These Terms & Conditions (the “Terms”) govern the relationship between [Chainlift] (hereinafter, “COMPANY,” “us,” or “we”) and you regarding your use of the www.chainlift.io (website) designed for facilitating use of or offering of the COMPANY’S [design and creative] services (collectively the “Service”). The Service is owned and operated by COMPANY.
Use of the Service is also governed by COMPANY’S Privacy Policy, the current version of which can be found at [www.chainlift.io/privacy-policy] (the “Privacy Policy”), which is incorporated herein by reference.
IMPORTANT – PLEASE READ CAREFULLY – THESE TERMS CREATE A LEGALLY BINDING AGREEMENT WHICH GOVERNS YOUR USE OF THE SERVICE. BY CREATING AN ACCOUNT (AS DEFINED BELOW) OR BY ACCESSING OR USING THE SERVICE, YOU ACCEPT AND AGREE TO BE BOUND, WITHOUT LIMITATION OR QUALIFICATION, BY THESE TERMS. IF YOU DO NOT ACCEPT ANY OF THESE TERMS, YOU ARE PROHIBITED FROM USING THE SERVICE.
If you are using the Service on behalf of another person or entity (the “Principal User”), then you personally represent and warrant to us that the Principal User has authorized you to act on the Principal User’s behalf and to obligate the Principal User to be bound by these Terms and you hereby agree to these Terms in the name of and on behalf of the Principal User. Except in the prior sentence, as used in these Terms (and the Privacy Policy and any other policies), “you” refers to the Principal User on behalf of whom the Service is used.
Subject to your agreement and continuing compliance with these Terms and any other relevant COMPANY policies, COMPANY grants you a non-exclusive, non-transferable, revocable limited right and license to access and use the Service. As used in these Terms, “Other User” means another licensee or user of the Service; “All Users” means you and all Other Users.
If a User is an individual, a User may only use the Service if such User is at least 18 years of age. If you are under the age of 18, you represent that you have received permission from a parent or guardian to enter into these Terms.
You must register for an account through the Service (an “Account”). You may only register for one Account. An “Account Holder” means the person or entity in whose name an Account is registered. A “Third Party Account” means an Account not registered by you.
The following restrictions apply to the use of the Service:
Information Provided When Setting Up Account.
When creating or updating an Account for the Service, you are required to provide COMPANY with certain personal information for yourself or for the individual acting on your behalf if you are a User who is not an individual, which may include (but is not limited to) personal information such as name, and email address, and, in some cases, payment information or employer identification numbers (collectively, “Account Information”). Account Information will be held and used in accordance with the Privacy Policy. You agree that you will supply accurate and complete Account Information to COMPANY, and that you will update such information when and as it changes.
Login Information.
During the Account creation process, you will be required to select a username and password (“Login Information”). The following rules govern the security of your Login Information:
Any use of the Service in violation of these Terms is strictly prohibited, can result in the immediate revocation of your limited license granted by Section 1, and may subject you to liability for violations of law.
You acknowledge that COMPANY has in place policies, that supplement or in addition to these Terms, regarding use of the Service available at www.chainlift.io and that you agree to abide by such policies and that such policies are in addition to any obligations you have under these Terms.
You agree that you will not, under any circumstances use your Account or otherwise to do or assist in any of the following activities:
FAILURE TO COMPLY.
WITHOUT LIMITING ANY OTHER REMEDIES, WE MAY, WITH OR WITHOUT NOTICE TO YOU, LIMIT, SUSPEND, TERMINATE, MODIFY OR DELETE YOUR ACCOUNT OR YOUR ACCESS TO THE SERVICE OR PORTIONS THEREOF IF, IN OUR SOLE DISCRETION, YOU FAIL TO COMPLY WITH ANY OF THESE TERMS, YOUR RIGHTS TO RECEIVE SERVICE ARE EXPIRED OR BECOME TERMINATED OR YOUR ACCOUNT IS USED FOR ACTUAL OR SUSPECTED ILLEGAL ACTIVITY OR IMPROPER USE OF THE SERVICE. COMPANY SHALL BE UNDER NO OBLIGATION TO COMPENSATE YOU FOR ANY LOSSES OR ADVERSE RESULTS THAT ARE DUE TO THE SUSPENSION, TERMINATION, MODIFICATION, OR DELETION OF YOUR OR ANY ACCOUNT.
IP INFRINGEMENT.
Right to Cease Service.
COMPANY reserves the right to stop offering the Service or part of the Service at any time if COMPANY believes that the continued offering of the Service or part of the Service will or may cause harm to COMPANY or you or may result in any violation of applicable law by either COMPANY or you. If COMPANY elects to stop offering and/or support the Service or part of the Service, the license granted hereunder to you to use the Service or a part thereof will automatically terminate. Your rights to use the Service exist only so long as you are a client of COMPANY and upon ceasing to be a client of COMPANY, we may terminate your Account or your rights to use Service.
Termination of Account.
Termination of your Account can include disabling your access to the Service or any part thereof. You agree that if your Account is terminated, COMPANY will not be obligated to preserve, provide you access to, or provide copies of any content submitted to the Service relating to your Account, whether by you or an Other User.
Cancellation of Account.
You may cancel your Account at any time by sending an email to _____________ and including the words “Cancel Account” in the subject line.
Intellectual Property Ownership in the Service and Certain Materials Used to Provide the Service.
For purposes of the Terms:
Nothing in these Terms assigns or transfers any ownership rights in Client Materials, including all Intellectual Property Rights therein. You grant to COMPANY a non-exclusive, worldwide, right to use, modify, distribute and display all Client Materials to the extent necessary to provide the Service to you. All other rights in and to the Client Materials are expressly reserved by you.
COMPANY and, if applicable, its licensors are, and shall remain, the sole and exclusive owners of all right, title and interest in and to the COMPANY Development Materials, including all Intellectual Property Rights therein and thereto. Subject to your compliance with these Terms and receipt by COMPANY of payment in full of all fees due to COMPANY, COMPANY hereby grants you a limited, non-exclusive, perpetual, fully paid-up, royalty-free, non-transferable, worldwide license to display and distribute the COMPANY Development Materials that are incorporated in Deliverables to the extent necessary for the use, performance or display of the Deliverables solely for your business purposes (both internal and external). All other rights in and to the COMPANY Development Materials are expressly reserved by COMPANY and/or its licensors.
If you upload, email, link (directly or indirectly) or otherwise refer COMPANY to any Client Materials, you unconditionally guarantee, represent and warrant that you have all appropriate and necessary rights and authority to grant to COMPANY all of the rights you have granted to COMPANY with regard to Client Materials. You represent and warrant that COMPANY may exercise the rights granted in Client Materials and may develop the Deliverables and provide the Service using Client Materials without COMPANY infringing any intellectual property rights.
By transmitting or submitting any Client Materials while using the Service, you affirm, represent and warrant that such transmission or submission (a) is accurate; (b) is not in violation of any applicable law, contractual restrictions or other third party rights, and that you have permission from any third party whose personal information or intellectual property is comprised in the Client Materials; (c) will not result in any infringement of the intellectual property rights of any third party or violate or misappropriate any rights of publicity or privacy for any third party; and (d) is free of viruses, adware, spyware, worms or other malicious code. You further represent and warrant that you have all rights necessary to transmit Client Materials to COMPANY and to grant the rights in Client Materials granted to COMPANY under these Terms.
If COMPANY reasonably believes that inclusion of Client Materials within Deliverables would cause COMPANY or you to infringe the intellectual property rights of anyone, COMPANY may deliver Deliverables without including or using Client Materials and/or may request that you provide alternative Client Materials.
You are solely responsible for any actions taken through your Account by your employees, advisors or agents who you allow to use and access your Account. You acknowledge that COMPANY has various policies in place regarding use of the Service that are intended to promote a respectful environment for all Users such as but not necessarily limited to policies regarding content submitted, interactions with Other Users, respect for intellectual property rights and billings and refunds (“User Policies”). Current copies of User Policies are available for review at www.chainlift.io/userpolicies and you agree to always abide by User Policies.
COMPANY will display price and payment terms for the Service and Deliverables you choose to receive from COMPANY and you must make all payments in accordance with such terms in order to use the Service and receive such Deliverables. Client Materials must be submitted in accordance with delivery instructions posted through the Service.
We may be required to provide you with certain notices and content in connection with your use of the Service. You agree that we may provide you with such notices and content by either emailing you such notices to the email address that we have on file for you or by providing you with a link to a website where such notices and content will be posted.
You acknowledge that your ability to log in or access Accounts or other information offered through the Service may require that you comply with security measures such as multi factor authentication. We may choose to delete information from your Account and take security measures to limit access to your Account or the Service as part of Company taking security measures.
You understand that the Service may feature advertisements from COMPANY or third parties. The Privacy Policy addresses our disclosure of information for third party advertising.
COMPANY may provide links on the Service to third party websites or vendors who may invite you to participate in a promotional offer in return for receiving a benefit. Any charges or obligations you incur in your dealings with these third parties are your responsibility. COMPANY makes no representation or warranty regarding any content, goods, or services provided by any third party even if linked from our Service, and we will not be liable for any claim relating to any third party content, goods, or services. The linked sites are not under the control of COMPANY and may collect data or solicit personal information from you. COMPANY is not responsible for their content, business practices or privacy policies, or for the collection, use or disclosure of any information those sites may collect. Further, the inclusion of any link does not imply endorsement by COMPANY of these linked sites.
It is COMPANY’S policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (the “DMCA”). For more information, please go to COMPANY’S “Copyright Page” to review our DMCA procedures. COMPANY reserves the right to terminate without notice any user’s access to the Service if that user is determined by COMPANY to be a “repeat infringer.” In addition, COMPANY accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials.
You understand that the Service undergoes frequent changes. COMPANY may require that you accept updates to the Service in order to continue using the Service. You acknowledge and agree that COMPANY may update the Service without notifying you.
COMPANY reserves the right, AtCOMPANY’S sole reasonable judgement, Company may refuse to accept any request to provide any particular Service or Deliverable or may terminate any Service or work on any Deliverable prior to completion at any time if COMPANY believes that providing such Service or Deliverable will cause COMPANY or you to violate any applicable law. You agree that COMPANY shall have no liability of any kind to you or to any third party arising from such refusal or termination.
Due to the nature of website design projects, the Deliverables prepared by COMPANY may have similarities to work product prepared by COMPANY for other parties.
You grant to COMPANY a perpetual and worldwide right to use and display any Deliverables as sample work for advertising and promotional purposes and for internal purposes and to make reproductions and distributions of Deliverables in conjunction with such advertising and promotional uses.
All delivery times are estimates only, and COMPANY is not responsible for any late Service project and/or impact to your business due to a late project and/or delivery of Deliverables.
You agree to defend, indemnify, save, and hold the COMPANY Parties harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Service, any violation by you of these Terms or any breach of the representations, warranties and covenants made by you herein. COMPANY reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify COMPANY and you agree to cooperate with COMPANY’ defense of these claims. COMPANY will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. You agree that the provisions in this paragraph will survive any termination of your Account or of the Service.
If any provision of these Terms or the Privacy Policy is found invalid, illegal, or unenforceable, in whole or in part, by any court of competent jurisdiction, such provision will, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity, illegality, or unenforceability without affecting the validity, legality, or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the Terms, which will continue to be in full force and effect.
COMPANY may assign any of its rights or delegate any of its obligations under these Terms, in whole or in part, to any person or entity at any time without your consent. You may not assign or delegate any rights or obligations under the Terms without the prior written consent of COMPANY; any purported assignment or delegation in violation of this Section 9.3 is void.
COMPANY may publish additional policies related to specific services such as forums, contests, loyalty programs and other features and services. You acknowledge that we may email such additional policies to you at the email address you have provided us for use in conjunction with the Service and that you will regularly check such email. Your use, if any, of such services is subject to such specific policies and these Terms.
These Terms, together with any supplemental policies, the Privacy Policy, and any other documents expressly incorporated by reference herein, contain the entire agreement between COMPANY and you with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations and warranties of the parties hereto relating to the subject matter hereof, whether electronic, oral or written, or whether established by custom, practice, policy or precedent.
The failure of COMPANY to require or enforce strict performance by you of any provision of these Terms or the Privacy Policy or failure to exercise any right under them shall not be construed as a waiver or relinquishment of COMPANY’S right to assert or rely upon any such provision or right in that or any other instance. The express waiver by COMPANY of any provision, condition or requirement of these Terms or the Privacy Policy shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement. Except as expressly and specifically set forth in these Terms, no representations, statements, consents, waivers or other acts or omissions by COMPANY shall be deemed a modification of these Terms nor legally binding, unless documented in physical writing, hand signed by you and a duly appointed officer of COMPANY.
We may notify you via postings on www.chainlift.io and via email or any other communications means through contact information you provide to us. All notices given by you or required from you under these Terms or the Privacy Policy shall be in writing and addressed to the address in this Section 10.7. Any notices that you provide without compliance with this Section 10.7 shall have no legal effect.
Chainlift
625 8th Street #219, San Francisco, CA 94103
Attn: Stephen Mack
You acknowledge that the rights granted and obligations made under these Terms to COMPANY are of a unique and irreplaceable nature, the loss of which shall irreparably harm COMPANY and which cannot be replaced by monetary damages alone, so that COMPANY shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety or proof of damages) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Service or any content or other material used or displayed through the Service.
COMPANY shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of COMPANY, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond COMPANY’ control, such as acts of God, war, terrorism, pandemic, infectious disease, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation facilities, fuel, energy, labor or materials.
The Terms and Privacy Policy shall be governed by the laws of the State of California notwithstanding its conflicts of law provisions.