by applicable law, Transient disclaims any and all liability related to the foregoing experimental technologies, including liability arising from Transient’s Services and Smart Contracts.
Transactions initiated through the Services that invoke our Smart Contracts are publicly broadcasted, processed, validated, managed, and confirmed entirely by your third-party digital wallet provider the public Ethereum blockchain, or any other blockchain that Transient may designate in its sole discretion. You understand that the digital wallet that you use to mint, program, sell NFTs, or otherwise interact with our Smart Contracts, and all transaction details associated with your digital wallet activity may be public information.
The Ethereum blockchain requires the payment of a transaction fee (a “Gas Fee”) for transactions executed by our Smart Contracts. The value of the Gas Fee changes, often unpredictably, and is entirely outside of Transient’s control. The User acknowledges that under no circumstances will a contract, agreement, offer, sale, bid, or other transaction involving our Smart Contracts be invalidated, revocable, reversible, refundable, or otherwise unenforceable on the basis that the Gas Fee for the given transaction was unknown, too high, or otherwise unacceptable to a User.
VII. The Transient Smart Contracts are Non-Custodial
The Transient Smart Contracts are non-custodial Smart Contracts deployed to the Ethereum blockchain that store information and perform limited functions related to minting, creating, deploying, constructing, and experiencing NFTs, including at least the Smart Contracts identified in our developer documentation provided here. Your ordinary use of the Services does not require you to give Transient possession, custody, or control of your digital wallet, your deployed Smart Contracts, your NFTs or other assets held in your digital wallet. Transient does not stand as an intermediary, processor, escrow agent, or direct beneficiary of any transactions conducted by you involving other users of the Service or our Smart Contracts. Transient is not a party to any agreement or transactions involving you and other users or third parties. Transient is anon-custodial service provider. Transient is not a wallet provider, exchange, broker, financial institution, money services business, or creditor. Certain Smart Contracts may be considered “custodial” by virtual of the You having exclusive custody and ownership of your deployed Smart Contracts, but our Smart Contracts do not enable or require Transient or any third party to take custody or control of your assets, unless you separately and voluntarily authorize us or third parties as administrators or owners of your owned Smart Contracts through an on-chain transaction authenticated by your digital wallet.
Transient may facilitate access to third party Smart Contracts or services through the Site. Transient assumes no duty to facilitate access to, maintain, or otherwise make available for you to use any particular Smart Contracts. You understand and agree that you are able to make full technical use of our Smart Contracts, and your deployed Smart Contracts, without using the Site or Services and that you do not need to not rely upon the Site or Services to make use of our Smart Contracts or your NFTs.
The Smart Contracts may be programmed by you through the Site to perform payment or royalty splits, or other types of functions involving the transfer or distribution of digital assets. You understand and agree that all information that you convey to or otherwise program within any Smart Contract (including but not limited to wallet addresses or % splits) must be entirely accurate in order to function as expected. You understand that your failure to input correct information to the Smart Contracts may result in lost funds or other difficulties. The Smart Contracts do not generally process, collect, or distribute any fees, commissions, or royalties for private transactions involving manual settlement between buyers and sellers or otherwise not invoking the Smart Contracts or third party Smart Contracts that honor recognized creator royalties. You understand and agree that royalty configuration do not guarantee that you will receive any royalties for secondary sales. You irrevocably release, acquit, and forever discharge Transient and its subsidiaries, affiliates, officers, and successors of any liability for royalties, commissions, or fees not received by You for any reason.
VIII. Users Consents to the Automated Operation of Smart Contracts
You agree and understand that all transactions executed by you, NFTs minted or programmed by you, and all fees, commissions, assets, NFTs, and royalties transferred by or received by you are processed and settled exclusively by the public Ethereum Blockchain - not Transient. Transient does not control the Ethereum blockchain or any other public blockchain. Transient has no ability to reverse any transactions broadcasted to or previously settled by the Ethereum blockchain. By invoking or interacting with our Smart Contracts, you agree and irrevocably consent to the automated processing of any authorized transactions or functionalities enabled by our Smart Contracts. You expressly delegate to all Smart Contracts that you interact with through the Services the fullest necessary legal and technical authority to process, settle, and execute all functions and transactions initiated by you or your digital wallet. You hereby consent to and agree to be irreversibly bound by the outcome of any transaction, Smart Contract operation or function, or blockchain state change initiated by your digital wallet.
You acknowledge and agree that the Smart Contracts may be subject to bugs, malfunctions, timing errors, vulnerabilities, hacking and theft, or changes or errors of the Ethereum blockchain (including "forks"), which can adversely affect the Smart Contracts, affect you property interests over your NFTs or digital assets, and may expose you to a risk of total loss or forfeiture of your digital assets. Transient does not guarantee, and is not responsible for, your ability to exercise your rights with respect to NFTs or digital assets held in your digital wallet or with respect to your use or enjoyment of our Smart Contracts.
You acknowledge and agree that you have the opportunity to review, whether through the Services or through your third-party wallet provider, our Smart Contract code and every blockchain transaction or message executed by your digital wallet. You hereby affirm that you will not approve of any transaction that is inconsistent with your intent.
You are knowledgeable, experienced, and sophisticated in using and evaluating blockchain and related technologies, digital assets, NFTs, and “Smart Contracts.” You represent that you have sufficient knowledge, market sophistication, professional advice, and experience to make your own evaluation of the merits and risks of any transaction conducted via the Services or involving the Smart Contracts. You represent that you have the knowledge, experience, and ability to take full custody and control over your deployed Smart Contracts and that you understand that you can interact with or control your deployed Smart Contracts through an Ethereum block explorer like etherscan.io. You have conducted your own thorough independent investigation and analysis of the Services and Smart Contracts and the other matters contemplated by these Terms. You agree that you have had the full opportunity to review, audit, and ask us questions about our Smart Contracts and all related functions, permissions, and information associated thereto. You have not relied up-on any information, statement, omission, representation, or warranty, express or implied, written or oral, made by or on behalf of Transient in connection therewith, except as expressly set forth by Transient in these Terms.
X. Accessing and Using The Service
XI. Your Wallet is Your Sole Responsibility
You are solely and exclusively responsible for the security and management of your digital wallet(s). For your safety and the safety of other Users, you agree to maintain reasonable security measures over your digital wallet private keys, make best efforts to avoid potential scams which may compromise the security of your wallet or others, and to preserve the upmost secrecy of your digital wallet private key, seed phrase, your Account details, passwords, and any other information that you use to access your digital wallet or the Account. You are solely responsible for ensuring that Account(s) registered in association with your digital wallet will not be used by any unauthorized person(s) or entities. Transient accepts no responsibility for, and disclaims all liability to you, in connection with the security or use of or your use of your digital wallet and disclaims any responsibility or obligation to assist or remedy you in the event of a breach of your digital wallet’s security. We are not liable for any acts or omissions by you in connection with your Account or as a result of your Account or digital wallet being compromised. Further, you agree that you may be liable to Transient, other Users, or other third parties for harm or losses arising from acts or omissions by you related to the security of your digital wallet.
You agree to notify us immediately of any actual or suspected breach of security, loss, theft, or unauthorized use of your digital wallet or Account at email@example.com.
XII. User Accounts & Usernames
Usernames Accounts are available on a first-come, first-served basis. Only one unique username can be assigned to each respective Ethereum digital wallet address. You must provide accurate, updated, and complete registration information when you create an account. As between you and Transient, usernames and accounts are not your intellectual property or personal property. Transient reserves the unilateral right to terminate, modify, suspend or restrict your username or your access to your account and the Services without notice if we suspect that the account has been compromised, is inactive, was obtained only for future use, was obtained for the purpose of squatting, is infringing on our intellectual property rights or the potential rights of third parties, has been or will be used for any illegal, fraudulent, or unauthorized purposes, or if the account has been involved in an actual or suspected violation of these Terms. Under no circumstances shall Transient be responsible or liable for any direct or indirect losses (including loss of profits, business, or opportunities) suffered by you or any other person or entity due to any such termination, suspension, modification, or restriction of access to your account. Notwithstanding the foregoing, Transient has no right or technical ability to interfere with your lawful possession or enjoyment of your NFTs or digital wallet, which does not depend on your ability to access the Services.
XIII. The Services are Property of Transient
You acknowledge and agree that Transient owns all legal rights, title, and interest in and to all aspects of the Site, Smart Contracts, and other parts of the Services. The graphics, design, systems, images, logos, icons, information, articles, icons, scripts, templates, code, software, Smart Contracts, services, “look and feel,” organization, compilation of content on the Services, data, and all other elements or other intellectual property comprising Services, including all copyrightable content, patentable subject matter, trademarks, and service marks (collectively, “Transient’s Materials”) are Transient’s sole property. Transient Materials may not be copied, imitated, reproduced, used, or used in whole or in part, without our prior written permission in each instance. Your use of the Services does not grant you ownership of Transient’s Materials. To the extent that we suggest that you “own” any of our Smart Contracts, your ownership interest is a limited property interest in the actual instances of the Smart Contracts actually deployed by your digital wallet in connection with your use of our Services, and not an intellectual property interest or assignment in the underlying code. Any use of Transient’s Materials other than as specifically authorized herein is strictly prohibited. We reserve all rights in and to all aspects of Transient’s Materials not expressly granted to you in the Terms.
XIV. We Are Giving You a Limited License to the Services and Content
Your access and use of the Services may be interrupted from time to time for any of reason, including, without limitation, the malfunction of equipment, periodic updating, maintenance, or repair of the Services, Transient’s enforcement of these Terms, or other actions that Transient may make in its sole discretion. You agree that Transient will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services. Your access to the Service does not grant you any right, privilege, or entitlement and your continued access to the Service is not guaranteed. Transient reserves the right to impose additional terms and conditions on your ability to access the Services, including by charging you to access the Services. We reserve the right to restrict your access to the Site without notice based on your location, status as a Prohibited Person (as defined below), or otherwise for any suspected violation of these Terms.
XV. You Must Obey the Law
You represent and warrant that you will use our Services only for purposes that are legal, proper, in accordance with these Terms, and in strict compliance with all applicable laws (e.g., local, state, federal and the laws of other jurisdictions). Without limitation, you represent and warrant that you will not directly or indirectly through or in connection with our Services: (i) send, mint, publish, upload, distribute or disseminate any unlawful, infringing, defamatory, harassing, abusive, fraudulent, obscene, pornographic, or otherwise objectionable content; (ii) undertake any unlawful activity which would violate, or assist in violation of, any law, statute, ordinance, or regulation, sanctions program administered in any relevant country, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), or which would involve proceeds of any unlawful activity; (iii) distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or any other items of a destructive or deceptive nature; (iv) impersonate Transient or another person or use deceptive means to obtain access to a third party’s digital wallet; (v) defraud Transient, other Users, or any other person or provide false, inaccurate, or misleading information about our Smart Contract, Services or you NFTs; (vi) violate the intellectual property rights, property rights, privacy rights, or other legal rights of others; (vii) engage in, promote, solicit, or otherwise encourage illegal activity (including, without limitation, terrorism, tax evasion, theft, or money laundering); (viii) interfere with another users access to or enjoyment of the Services; (ix) defame, abuse, extort, stalk, threaten or otherwise harass other Users; (x) incite, threaten, facilitate, promote, or encourage hate, racial intolerance or violent acts against others; (xi) harvest or collect personal information about other Users without their consent; (xii)create user accounts or interact with the Services by automated means or under false or fraudulent pretenses; (xiii) exploit the Services for any unauthorized commercial purpose; (xiv) modify, adapt, translate, or reverse engineer any portion of the Services; (xv) remove any copyright, trademark or other proprietary rights notices contained in or on the Services; (xvi) use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Services or the content posted on the Site(s), or to collect information about its users for any unauthorized purpose (xvii)engage in any attack, hack, Sybil attack, DoS attack, distributed denial-of-service of attack, “griefing attacks,” interference, or any other type of exploit or unfair misuse of the Smart Contracts; (xviii) bypass or ignore instructions that control access to the Service, including attempting to circumvent any rate limiting systems by using multiple API keys, directing traffic through multiple IP addresses, or otherwise obfuscating the source of traffic you send to Transient.
XVI. Other Forms of Prohibited Activity
The Services relate to technologies such as NFTs, Smart Contracts, cryptocurrencies, and other technologies that present unique legal and security risks to you and others. Accordingly, you further agree that you will not:
- Use or attempt to use another’s digital wallet without authorization from such user;
- Pose as another person or entity, or use a wallet to engage in a transaction that is owned or controlled, in whole or in part, by any other person;
- Access the Service from a different blockchain address if we’ve blocked any of your other blockchain addresses from accessing the Service, unless you have our written permission first;
- Distribute spam, including through sending unwanted NFTs to others;
- Use our Service for commercial purposes inconsistent with these Terms or any other instructions;
- Engage in behaviors that have the intention or the effect of artificially influencing the apparent value of an NFT minted by our Smart Contracts;
- Use the Service or Smart Contract to carry out any financial activities subject to registration or licensing, including but not limited to creating, offering, selling, or buying securities, commodities, options, or debt instruments;
- Use the Service to create, sell, or buy NFTs or other items that give owners rights to participate in an ICO or any securities offering, or that are redeemable for securities, commodities, or other financial instruments;
- Offer rights or make promises associated with NFTs minted through our services that could constitute securities, illegal offers, lotteries, gambling, or that require formal registration with any applicable government body;
- Transfer, sell, or offer NFTs minted through our services as a “substitute for value”
- Engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity with respect to NFTs minted through the Services;
- Create, mint, or display illegal content, such as content that may pornographic or involve child sexual exploitation;
- Use the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Service.
XVII. Prohibited Persons
You represent and warrant that: (i) you are not located in, ordinarily reside in, or organized under the laws of any jurisdiction that is subject to a comprehensive U.S. Government embargo ("Embargoed Jurisdiction");(ii) you and your digital wallet are not subject to any sanctions administered by an agency of the U.S. Government, any other government, or the United Nations (collectively, “Sanctions”); (iii) you are not owned or controlled, directly or indirectly, by any person that is subject to Sanctions, or that is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction; (iv) you, your digital wallet, any transfers or transferor of assets to or from your digital wallet or Smart Contracts, and none of your officers, managers, directors, shareholders or authorized representatives is subject to Sanctions, listed on OFAC’s Specially Designated Nationals and Blocked Persons List, or are located in, ordinarily reside in, or are organized under the laws of, any Embargoed Jurisdiction, or is owned or controlled, directly or indirectly, by any person that is subject to Sanctions or that is located in, ordinarily resident in, or organized under the laws of, any Embargoed Jurisdiction (collectively, “Prohibited Persons”); (v) you have not received assets (i.e., NFTs, ETH, USDC, etc.) directly or indirectly from any Prohibited Persons, digital wallets, or smart contracts identified by the U.S. Government as existing for the primary purpose of facilitating illegal activity. You further covenant that the foregoing shall be true during the entire period of this agreement. If you access or use the Service outside the United States, you are solely responsible for ensuring that your access and use of the Service in such country, territory or jurisdiction does not violate these Terms any applicable laws.
Transient may require you to provide additional information and documents in certain circumstances, such as at the request of any government authority, as any applicable law or regulation dictates, or to investigate a potential violation of the law or these Terms. In such cases, Transient, in its sole discretion, may disable your Account and block your ability to access the Service until such additional information and documents are processed by Transient.
XVIII. Third-Party Services
The Services may include hyperlinks, options, offers, and tools to access, purchase, or interact with or opt-in to other third-party websites, resources, smart contracts, products, materials, applications, or information (collectively, “Third-Party Services”). We provide links to or functionality with respect to these Third-Party Services only as a convenience to you. We do not necessarily review, approve, monitor, endorse, warrant, or make any representations or promises with respect to the Third-Party Services. You use all Third-Party Services at your own risk. When you click on a link to, or access and use, a Third-Party Services, you are subject to the terms and conditions (including privacy policies) of the applicable Third-Party Service provider. When you interact with a third-party smart contract you are subject to the terms and conditions of the applicable third party and assume the risk of any conceivable outcome of all of the third party smart contract’s functions or operations.
We may have relationships that facilitate the availability of your NFTs on Third-Party marketplaces. We may ask you to reaffirm your membership within the Third-Party ecosystem, affiliation with the Third-Party, or agreement to the Third-Party terms to the extent we anticipate that your NFT will be available on such Third Party marketplaces. You agree to never use our Smart Contracts in any manner that would cause your or our violation of a Third Party’s terms. We are not responsible or liable for your violations of Third Party platform terms or conditions, even if your use of our Smart Contracts or Services causes such violations. We are not responsible for the availability of any Third-Party Services and are not liable for any loss or damage which may be incurred as a result of the unavailability or malfunction of the Third-Party Services, or as a result of any reliance placed by you on the continued completeness, accuracy, functionality, availability, or existence of any Third-Party Services.
XIX. Transient May Use and Share All User Feedback
You may choose to submit comments, bug reports, ideas, or other feedback about the Services, including without limitation about how to improve the Services (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback at our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether on a non-confidential basis, or otherwise).You hereby grant us a perpetual, irrevocable, non-exclusive, royalty free, worldwide license to incorporate and use your Feedback for any purpose.
XX. Your Promises Relating to the Sale of NFTs Minted by Our Smart Contracts
Our Smart Contracts only fulfill the functions and operations enabled by the literal code deployed to the Ethereum blockchain and are not programmed to facilitate or settle any additional promises that you make in relation to the Smart Contracts or NFTs minted therefrom. You may promise or make available additional services, goods, digital assets, or utility, or impose additional terms or restrictions in relation to the initial sale of NFTs minted through one of our Smart Contracts, but only to the extent consistent with this Agreement, consistent with the literal functionality of our relevant Smart Contracts, compliant with applicable laws, and communicated appropriately to all buyers (preferably by communicating such additional terms in the user-generated NFT metadata). Transient Labs assumes no liabilities, responsibilities or obligations with respect your independent promises. You are solely responsible for fulfilling any promises you communicate and are personally liable for all contractual obligations, duties, disputes, breaches of warranty or title claims, misrepresentation claims, or violations of law associated any promises you make to other Users or buyers in connection with your use of the Services. Transient reserves the right to remove or restrict your access to the Services, or remove your Content from the Services, if it receives notice or suspects that you have or will fail to fulfill any additional promises with respect to the sale of your minted NFT(s).
If you have a dispute or settlement with one or more users or purchasers of your NFTs that were minted through the Site or Services, you must release us from claims, demands, and damages of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
Transactions involving smart contracts and NFTs deployed or issued by You may be subject to commissions, fees, auction fees, buyers premiums, royalties and other charges that may be automatically collected and settled by and through the relevant Smart Contract, whether or not the transaction is initiated through the Site or a third party site. These fees may be collected from the NFT creator and the purchaser of an NFT, as the case may be. In all cases, such fees will be publicly available either through our Site or the Smart Contract code as deployed to the Ethereum blockchain (including Layer 2 chains). By interacting with one of our Smart Contracts, including one of our Smart Contracts deployed by a third-party User, You expressly consent to any and all fees, commissions, or premiums functionally enabled by the publicly available Smart Contract code. Transient will not be liable to you for any claim of damages arising out of or related any smart contract-enforced fee.
The Site enables you to configure your deployed Smart Contracts with royalty data compliant with the ERC-2981: NFT Royalty Standard. You are solely responsible for ensuring the accuracy of all inputted royalty data, including the royalty recipients and percentages allotted to each recipient. Transient has no ability to enforce or modify royalty data. You acknowledge and agree that royalties are never owed or paid by Transient, but are only paid by buyers using independent, participating marketplaces that facilitate the resale your minted NFTs. You are not guaranteed royalties for any secondary sales of your work. You may also elect to configure your Smart Contracts with royalty “blocklist” instructions that functionally prevent your NFTs from being sold on certain marketplace that do not traditionally participate in royalty payments. You understand that such “blocklist” instructions will necessarily affect the transferability of your NFTs and may result in lost sale opportunities. In certain circumstances, you may change the royalty information, data, or rules associated with Smart Contracts deployed by and owned by you without any participation or involvement of Transient. You hereby release Transient and expressly waive any entitlement to royalties, commissions, or fees paid to another or not received by you by operation or omission of the Services, the Smart Contracts, or due to the compromised security of your digital wallet.
You hereby agree not to re-configure after the initial mint the royalty information or rules associated with your deployed Smart Contract without providing notice to: (i) the Company; and (ii)the current and future Collectors of each of your re-configured NFTs.
XXII. You Must Only Upload and Mint Only Original, Authorized, andNon-Infringing Content
By minting an NFT through the Services or by using our Smart Contracts, you expressly represent and warrant that: (i) the associated Content (which includes all downloadable media content, images, video, audio, metadata content or information, descriptions, tags, attributes, logos, trademarks, likenesses, and all other elements submitted by you) associated with the minted NFT is an original work of authorship and not infringing on any intellectual property rights of any third-party; (ii) that your decision to mint, sell, and transfer the Content as an NFT does not violate the contractual rights or expectations of any collaborator or any other third party; and (iii) that you have exclusive right and title to all proceeds, royalties, or revenues received to the your digital wallet as a result of sales or use of the NFT, or otherwise will distribute such proceeds, royalties, or revenues to the third parties with rights against them. To the extent your minted Content contains any unoriginal material not owned or originally developed exclusively by you, including without limitation music, visual content, brand names, logos, third party trademarks, likenesses, material contributed by collaborators, content generated by algorithms or artificial intelligence (collectively, “Third Party Content”) you further represents and warrant that they have the necessary licenses or permission to mint and sell such Third Party content as an NFT.
If you believe that content available on the Site is infringing your intellectual property rights, please contact us at firstname.lastname@example.org.
XXIII. You Grant a Limited License to Transient By Using Our Smart Contracts
You hereby acknowledge, understand, and agree that minting an NFT using the Smart Contracts, whether or not through the Site, constitutes an express and affirmative grant to Transient, its affiliates, and successors a non-exclusive, world-wide, assignable, sublicensable, perpetual, and royalty-free license to make copies of, display, perform, reproduce, download, upload, and distribute your Content associated with the NFT on any media whether now known or later discovered for the general purpose of operating, promoting, sharing, developing, marketing, advertising over Services or your minted NFTs, or any other lawful purpose related the promotion of our Services, including without limitation, the express right to: (i) display or perform your Content on the Services, a third-party platform, social media posts, blogs editorials, advertising, market report, documentaries, virtual galleries, private galleries, museums, virtual environments, editorials, or to the public; (ii) indexing and storing your Content in electronic databases, indexes, catalogues, or the Smart Contracts; and (iii) hosting, storing, distributing, uploading, and reproducing one or more copies of your Content within a distributed file keeping system, node cluster, or other database (e.g., IPFS or Arweave) or causing, directing, incentivizing, or soliciting others to do so.
XXIV. Your Access to Beta Services
Transient may invite you to use and experiment with Beta Services. The Beta Services may be a separate, stand-alone service, accessible apart from the publicly available Services (as defined in the Terms of Service), but these Terms shall govern in the absence of any other Terms associated with such Beta Services. We reserve the absolute right to terminate your access to the Beta Services in our sole direction. You understand and acknowledge that the Beta Services are made available on an “As Is” or “As Available” basis. The Beta Services may contain bugs, errors, and other problems. You assume all risks and all costs associated with your use of the beta services. We assume no obligation to provide any maintenance, technical, or other support for the Beta Services. Transient has unilateral, sole, and unlimited authority to invite users to use the Beta Services. You may not use the Beta services if Transient did not intend for you to have access to the Beta services.
XXV. No Legal or Professional Advice
The information on this Site and any information provided in connection with the Services are provided for information only and do not constitute, and should not be construed as, professional advice or a recommendation or solicitation to purchase, sell, trade or otherwise transact in any digital asset or NFT. The information on this Site and any information provided in connection with the Services are provided solely on the basis that you will make your own transaction decisions. Transient does not take account of any user’s financial or other objectives, particular needs, or financial situation. In addition, nothing on this Site or any information provided in connection with the Services is intended to constitute financial, legal, accounting or tax advice. Any decision that you make should be based on an independent assessment of your risks in consultation with your professional adviser(s). There are potential legal and economic risks associated with purchasing, minting, selling, and holding digital assets.
THESE TERMS DO NOT REPRESENT A COMPLETE STATEMENT OF RISK FACTORS ASSOCIATED WITH NFTs OR OTHER DIGITAL ASSETS THAT MAYBE VIEWED ON, MADE AVAILABLE TO YOU BY OTHERS USING THE SERVICES, OR THAT MAYBE FEATURED OR DISCUSSED IN CONNECTION WITH THE SERVICES. YOU SHOULD CONSIDER THESE RISK WARNINGS CAREFULLY AND TAKE APPROPRIATE ADVICE BEFORE TAKING ANY DECISION TO PURCHASE, SELL, TRADE OR OTHERWISE TRANSACT IN A NFT OR DIGITAL ASSET.
You agree to defend, indemnify and hold harmless Transient, its officers, directors, employees, agents, successors, assigns, suppliers, vendors, and affiliates (the “Transient Parties”) from and against any and all claims, demands, causes of action, liabilities, losses, damages, judgments, costs, fees, expenses (including without limitation, attorneys’ fees and settlement costs), and losses, of any kind or nature, whether or not rightfully asserted, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity,(collectively, “Claims”), arising out of or in any way related to: (a) the actual or alleged breach of these Terms by you or anyone using your account or digital wallet; (b) the actual or alleged misuse or illegal use of the Site, Services, or Smart Contracts, by you or anyone using your digital wallet or Account or acting in concert with you; (c) the actual or alleged misuse, or illegal use, or breach of security, by anyone of your Account or digital wallet;(d) the creation, promotion, publication, advertising, marketing, sale, or distribution of the NFTs that you mint or any Content that you contribute to or associate with the Services, including, without limitation, Claims involving the actual or alleged infringement of any third party intellectual property;(e) your violation of the rights of or obligations to a third party, including other Users; (f) your negligence or willful misconduct; and (g) the alleged or actual failure by Transient to act or fail to act in any way with regard to the Services, Services, Smart Contracts, or your Account, unless Transient intended the acts and resulting injury. You agree that Transient may elect to take control of the defense or settlement of any and all Claims. You agree to promptly notify Transient of any and all Claims and to cooperate with Transient in defending or resolving any and all Claims. This Indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Transient.
These disclaimers are provided in addition to other disclaimers expressly made or implied in these Terms. Your access to and use of the Site and Services is at your own risk. You understand and agree that the Services are provided on an “as is” and “as available” basis and Transient expressly disclaims warranties or conditions of any kind, either express or implied. Transient (and the Transient Parties) makes no warranties or representations and disclaim all responsibility as to whether the service: (a) will meet your requirements; (b) will be available on an uninterrupted, timely, secure, or error-free basis; (c) will be accurate, reliable, complete, legal, or safe; (d) will be used by other Users in any manner that causes harm to you. Transient disclaims all other warranties or conditions, express or implied, including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement. Transient will not be liable for any loss of any kind from any action taken or taken in reliance on material or information, contained on the service. While Transient attempts to make your access to and use of the service safe, Transient cannot and does not represent or warrant that the service, content, Smart Contract, content linked to or associated with any NFTs, or any NFTs that you interact with using our service or our service providers’ servers are free of viruses, errors, liabilities, vulnerabilities or other potentially harmful defects. We cannot guarantee the security of any data that you disclose online. No advice or information, whether oral or obtained from Transient parties or through the service, will create any warranty or representation not expressly made herein. You accept the inherent security risks of providing information and dealing online over the internet, using your digital wallet, and will not hold Transient responsible for any breach of security.
We will not be responsible or liable to you for any loss and take no responsibility for any use, storage, decay, failure, transfer, modification, Smart Contract failure, user interface failure, or interruption of any NFTs or Content linked to or associated with NFTs, including but not limited to any losses, damages, or claims arising from: (a) user error, incorrectly constructed transactions, or mistyped addresses; (b) server failure or data loss; (c) unauthorized access or use; (d) any unauthorized third-party activities, including without limitation the use of viruses, phishing, brute-forcing or other means of attack against the Services or your Smart Contracts; or (e) any failure, interruption, or exploit of the Ethereum blockchain or any smart contract.
Some jurisdictions do not allow the exclusion of certain warranties and limitations of liability provided in this Section. If you are in such a jurisdiction, some of the limitations and disclaimers provided throughout these Terms may not apply to you. To the extent we may not, as a matter of applicable law, disclaim any implied warranty or limit our liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted by such applicable law.
XXVIII. Acknowledgements; Assumption of the Risk
You assume all risks concerning the Service, interactions with Smart Contracts and digital assets, and the potential inaccuracies or errors of information or functionality provided in connection with the Service. Without limitation, you accept and acknowledge any and all risks stated or implied in these Terms, including:
- The technology utilized in delivering the Services and Services depends on experimental, public peer-to--peer-networks such as the Ethereum blockchain that are not under the control or influence of Transient and are subject to many known (and unknown) risks and uncertainties.
- The Smart Contracts may not function as intended and may cause a permanent loss of your funds, or other potentially harmful consequences
- You acknowledge and agree that the costs and speeds of transacting on Ethereum are variable and may increase or decrease dramatically at any time, resulting in prolonged inability to access or use ETH or other cryptocurrency, NFT(s), or other digital assets associated with the Service.
- Your access and use of the Services may be interrupted from time to time for any reason.
- Advances in code cracking, or technical advances such as the development of quantum computers, may present significant risks to the Ethereum blockchain, the Services, Smart Contracts, NFTs, and other digital assets, including the theft, loss or inaccessibility thereof.
- The regulatory regime governing blockchain technologies, non-fungible tokens, cryptocurrency, and other crypto-based items is uncertain, and new regulations or policies may materially adversely affect the development of the Services and the utility or value of NFTs.
- You are solely responsible for determining what, if any, taxes apply to your transactions and to withhold, collect, report, and remit the correct amounts of taxes to the appropriate tax authorities. Transient is not responsible for determining, withholding, collecting, reporting, or remitting the taxes that apply to your assets or NFTs.
- We do not control the public blockchains that you are interacting with and we do not control certain smart contracts and protocols that may be integral to your ability to complete transactions on these public blockchains. Additionally, blockchain transactions are irreversible and Transient has no ability to reverse any transactions on the blockchain.
- There are risks associated with using and blockchain based services, including, but not limited to, the risk associated with hardware, software, and Internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to your third-party wallet or Account. You accept and acknowledge that Transient will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Service or the Ethereum network, however caused.
- Our Terms and pricing, and Terms and pricing of third-party services provider and/or vendors, may change and may result in a change to the Services
- The media Content associated with your NFTs may be restricted and permanently unavailable. You agree to keep a local download your Content associated with your NFTs.
XXIX. Limitation of Liability
To the fullest extent permitted by law, you agree that in no event will Transient or its service providers be liable to you or any third party for any reasons, including but not limited to: (a) any loss sustained by You resulting from a hack, bug, or Smart Contract error or exploit, locked assets, or any indirect, consequential, exemplary, incidental, special, or punitive damages arising from these Terms, products or third-party Services and products, or for any damages related to loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, or loss of data, loss of assets, and whether caused by strict liability or tort (including negligence), breach of contract, or otherwise, even if foreseeable and even if Transient or its service providers have been advised of the possibility of such damages; or (b) for any other claim, demand, or damages whatsoever resulting from or arising out of or in connection with these Terms of the delivery, use, or performance of the Service. Access to, and use of, the Service, products or third-party sites, and products are at your own discretion and risk, and you will be solely responsible for any damage or loss to your computer system, NFTs, digital assets, or mobile device.
Notwithstanding anything to the contrary contained herein, in no event shall the maximum aggregate liability of Transient arising out of or in any way related to these terms, the access to and use of the Service, content, NFTs, or any of Transient’s products or services exceed the greater of (a) $100 or (b) the amount directly received by Transient for its service directly relating to the assets that are the subject of the claim. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. Some jurisdictions also limit disclaimers or limitations of liability for personal injury from consumer products, so this limitation may not apply to personal injury claims.
XXX. Arbitration Agreement & Waiver of Certain Rights, Including Class Actions
Please read this section carefully because it limits certain rights, including the right to maintain a court action, the right to a jury trial, the right to participate in any form of class or representative claim, the right to engage in discovery except as provided in AAA (American Arbitration Association) rules, and the right to certain remedies and forms of relief. Other rights that you or Transient would have in court also may not be available in arbitration. This section does not govern disputes between users or between users and third parties. Transient does not provide dispute resolution services for such disagreements and the parties must resolve those disputes directly.
- You and Transient Agree to Binding Arbitration and To Waive a Jury Trial
You and Transient agree to resolve any disputes between us through binding and final arbitration, other than claims that qualify to be brought in small claims court. You waive your right to any jury trial of any claim against Transient and its officers, directors, employees, agents, successors, assigns, affiliates, shareholders, parents, subsidiaries, agents and licensors. Transient waives its right to any jury trial of any claim against you.
Any and all disputes, controversies, claims and counterclaims, arising between You and Transient of any type or nature whatsoever, including but not limited to those relating to these Terms of Service, our Services, an NFT, your Smart Contracts, or any transaction conducted through the Services, other than those that qualify to be brought in small claims court, (“Disputes”) must be submitted for binding arbitration under the Rules of the American Arbitration Association (“AAA Rules”). But first, You and Transient both agree to engage in good-faith efforts to resolve disputes prior to either party initiating an arbitration, small claims court proceeding, or equitable relief for intellectual property infringement. The arbitration will be heard and determined by a single arbitrator, who may decide whether a dispute is subject to arbitration, and whose decision on all issues will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. You and Transient agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration orby applicable disclosure rules and regulations of securities, regulatory authorities, or other governmental agencies.
This arbitration agreement does not preclude You or Transient from seeking action by federal, state, or local government agencies consistent with these Terms. Specifically, the right of You and Transient may bring qualifying claims in small claims court. In addition, You or Transient may ask any court of competent jurisdiction to compel arbitration of any dispute, other than one that qualifies to be filed in small claims court, or to enforce the arbitrator’s award. Other than small claims actions and actions to compel arbitration or enforce the arbitrator’s award, Transient and You must arbitrate all Disputes.
- Arbitration Costs
If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Transient will pay as much of the administrative costs and arbitrator fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.
- Class Action Waiver
You may not act as a class representative nor participate as a class member of any class claimants with respect to any claim. Claims may not be arbitrated on a class, collective, or representative basis. You may only bring individual claims, and the arbitrator may only decide individual claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.
XXXI. Governing Law and Venue
These Terms and your access to and use of the Service shall be governed by and construed and enforced in accordance with the laws of the Delaware (without regard to conflict of law rules or principles of Delaware, or any other jurisdiction that would cause the application of the laws of any other jurisdiction). Any dispute between the parties that is not subject to arbitration as set forth herein or cannot be heard in small claims court, shall be resolved in the state or federal courts of Delaware.
If you breach any of the provisions of these Terms, all licenses and privileges granted by Transient will terminate automatically. Additionally, notwithstanding anything contained in these Terms, we reserve the right, with or without notice and in our sole discretion, to suspend, disable, terminate, or delete your Account and/or your ability to access or use the Service (or any part of the foregoing) at any time and for any or no reason, and you acknowledge and agree that we shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to us.
If any term, clause, or provision of these Terms is held invalid or unenforceable, then that term, clause, or provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that term, clause, or provision, or any other term, clause, or provision of these Terms.
XXXIV. Injunctive Relief
You agree that a breach of these Terms will cause irreparable injury to Transient for which monetary damages would not be an adequate remedy and Transient shall be entitled to equitable relief in addition to any remedies it may have hereunder or at law without a bond, other security, or proof of damages.
XXXV. California Residents
Under California Civil Code Section 1789.3, Users of the Services from California are entitled to the following specific consumer rights notice: If you are a California resident, in accordance with Cal. Civ. Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112Sacramento, CA 95834, or by telephone at (800) 952-5210.
If you have a complaint, please contact us at Transient Labs LLC, 1070 Milo Circle Unit B Lafayette, CO80026 or at email@example.com.
XXXVI. Export Laws
You agree that you will not export or re-export, directly or indirectly, the Service, and/or other information or materials provided by Transient hereunder, to any country for which the United States or any other relevant jurisdiction requires any export license or other governmental approval at the time of export without first obtaining such license or approval. In particular, but without limitation, the Service may not be exported or re-exported (a) into any U.S. embargoed countries or any country that has been designated by the U.S. Government as a “terrorist supporting” country, or (b) to anyone listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Service, you represent and warrant that you are not located in any such country or on any such list. You are responsible for and hereby agree to comply at your sole expense with all applicable United States export laws and regulations.
All sections which by their nature should survive the termination of these Terms shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by Transient or you. Termination will not limit any of Transient’s other rights or remedies at law or in equity.
These Terms constitute the entire agreement between you and Transient relating to your access to and use of the Service. Transient’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for reference only and shall not be read to have any legal effect.
We reserve the right to assign our rights without restriction, including without limitation to any Transient Party, or to any successor in interest of any business associated with Transient. In the event that Transient is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control. You may not assign any rights and/or licenses granted under this Agreement. Any attempted transfer or assignment by you in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
The Service is operated by us in the United States. Those who choose to access the Service from locations outside the United States do so at their own initiative and are responsible for compliance with applicable local laws. Transient reserves the restrict to restrict or prevent your access to the Services based on your location. You and Transient agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of these Terms.
Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.
If you have any questions about these Terms please contact firstname.lastname@example.org.