General Terms of Service for Clients/Sellers (Crypto Projects)
Last Modified: 04 November 2024
PLEASE READ THESE GENERAL TERMS OF SERVICE CAREFULLY. BY CLICKING “I AGREE” BUTTON, OR BY ACCESSING OR USING OUR PLATFORM, YOU AGREE TO BE BOUND BY THESE GENERAL TERMS OF SERVICE AND ALL TERMS INCORPORATED BY REFERENCE.
These General Terms of Service (the “Terms of Service” or “Terms”) constitute a legally binding agreement between you, as a business (“you”, “your”, or (“Seller” or “Client” as the case may be)) and SeedHunter Inc., a company incorporated in the Republic of Panama, having its company registration number 155748785, and the registered office address at Ricardo Arias Street, Advanced Tower, Floor 1, Office C-D, Panama City, Panama, P.O. Box 0823-03548 (“us”, “we”, “our” or “SeedHunter”). These Terms govern your access to and use of the SeedHunter Website, available at www.seedhunter.com , including any of its subdomains (the “Website”) and any functionality provided via the Website (hereinafter collectively, the “Platform”) and any SeedHunter Services (as defined below).
By accessing or using the Platform or by clicking the button “I ACCEPT” or respective check box in connection with or relating to these Terms, you agree and acknowledge that you have read, accepted without modifications, understood and agreed to be bound by these Terms and all terms incorporated herein by reference, which form a legally binding agreement between you and us. If you do not accept or agree to these Terms, you may not access or use the Platform and must immediately discontinue any use thereof. By clicking the “I ACCEPT” button, the Authorized Representative (defined below) represents and warrants that they have the authority to enter into these Terms on behalf of the Client or the Seller (as applicable), and that by doing so, they are legally binding the Client or the Seller (as applicable) to these Terms.
Certain features of the SeedHunter Services or the Website may be subject to additional terms, policies or guidelines (collectively, the “Additional Terms”), which are or will be posted on the Website in connection with such features and may be amended or updated from time to time. These Additional Terms include, without limitation:
● Additional Terms for Clients
● Additional Terms for Sellers
Such Additional Terms are incorporated by reference into these Terms and are deemed part of these Terms. In the event of any conflict between the Additional Terms and these Terms, these Terms shall prevail.
Please read these Terms carefully as they affect your obligations and legal rights. Note that Sections 36 and 37 contain provisions governing the choice of law, arbitration terms, and class action waiver. Please read and review Sections 13, 17, 21, and 22, carefully before accepting these Terms as they provide for the limitation of liability, the fees we charge for the SeedHunter Services, your obligations to indemnify the SeedHunter Parties, and contain a disclaimer of warranties with regard to the Platform.
1. DEFINITIONS
1.1 In these Terms, unless the context requires otherwise, the terms shall have the following meaning:
“Acceptance Agreement Confirmation” shall have the meaning as defined in Clause 26.1.
“Associated Companies”means any person Controlling, Controlled by, or under the same Control with SeedHunter;
“Authorized Representative” means any directors, officers or employees who are authorized to act on behalf of the Client or the Seller, as the case may be.
“Campaign Fee” means a fee that needs to be paid by the Client to SeedHunter for the Marketing Campaign, payable in cryptocurrency, either USDT or USDC.
“Campaign Parameters” means the requirements for the Marketing Campaign, such as budget, campaign title, social media platforms on which the KOLs shall provide marketing services, content distribution plan, target audience, geographical scope, and duration submitted through the Platform.
“Client” refers to a legal entity and is defined in the beginning of these Terms, and to whom the KOLs shall provide the marketing services.
“Client’s Tokens”means the Digital Assets that have already been issued by the Client (and which are not offered for sale to the Purchaser under these Terms and the SAFT Agreement).
“Client’s Profile” or “Seller’s Profile” means a Profile (defined below) of the Seller or the Client (as applicable) that contains information about the Seller, its Project, and its Future Tokens or the Client, its Project, and the Client’s Tokens (as applicable), and any content, information, materials, and items of the Seller or the Client, as the case may be.
“Client’s Wallet Address” means the Client’s designated wallet address, which is provided by the Client within the Platform.
“Commission” shall have the meaning as defined in Clause 13.1.
“Communications”means any communications, agreements, documents, receipts, notices, and disclosures related to these Terms.
“Control” shall mean possession, directly or indirectly of at least fifty percent (50%) of the voting equity of another entity (or other comparable interest for an entity other than a corporation), or the power to direct or cause the direction of the management or policies of an entity whether through ownership of securities, by contract or otherwise.
“Digital Assets” means cryptographic digital tokens or cryptocurrencies that are based on blockchain and cryptography or other distributed ledger technologies (DLT).
“Digital Wallet” means a digital wallet that stores your Digital Assets and allows you to conduct transactions with them.
“Dispute” means any dispute, claim, suit, action, cause of action, demand, or proceeding arising out of or in connection with the Platform.
“Excluded Jurisdiction”means any of the following jurisdictions: Democratic People’s Republic of North Korea, Islamic Republic of Iran, Syrian Arab Republic, Myanmar, United States of America (including its territories: American Samoa, Guam, Puerto Rico, the Northern Mariana Islands, and the U.S. Virgin Islands), Nigeria, the Republic of Cuba, the Crimea Region of Ukraine, Donetsk People’s Republic and Luhansk People’s Republic regions of Ukraine, Sevastopol, People’s Republic of China (Mainland), Federal Democratic Republic of Nepal, People’s Democratic Republic of Algeria, Kingdom of Morocco, Plurinational State of Bolivia, Panama, Afghanistan, United Arab Emirates, and any jurisdiction in which the use of the Platform is prohibited by applicable laws or regulations or any jurisdiction which is excluded by the decision of SeedHunter. For the avoidance of any doubt, SeedHunter reserves the right to amend the list of Excluded Jurisdictions for any reason at its sole discretion or decide for whatever reason to add any jurisdiction to such list.
“Exclusivity Period” shall have the meaning as defined inClause 28.1.1.
“ Future Token(s)”means certain future Digital Assets in connection with the Seller’s Project that are offered for sale by the Seller.
“General Terms and Conditions for the Sale of Future Tokens”or“General Terms and Conditions”or“General T&Cs”means terms and conditions of the sale of the Future Tokens of the Seller’s Project.
“Hunter” means any individual (other than the KOL), who purchases the Future Tokens from the Seller.
“Intellectual Property Rights” shall have the meaning as defined in Clause 7.1.
“KOL”means a key opinion leader exercising his or her activity in a professional capacity and referenced on the Platform, i.e. an individual active on social networks or media and who, by virtue of his or her status, position, or media exposure, is capable of being an opinion relay influencing habits of relevant target audiences for marketing purposes.
“KYB Verification Process” means know your business verification process, which is the mandatory process of identifying and verifying the Client’s or the Seller’s business when opening a Platform Account and periodically over time.
“License” shall have the meaning as defined in Clause 9.1 .
“Marketing Campaign” means a marketing campaign managed through the Platform and designed by the Client regarding its Project and that will be executed by the KOLs.
“Marketing Materials” means any information, documents, agreements, materials, logos, instructions, or content posted, created, or furnished by the Client through the Platform to enable the KOLs to provide marketing services.
“Platform” has the meaning provided in the beginning of these Terms. It is expressly acknowledged that the “Platform”, as used herein, does not include any Third-Party Content, Third-Party Services, and marketing services provided by the KOLs.
“Platform Account” shall have the meaning as defined in Clause 4.1.
“Platform Documentation”means documentation, information, and other materials relating to the Platform published by us or on our behalf, regardless of whether made available on the Platform or otherwise.
“Profile” shall have the meaning as defined in Clause 4.2.
“Project”means the Client’s or Seller’s crypto project, as the case may be.
“Prohibited Person”means any citizen or resident of, or person subject to jurisdiction of, any Excluded Jurisdiction, or person subject to any sanctions administered or enforced by any country, government or international authority, including the European Union (“EU”), Office of Foreign Assets Control (“OFAC”), United Nations Security Council, but not limited to the above.
“Purchaser” means a Hunter or a KOL who purchases the Seller’s Future Tokens.
“Purchase Price”means the price the Purchaser shall pay in consideration for the acquisition of a certain amount of the Future Tokens from the Seller, which will be determined in a Sale and Purchase Agreement (defined below) and the SAFT Agreement (defined below).
“Purchase (Token) Amount”means certain Future Token amount that will be subject of the purchase by the Purchaser.
“Release Agreement”means an agreement which has to be entered into by the Seller and SeedHunter and which would create an obligation for the Seller to comply with each SAFT Agreement and issue the Future Tokens to the Purchaser, and which can be found in Exhibit A of the Additional Terms for Sellers.
“Remaining Purchase Price”means a portion(s) of the Purchase Price that has not been released to the Seller by SeedHunter.
“SAFT Agreement”means the General T&C and the Sale and Purchase Agreement (defined below) that refers to the General Terms and Conditions, and together govern the sale of the Future Tokens, and collectively constitute and form a legally binding agreement between the Purchaser and the Seller.
“Sale and Purchase Agreement”means an agreement, agreed to by the Purchaser, which refers to the General T&C.
“SeedHunter”, “us” or “we” has the meaning provided in the beginning of these Terms.
“SeedHunter Parties”means, collectively, SeedHunter and its Associated Companies, their respective shareholders, directors, officers, employees, agents, advisors, contractors, and assignees.
“SeedHunter Services” means any services provided to you by us via the Platform (including present and future services provided via the Platform, enabled by future technological development) including any ancillary services.
“SeedHunter Service Agreement” means an agreement that has to be entered into by the Seller and SeedHunter to remunerate SeedHunter for the SeedHunter Services.
“SeedHunter Service Fee” shall have the meaning as defined in Clause 5.2.of the Additional Terms of Service for the Seller.
“Seller” means a legal entity, which is issuer of the Future Tokens within its Project and which offers for sale and sells these Future Tokens to the Purchaser(s).
“Seller’s Wallet Address” means the Seller’s designated wallet address, which is provided by the Seller within the Platform.
“Service Agreement” shall mean a service agreement, entered by the KOL and the Client, based on which the KOL promotes the Client’s Project and Client’s Tokens, in return for the Service Fee.
“Service Fee” means fees payable to the KOL for the provided marketing service, which are paid in stablecoins (either USDT or USDC).
“Third-Party Content”means any content, information, materials and items provided by third parties or produced from third-party sources, including (i) the description of, links to or elements of the Third-Party Services, (ii) promotional materials and advertisements, other third-party materials and data, (iii) third-party websites and resources, and links thereto, and (iv) any information produced or derived from third-party sources.
“Third-Party Costs” means any costs, fees, or expenses that are not charged by us, including, for example, the fees imposed by the applicable blockchain networks, gas costs, fees related to the Third-Party Services, bank fees and commissions, etc.
“Third-Party Services” means any third-party software, services, items, and solutions that are not provided by us, including digital wallets and software wallets, blockchain networks, etc.
“Token Generation Event” or “TGE”means an event at which the Future Tokens shall be issued by the Seller.
“Token Sale Round” or “Funding Round” means the period commencing on the Seller’s registration date on the Platform and continuing until one (1) week prior to the Token Generation Event, unless the Funding Round is earlier closed by the Seller. During the Funding Round, the Seller may offer and sell its Future Tokens to the Purchasers through the Platform.
“Total Purchase Price” means aggregate amount of funds raised during the Funding Round by selling the Future Tokens to Purchasers.
“User”means any individual or legal entity utilizing the Platform.
“User’s Content”means any information, documents, agreements, materials, or content posted, created, or furnished by the Client or the Seller (as applicable), including through the Platform.
“Website” has the meaning provided in the beginning of these Terms.
2.MODIFICATION
2.1 We reserve the right to modify, supplement, or update these Terms from time to time at our sole and absolute discretion. If we make any changes to these Terms, we will notify you via email or by any other means as determined by us at our sole discretion of such changes by updating these Terms and update the “Last Updated” date at the top of this document. Unless otherwise notified by us, updated Terms shall be effective immediately, and your continued use of the Platform will confirm the acceptance of such updated Terms. If you do not agree to any amended Terms, you must immediately discontinue any access to or use of the Platform.
3.ELIGIBILITY
3.1 To be eligible to access and use the Platform (including any of services offered or made available through the Platform), you represent and warrant that (a) the entity is duly registered and validly existing under the laws of the jurisdiction where it is established; (b) you have not been previously suspended or removed from using the Platform; (c) your use of the Platform will not violate any and all laws and regulations applicable to you, including but not limited to regulations on anti-money laundering, counter-terrorist financing, and anti-corruption; (d) neither be registered in any of the Excluded Jurisdiction nor use the Platform for the benefit of a Prohibited Person; (e) that the Digital Assets, which you transfer to us is not encumbered, not in contention, or under seizure, and that neither exists any rights of third parties to the Digital Assets; and (f) comply with these Terms.
3.2 If you determine that you do not meet and conform to any of the aforementioned eligibility requirements, you must immediately suspend your access to and use of the Platform until the respective restricting circumstances cease to exist.
3.3 If you fail to meet any of the aforementioned eligibility requirements, we reserve the right, at our sole and absolute discretion, to immediately, with or without notice and without any liability whatsoever, limit, suspend, restrict, or terminate your access to and use of the Platform, or delete your Platform Account and any content or related information and files in your Platform Account and/or bar any further access to such files or the Platform.
3.4 If we terminate or suspend your Platform Account for any reason, you are prohibited from registering and creating a new Platform Account under your name, a fake and borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your Platform Account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
4.ACCOUNT SETUP AND PROFILE
4.1 In order to get access to or use certain functionalities of the Platform, you will need to create an account (the “ Platform Account”) by providing your details, including but not limited to username, email address and other contact details (choosing communication channel), password, and accepting these Terms. By using your Platform Account, you agree and represent that you will use the Platform and the SeedHunter Services only on behalf of the Client or the Seller (as applicable) and not on behalf of any third party unless you have obtained prior approval from us. You may register only one Platform Account. You are fully responsible for all activity that occurs under your Platform Account and for all the User Content and the Marketing Materials that are uploaded to your Platform Account.
4.2 To register for a Platform Account to use the Platform, you must complete a profile (the “Profile”), which you consent to be shown to the Users, including the User Content. You agree to provide accurate and complete information on your Profile and keep that information current. You agree not to provide any false or misleading information about you and your Project and Client’s Tokens or Future Tokens (as the case may be), and agree to correct any information that becomes false or misleading. We reserve the right to suspend, freeze, or cancel the Platform Account, or access to the Platform and the SeedHunter Services, if you provide false, inaccurate, or incomplete information in creating or maintaining your Platform Account or Profile.
5. KYB VERIFICATION PROCESS / COMPLIANCE VERIFICATION PROCESS
5.1 By registering your Platform Account, you agree that before gaining access to the Platform and/or the SeedHunter Service or at a later stage determined by us at our sole discretion, you will need to complete the KYB Verification Process and provide our KYB service provider with the information and documentation we will request for the purpose of conducting the KYB Verification Process, the detection of money laundering, terrorist financing, fraud, any other financial crime, or for other lawful purposes stated by us.
5.2 The information we request may include but is not limited to, the company’s name, legal form, domicile address, country of domicile, date of incorporation, place and date of entry in the commercial register, if any, as well as the names of the bodies or trustees formally acting on behalf of the Client or the Seller (as applicable) as well as the information identifying the ultimate beneficial owners of the Client or the Seller (as applicable). In addition to the above, we may also require personal information pertaining to the Client’s/Seller’s Authorized Representatives (i.e. directors, and shareholders of the Client or the Seller, as the case may be), such as name, residential address, mobile number, email address, date of birth, government identification number, passport number, and any other information that we are required to collect from time to time under applicable law. You represent and warrant that any and all information provided to us pursuant to these Terms or otherwise is true, accurate, and not misleading in any respect.
5.3 You permit us to keep a record of such information and authorize us to make inquiries, whether directly or through third parties, that we consider necessary to verify the Client or the Seller (as applicable) and/or protect us against fraud or other financial crimes and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full. We will have no liability or responsibility for any permanent or temporary inability to access or use the Platform as a result of the KYB Verification Process or other screening procedures.
5.4 You may also be required to undergo enhanced due diligence, where we may request that you submit additional information about your business, provide relevant records, and arrange for meetings with the SeedHunter’s staff.
5.5 You hereby acknowledge and agree that you have an obligation to update all the information if there is any change as soon as such a change occurs. In addition, we reserve the right to request any additional information or documents at any later stage.
5.6 If there are any grounds for believing that any of the information you provided is incorrect, false, outdated or incomplete, we reserve the right to send you a notice to demand correction and, as the case may be, terminate all or part of the SeedHuntert Services we provide for you, freeze, or cancel your Platform Account, and freeze the Digital Assets.
5.7 Please refer to our Privacy policy for information about how we collect, use, protect, and disclose your personal data.
6.ACCOUNT USAGE REQUIREMENT AND SECURITY
6.1 Only the Client’s or Seller’s Authorized Representative can use the Platform Account. We reserve the right to suspend, freeze, or cancel the use of your Platform Account by any person other than the Client’s or the Seller’s Authorized Representative (as applicable). If you suspect or become aware of any unauthorized use of your Platform Account or access or any other breach of security, you should notify us immediately at info@seedhunter.com. To avoid any unauthorized access to your Platform Account, you agree to ensure you log out of your Platform Account at the end of each session. It shall be your sole responsibility to avoid any unauthorized use or access of your Platform Account, and we assume no liability for any loss or damage arising from the use of the Platform by you or any third party with or without your authorization. You are not allowed to use another’s Platform Account.
6.2 You agree to treat your security details (such as username and password) as confidential information and not disclose such information to any person other than the Client’s or the Seller’s Authorized Representatives (as applicable). You should be solely responsible for implementing reasonable measures for keeping safe the security details of your Platform Account and be responsible for all the transactions under your Platform Account. We assume no liability for any loss or consequences caused by authorized or unauthorized use of your account credentials.
6.3 You must take reasonable care to ensure that your email account is secure and only accessed by the Authorized Representatives. Your email address may be used for various essential purposes, including, but not limited to, sending you relevant agreements for your Acceptance Agreement Confirmation, facilitating password resets, and security-related communications regarding your Platform Account. We will not be liable for the breach of an e-mail account resulting in an unauthorized transaction or action with proper confirmation. If any of the e-mail addresses registered with the Platform Account are compromised, you should, without undue delay after becoming aware of this, contact us and contact your email service provider. You must always ensure that your account credentials are not stored by the browser, cache or otherwise recorded. You should never use any functionality that allows login details or passwords to be stored by the electronic device you are using.
6.4 You are responsible for keeping the electronic device through which you access the Platform safe and maintaining adequate security and control of any and all security details you use to access the Platform. This includes taking all reasonable steps to avoid the loss, theft, or misuse of such electronic device and ensuring that such electronic device is both encrypted and password-protected.
7.INTELLECTUAL PROPERTY RIGHTS
7.1 The Website and the Platform and their entire contents, features, and functionality (including, but not limited to, all information, software, text, displays, images, video and audio, and the design, inventions, discoveries, processes, methods, compositions, formulae, techniques, information, source code, brand names, graphics, user interface design, text, logos, images, selection and arrangement thereof) are owned by SeedHunter or its licensors, whether or not protected by any copyright, trademark, service mark, trade secret, and other intellectual property or proprietary rights, and whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyrights or patents based thereon (the “Intellectual Property Rights”). Unless otherwise expressly stated, SeedHunter retains any and all rights, title, and interest in and to the Website and the Platform (including, without limitation, all Intellectual Property Rights), including all copies, modifications, extensions, and derivative works thereof.
7.2 These Terms shall not be understood and interpreted in a way that they would mean the assignment or licensing of Intellectual Property Rights unless it is explicitly defined so in these Terms. You may not use any of the Intellectual Property Rights for any reason, except with our express, prior, written consent.
7.3 You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Platform either published or made available by us or by any Third-Party or any User, except as follows:
a. Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
b. You may store files that are automatically cached by your Web browser for display enhancement purposes.
c. If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.
7.4 You may not:
a. Modify copies of any materials from the Platform.
b. Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Platform.
7.5 If you print, copy, modify, download, otherwise use or provide any other person with access to any part of the Platform in breach of these Terms, your right to use the Platform will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website and the Platform or any content on the Website and the Platform is transferred to you, your right to use the Website and the Platform is limited to the rights expressly granted in these Terms and all rights not expressly granted are reserved and retained by SeedHunter. Any use of the Platform not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.
8.THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS
8.1 The Website and the Platform may contain names of services and products, logos, trademarks, and other marks that are owned by applicable third-party right holders. Unless otherwise explicitly prescribed in these Terms, you do not receive any rights, title, license, or interest in or to such names, logos, trademarks, and other marks, and we and respective right holders prohibit any use of such names, logos, trademarks, and other marks at any time. You may not obscure, remove or alter any marks or notices displayed on the Platform.
8.2 You grant us a non-exclusive, irrevocable, royalty-free, perpetual, fully paid up, worldwide license (right) to use, publicly display, distribute your trademarks, logos and other marks.
9.LIMITED LICENSE
9.1 Subject to compliance with these Terms, we hereby grant you a limited, temporary, non-exclusive, non-transferable, non-assignable, revocable, and non-sublicensable license to access and use the Website and the Platform in such form, as they may exist from time to time and solely for informational, transactional, or other approved purposes as permitted by us from time to time (the “License”). Any other use of the Website and the Platform is expressly prohibited. We reserve all rights not expressly granted to you in and to the Platform and the Website.
9.2 You may not otherwise copy, transmit, distribute, sell, resell, license, decompile, reverse engineer, disassemble, modify, publish, create derivative works from, perform, display, incorporate into another website, or in any other way exploit any of the content available on the Website or the Platform or any other part of the Platform or any derivative works thereof, in whole or in part. Without limiting the foregoing, you shall not frame or display the Platform (or any portion thereof) as part of any other website or any other work of authorship without our prior written permission.
9.3 The License granted hereunder shall terminate and cease upon the occurrence of any of the following events:
a. These Terms terminate or expire;
b. You violate these Terms; or
c. We choose to terminate the License at our sole and absolute discretion, with or without reason.
9.4 We reserve the right to all remedies available at law and in equity for any such violation.
10. THIRD-PARTY CONTENT
10.1 When using the Platform, you may access, view, or interact with the Third-Party Content and Third-Party Services. We are not responsible for and shall not be held liable in connection with, and do not make any warranties, whether express or implied, as to the Third-Party Content or Third-Party Services. The Platform does not guarantee the accuracy of such content. We do not endorse nor recommend any Third-Party Content or Third-Party Services and shall not be liable for or held responsible in connection with your access to or use of Third-Party Content or Third-Party Services or any related information, materials, services, or tools. You hereby acknowledge and agree that your use of Third-Party Content and Third-Party Services, and your interactions with third parties that are linked to or from the Platform, are at your own risk. To the maximum extent permitted by the applicable law, in no event shall we be responsible for or held liable in connection with any loss or damage of any sort incurred by you as the result of, or in connection with accessing or using any Third-Party Content or Third-Party Services.
11.USER’S CONTENT, MARKETING MATERIALS, AND FEEDBACK
11.1 You may be allowed to post, submit, upload, or otherwise make available the User’s Content and Marketing Materials through the Platform. If you post, submit, upload, or otherwise make available any User’s Content and Marketing Materials through the Platform, you must ensure that such content at all times is true, accurate, complete, and up to date, and that such content does not violate any applicable law, or any Intellectual Property Rights, or any other rights of any third parties. The User’s Content and Marketing Materials shall not include, among other things, discriminatory, obscene, harassing, deceptive, violent, or illegal content. By submitting or uploading any User’s Content and Marketing Materials you warrant that you own all intellectual property rights in and to such User Content and Marketing Materials or otherwise have the right to use the User’s Content and the Marketing Materials in such a manner, and that such content does not violate any rights of third parties or laws. You shall be solely liable and responsible for your User’s Content and Marketing Materials.
11.2 We do not review all User’s Content and the Marketing Materials, nor do we assume any such obligation. We do not undertake any obligations with respect to the User’s Content and Marketing Materials, e.g., an obligation to review or post such content, or obligations of confidentiality. At all times, we retain the right to remove any User’s Content and the Marketing Materials without any prior notice or liability in case we, at our sole discretion, determine that such User’s Content and Marketing Materials are offensive, unacceptable, may harm us or violate these Terms, any laws or public order.
11.3 By submitting or uploading the User’s Content and the Marketing Materials on the Platform, you grant us a non-exclusive, irrevocable, royalty-free, perpetual, fully paid up, worldwide license (right) to use, copy, edit, reproduce, translate, modify, publicly display and perform, distribute, create derivative works or otherwise exploit your User’s Content and the Marketing Materials without limitation.
11.4 By submitting or uploading the Marketing Materials on the Platform, the Client authorizes us to publish them on the Platform and make them available to the KOLs in order for them to provide marketing services, pursuant to the Service Agreement. The detailed terms of utilizing the Marketing Materials by the KOLs shall be determined by you and shall be governed by the Service Agreement to be concluded directly by you and the respective KOL.
11.5 We may use, reproduce, disclose, make publicly available, and otherwise exploit any of your comments, suggestions, recommendations, or other feedback provided in connection with or relating to the Platform, our other products and services throughout the world in our sole discretion, without restrictions or any obligations to you, including any obligations to pay you any fees.
12.FUNCTIONALITY OF THE PLATFORM
12.1 General.The Platform is a digital ecosystem providing IT infrastructure and facilitating engagement between Clients and KOLs on one side and Purchasers and Sellers on the other side, as the case may be. The Platform offers: a) for the Clients, the opportunity to engage the KOLs during the Marketing Campaign period, for the purpose of promoting and enhancing brand awareness for their Project and its Client’s Tokens; b) for the Sellers, to list their Projects on the Platform, enabling them to sell their Future Tokens to the Purchasers; c) for the KOLs, the opportunity to promote the Client’s Project in exchange for the Service Fee, should the Client accepts a KOL’s application and the Service Agreement; and d) for the Purchasers, to purchase the Future Tokens from the Sellers listed on the Platform.
12.2 If you are a Client, Additional Terms for Clients shall apply to you in addition to these Terms.
12.3 If you are a Seller, Additional Terms for Sellers shall apply to you in addition to these Terms.
13.OUR FEES
13.1.We charge the applicable commission from you (the “Commission”). The applicable Commission is specified in the applicable Additional Terms for Clients and Additional Terms for Sellers, as the case may be.
13.2.We reserve, in our sole discretion and at any time, the right to modify our Commission or introduce new fees for accessing or using the Platform or any of its components. We will make commercially reasonable efforts to notify you of any such fees where possible or any changes in our Commission.
14.ASSOCIATED COSTS
14.1.When you make any payments to us or we make any payments to you, certain Third-Party Costs may arise. For example, when we or you make a blockchain transaction, the underlying blockchain network will normally charge a gas fee for processing a transaction. Certain fees may be charged by the software wallet that you use with the Platform. You shall bear any and all Third-Party Costs and we will not be responsible for or held liable in connection therewith. We may not be able to notify you about the Third-Party Costs involved in your transactions or provide accurate information about such Third-Party Costs, therefore, you agree to always independently check, review and verify any Third-Party Costs involved in your transactions. You are solely responsible and liable for any and all such Third-Party Costs.
14.2.If we refund any amounts to you, such refunded amount will be subject to the Third Party Costs. This means that any associated third-party expenses or charges related to the refund process will be deducted from the refunded amount.
15. PLATFORM UPDATES
15.1.We may from time to time and without prior notice make certain updates, changes or modifications to the Platform or its components, including, but not limited to, updates or changes to the functionality of the Platform or its components, technical infrastructure of the Platform, security protocols and technical configurations of the Platform, any processes employed by the Platform, etc. Any such updates, changes, or modifications shall be at our sole and absolute discretion, and in no circumstances shall we be responsible for or held liable in connection with any updates, changes, or modifications to the Platform or its components.
16.PLATFORM AVAILABILITY
16.1.The availability of the Platform depends on various factors including those that are out of our control. We do not warrant or guarantee that the Platform will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access, bug-, virus-, or error-free. We will make a commercially reasonable effort to inform you if, when, and to which extent the Platform or any of its parts are or will be unavailable.
16.2.The Platform or its components may be inaccessible or inoperable from time to time for any reason, including, for example, due to maintenance procedures, Platform updates, disruptions, third-party interferences, hacker or malware attacks, force majeure circumstances, failures in the operation or malfunction of the underlying technical infrastructure or software of the Platform, unavailability of the Third-Party Services used in the Platform operation. Accordingly, your access to or use of the Platform or certain of its components or functionality, as the case may be, may be prevented or limited without notice.
16.3.We may, at our sole and absolute discretion, limit, suspend, or restrict access to the Platform or any of its components for persons who reside or are located in specific jurisdictions or territories, including in accordance with our internal risk management policies, due to legal uncertainty, or for other reasons. You agree to comply with such limitations and not to circumvent or bypass them in any way. You hereby agree that we may install and utilize certain software, solutions and/or tools (for example, geo-blocking solutions) allowing us to identify Prohibited Persons or Users who have violated these Terms or the law, and restrict their access to and use of the Platform. We may restrict or suspend your access to and/or use of the Platform with immediate effect and without notification and liability if (i) we, acting at our sole discretion, determine that you have violated or may likely violate these Terms, applicable laws or regulations, or (ii) you or your actions create or may create legal exposure for us or the Platform.
16.4.We may, at any time and at our sole and absolute discretion, without prior notice and liability, terminate or discontinue the Platform or any of its components or functionality. There is no warranty that the Platform or certain functionality thereof will remain available or accessible.
17.DISCLAIMERS
17.1.We are not your broker, fund manager, asset manager, legal or other professional adviser or any intermediary to any broker, fund, or asset manager. Neither the Platform nor anything in these Terms shall be considered as a broker and/or fund or asset management services. We are not a financial institution or financial services provider, and have not been licensed or authorized by any regulatory authority or governmental body to carry out any regulated activities.
17.2.No part of the information or content available on the Platform or otherwise provided by us or on our behalf in connection with the Platform should be considered to be business, legal, financial, investment, or tax advice, or advice of a broker regarding any matters to which all or any part of such information relates. You should consult your own legal, financial, tax, or other professional advisors regarding this information. We shall not be responsible for the accuracy, completeness or timeliness of the information and materials contained on the Platform or otherwise communicated to you, either by us or on our behalf, in connection with the Platform, therefore, any use of or reliance upon such information and materials shall always be at your own discretion and risk, and you shall be solely responsible for any possible damages or losses arising therefrom.
18.NO WARRANTY
18.1.The Platform and each of its components are provided on an “as is” and “as available” basis. Your use of the Platform will always be at your own risk. We make no warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, integration, merchantability, and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, with respect to the Platform, all of which are expressly disclaimed and denied.
18.2.We do not warrant, whether expressly or impliedly, and hereby expressly disclaim any warranty and representation that:
a. the Platform will work as expected have any specific functionality, or contain any particular components;
b. the Platform will be secure or available at any particular time or place, or will continue working, operating or functioning for any period of time;
c. the Platform and its use, will meet your expectations or be beneficial to you;
d. any information provided through the Platform or otherwise communicated in connection with the Platform, including the Platform Documentation, will be timely, accurate, reliable, complete, true or correct;
e. the Platform will be free of viruses, errors, bugs, trojan horses, defects, flaws, malfunctions, or other harmful components, or properly protected from hacker, malware, spyware or other attacks, or third-party hostile interferences; or
f. any defects or errors in the Platform will be corrected.
19.WAIVER OF FIDUCIARY DUTIES
19.1.Neither the Platform nor these Terms create or impose nor are intended to create or impose any fiduciary duty on us with respect to you. Notwithstanding anything to the contrary contained in these Terms and to the maximum extent permitted by the applicable law, we shall owe no fiduciary duties to you.
20.DUTY OF CARE
20.1.When accessing and using the Platform, you shall exercise your best judgment at all times, act in good faith, and shall exercise reasonable care, prudence, and diligence towards the SeedHunter Parties, the Purchasers, and the KOLs. You shall undertake your best efforts to ensure that your actions cause no harm to the SeedHunter Parties, the Purchasers, and the KOLs.
21. LIMITATION OF LIABILITY
21.1. To the maximum extent permitted under the applicable law, in no event shall:
a. the SeedHunter Parties be responsible for or held liable in connection with any indirect, special, punitive, exemplary, incidental, or consequential damages of any kind, nor shall they be liable for the loss of goodwill, loss of profits/revenue (including expected), loss of data, diminution of value, and business interruption arising out of or in connection with these Terms, the Platform, the SeedHunter Services, or any transactions contemplated hereunder, whether based upon breach of warranty or contract, simple negligence (whether passive, active or imputed), strict liability, tort, or any other legal theory, regardless of whether any of the SeedHunter Parties have been advised of the possibility of such damages and regardless of whether such damages were foreseeable;
b. the SeedHunter Parties be responsible for or held liable in connection with the Users, their actions or omissions, or their performance;
c. SeedHunter’s or its Associated Companies’ respective officers, directors, employees, consultants and shareholders be held personally liable in connection with these Terms, the Platform, the SeedHunter Services, or any transactions contemplated hereunder;
d. the SeedHunter Parties be responsible for or held liable in connection with any damages or losses arising out of or in connection with a hacker attack, phishing attack, malware attack, viruses, or trojan horses, whether affecting or transmitted via the Platform or otherwise, or any other unauthorized third-party intervention in the operation of the Platform;
e. the SeedHunter Parties be responsible for or held liable in connection with any inaccuracy, error, delay in, or omission of any information contained in the Platform Documentation, provided on the Platform or otherwise communicated to you in connection with the Platform, or your reliance on or use of such information;
f. the SeedHunter Parties be responsible for or held liable if the Service Agreement between the Client and the KOLs is deemed null and void or unenforceable by a court of competent jurisdiction.
g. the SeedHunter Parties be responsible for or held liable if the SAFT Agreement between the Seller and the Purchaser is deemed null and void or unenforceable by a court of competent jurisdiction.
h. the SeedHunter Parties be responsible for or held liable in connection with the Third-Party Services, Third-Party Content, or any transactions and legal relationships between you, the Purchaser and the KOLs; and
i. the aggregate liability of the SeedHunter Parties to you for any damages and losses whether in contract, warranty or tort, whatsoever arising out of or in connection with these Terms, the Platform and the SeedHunter Services, and any transactions contemplated hereunder exceed the greater of: (a) the Campaign Fee which you transferred to us during the past 3 (three) months preceding the date of the event that gave raise to the liability, or (b) USD 5,000 (USD Five Thousand).
21.2. You shall not, and to the maximum extent permitted under the law hereby waive any right to, seek to recover any damages or amounts excluded in the list above in this Section 21 from the SeedHunter Parties and/or persons specified above.
22.INDEMNIFICATION
22.1.By agreeing to these Terms, you agree, to the fullest extent permitted by applicable law, to defend, indemnify and hold us, our past, present, and future Associated Companies, officers, directors, employees, suppliers, consultants, and agents or any other connected persons (collectively “Indemnified Parties”, and each such person or entity individually, “Indemnified Party”) harmless from any and all third party claims, damages, losses, liabilities, obligations, penalties, interest, fees, expenses and costs (including, without limitation, attorneys’ fees and expenses) and costs (including, without limitation, court costs, costs of settlement, and costs of pursuing indemnification and insurance) of every kind and nature whatsoever, whether known or unknown, foreseen or unforeseen, matured or unmatured, or suspected or unsuspected, in law or equity, whether in tort, contract, or otherwise, (collectively, “Claims”), that arise directly or indirectly out of: (a) your access to and use or misuse of the Platform and the SeedHunter Services; (b) violation, breach or alleged breach of these Terms or applicable laws, rules, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities, or regulations by you; (c) infringement of any intellectual property or other right of any person or entity by you; (d) the nature and content of all User Content and the Marketing Materials uploaded or provided by you; (e) your use of or reliance upon any Third-Party Content uploaded by any third party; (f) any products or services purchased or obtained by you in connection with the Platform; or (g) if the Service Agreement or the SAFT Agreement is deemed void and null or unenforceable by a court of competent jurisdiction, or (h) your violation of the rights or obligations of any third party, including any intellectual property right, publicity, confidentiality, property, or privacy right; (i) your negligence or wilful misconduct; (j) engage in any prohibited activities, misleading or illegal promotion or harmful practices, inclduing but not limited to ‘rugpulls’, ‘pump and dump’ schemes; or (k) breach of the terms and conditions of the Service Agreement or the SAFT Agreement (as applicable) by you.
22.2.You agree that your use of the Platform and the SeedHunter Services shall be in compliance with all applicable laws, regulations, and guidelines.
22.3.We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree to promptly notify us of any Claims and cooperate with our defense of any Claims. You agree not to settle any matter in which we are named as a defendant and/or for which you have indemnity obligations without our prior written consent. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
23. WARRANTIES AND REPRESENTATIONS
23.1.You represent and warrant to us that:
a. you shall communicate honest, accurate, and updated information to us and the Users at all times.
b. The Client or the Seller (as applicable) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has the power and authority to own, lease and operate its properties and carry on its business as now conducted.
c. The execution, delivery and performance by the Client or the Seller (as applicable) of these Terms are within the power of the Client or the Seller and has been duly authorized by all necessary measures on the part of the Client or the Seller. These Terms constitute a legal, valid and binding obligation of the Client or the Seller (as applicable), enforceable against the Client or the Seller in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.
d. The Client or the Seller is not in violation of (a) its current certificate of incorporation or bylaws, (b) to its knowledge, any material statute, rule or regulation applicable to the Client or the Seller, or (c) any material indenture or contract to which the Client or the Seller is a party or by which it is bound, where, in each case, such violation or default, individually, or together with all such violations or defaults, could reasonably be expected to have a material adverse effect on the Client or the Seller.
e. The performance and consummation of the transactions contemplated by these Terms do not and will not: (a) violate any material judgment, statute, rule or regulation applicable to the Client or the Seller; (b) result in the acceleration of any material indenture or contract to which the Client or the Seller or the suspension, forfeiture, or nonrenewal of any material permit, license or authorization applicable to the Client or the Seller, its business or operations.
f. The Client or the Seller (as applicable) owns or possesses (or can obtain on commercially reasonable terms) sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, processes, and other intellectual property rights necessary for its business as now conducted and as currently proposed to be conducted, without any conflict with, or infringement of the rights of, others.
g. Neither the Client/Seller nor any of its subsidiaries nor any director, officer, agent, employee, affiliate or person acting on behalf of the Client/Seller or any of affiliates are (a) currently the target of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, the United Nations Security Council (“UNSC”), the European Union (“EU”), Her Majesty’s Treasury (“HMT”), or other relevant sanctions authority (hereinafter collectively referred to as “Sanctions”); or (b) located, organized or resident in the Excluded Jurisdiction. The Client/Seller and its subsidiaries have not knowingly engaged in the past, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any individual or entity, or in any country or territory, that at the time of the dealing or transaction is or was the target of the Sanctions prohibiting any such dealings or transactions. Neither the Client/Seller nor any of its affiliates nor any director, officer, agent, employee, nor any Authorized Representative are a Prohibited Person; nor has the Client/Seller, the Authorized Representatives, or any of the Client’s/Seller’s affiliates engaged in any dealings or transactions with any Prohibited Persons; and the Client/Seller, the Authorized Representatives, and its affiliates have complied with all requirements of laws, government orders or resolutions of United Nations relating to anti-money laundering, anti-terrorism, trade embargos and economic sanctions applicable to its, the Authorized Representatives or its affiliates’ activities. Neither the Client/Seller, nor any person having a direct or indirect beneficial interest in the Client/Seller, is the subject of or is organized or resident in a country or territory that is the subject of country-wide or territory-wide Sanctions.
h. The Digital Assers, which will be transferred to us, does not and will not represent the proceeds of a money laundering offense or a terrorist activity financing offense under anti-money and counter-terrorism financing regulations applicable to the Client/Seller.
i. The Client/Seller will comply with all applicable laws and regulations, these Terms, the terms of the Service Agreement, the SAFT Agreement, guidelines, and other agreements referenced herein.
j. The Client/Seller shall be solely responsible for any and all operations carried out through the Platform.
k. The Client/Seller acknowledges and agrees that SeedHunter does not act as your agent or fiduciary.
l. The Client’s/Seller’s accessing and/or using the Platform and the SeedHunter Services are not unlawful or prohibited under the laws of your jurisdiction or under the laws of any other jurisdiction to which you may be subject, and your access to and use of the Platform and the SeedHunter Services shall be in full compliance with applicable laws.
m. The Client/Seller will comply with any applicable tax obligations in your jurisdiction arising from your acquisition, storage, sale, rent, or transfer of the Digital Assets.
n. The Client/Seller understands that the use of the Platform and the SeedHunter Services may not be beneficial to you and that you may sustain losses from any transactions.
o. The Client/Seller shall not make any decisions based solely on the information available on the Platform or otherwise made available by us, including the Platform Documentation, and shall conduct your own substantial research and analysis before making any decision.
p. The Client/the Seller understands that we do not control, manage or influence the Users of the Platform, including the KOLs and the Purchasers.
q. The Client’s/Seller’s use of information available on the Platform or otherwise provided by us, including the Platform Documentation, is at your own risk, and that nothing contained on the Platform shall be deemed a guarantee or promise that such information is true or correct, that you will receive any profit or benefit, or that any transaction will be beneficial or suitable for you;
r. The Client’s Tokens or the Seller’s Future Tokens (as applicable) are utility tokens, not security tokens under any applicable laws and regulations, and will provide a legal opinion from a qualified law firm upon request;
s. The proceeds derived from the sale of the Future Tokens shall be used by the Seller with the sole purpose of the development of their Project, executing the mission, vision, business strategy and objectives communicated to its community through its whitepapers, website, social media and other communication channels, including but not limited to public statements of the Authorized Representative of the Seller;
t. The Seller shall honestly and accurately represent the characteristics of its initiative in order to allow the Purchasers to make an informed and conscious decision concerning the acquisition of the Future Tokens.
u. The Seller will not issue the Future Tokens in connection with any activity that violates applicable laws and regulations in any relevant jurisdiction, including but not limited to, the issuance of the Future Tokens in connection with transactions that contradict international standards on anti-money laundering and counter-terrorism financing procedures;
v. The Future Tokens, which will be transferred to the Purchasers, do not and will not represent the proceeds of a money laundering offense or a terrorist activity financing offense under anti-money and counter-financing regulations applicable to the Seller;
w. The Seller represents and warrants that upon the transfer of the Future Tokens to the Purchasers under the SAFT Agreement, the Purchasers will have valid title to such Purchase (Token) Amount; and
x. all of the above representations and warranties are true, complete, accurate, and non-misleading from the time when you accept these Terms, and for the whole period of your use of the Platform.
24. PROHIBITED USE
24.1.You may use the Platform only for lawful purposes and in accordance with these Terms. You agree that you shall not conduct or participate in any of the following activities when accessing or using the Platform, or in connection with such access or use:
a. disrupting, interfering with, or inhibiting other users from using the Platform, technical infrastructure or software that is used for operating the Platform, and carrying out activities that could disable, impair, or harm the functioning of the Platform, technical infrastructure or software that is used for operating the Platform;
b. using the Platform, related technical infrastructure or software for any illegal purposes, including, but not limited to, fraud, terrorism financing, or money laundering;
c. taking advantage of bugs or errors in program logic and/or code of the Platform or associated software;
d. circumventing or attempting to circumvent any access or functionality restrictions or limitations that the Platform has or may have, including with the use of malware, spyware, harmful code or software, or by undertaking hacker attacks or similar activities;
e. using the Platform, related technical infrastructure or software for any purpose that is harmful or detrimental to the Platform or to us, Associated Companies, or any User of the Platform;
f. violating any rights of any third person, including trademark or intellectual property rights;
g. fraudulent activities, providing any false, inaccurate, or misleading information in order to unlawfully obtain Digital Assets, funds, or property of other Users or third persons;
h. activities for which a license or state authorization is required or compulsory under the laws or regulations applicable to you;
i. creating multiple accounts with the Platform;
j. copying, reproducing, or cloning the Platform, or duplicating their essential elements, or creating derivative works based on the Platform or its elements without our prior written consent;
k. deciphering, decompiling, disassembling, or reverse engineering any of the software comprising or in any way making up a part of the Platform; and
l. carrying out any other unlawful activities, or activities that violate any applicable regulations, rules, orders, etc.
m. modify, adapt, reproduce, translate or create derivative works of the Platform, or any data or content (including the Third-Party Content) provided through the Platform, or any portion thereof, or attempt to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Platform;
n. remove any copyright notice, trademark, legend, logo or product identification from the Platform;
o. edit, modify, filter, truncate or change the order of the information contained in any part of the Platform, or remove, obscure, or minimize any part of the Platform in any way without authorization of SeedHunter;
p. make any commercial use of the Platform or our logo, trademark or brand name in any way; or
q. facilitate or assist another person to do any of the above acts.
25. COMPLIANCE
25.1.You must comply with local laws and regulations in relation to the legal usage of the Platform and/or the SeedHunter Service in the jurisdiction in which you reside and other laws and regulations that are applicable to you. For example, suppose you reside in any jurisdiction where the use of the Platform and the SeedHunter Services would violate any of the laws or regulations of the jurisdiction in which you reside. In that case, you agree to refrain from using the Platform and the SeedHunter Services in any manner that would violate any of the laws and regulations of such jurisdiction. You shall be solely liable for any liability that may arise due to a breach of your obligations in this regard.
26. ACCEPTANCE AGREEMENT CONFIRMATION
26.1.The Client acknowledges and agrees that if both you and the KOL agree with the terms of the Service Agreement, such acceptance shall be confirmed by both parties by clicking the “I Agree” or “I Accept Agreement” button (the “Acceptance Agreement Confirmation”). The Client agrees that your Acceptance Confirmation is legally binding and is the legal equivalent of your manual/handwritten signature. You agree that no certification authority or other third-party verification is necessary to validate your or KOL’s Acceptance Agreement Confirmation, and that the lack of such certification or third-party verification will not in any way affect the enforceability of your Acceptance Agreement Confirmation and the Service Agreement.
26.2.The Seller acknowledges and agrees that if the Purchaser agrees with the terms of the General T&C and Sale and Purchase Agreement, such acceptance shall be confirmed by clicking “I Agree” or “I Accept Agreement” button for each agreement, which shall then cause the General T&C and the Sale and Purchase Agreement become legally binding for them. The Seller further acknowledges and agrees that despite of no Acceptance Agreement Confirmation is required for both the General T&C and each Sale and Purchase Agreement, by preparing the General T&C and uploading or posting it on the Platform, the Seller will comply with the terms and conditions of the General T&C and each Sale and Purchase Agreement, and such agreements will be legally binding for you.
26.3.Nothing in these Terms may be construed to make SeedHunter a party to any document between you and the KOL or the Purchaser (as applicable), and we make no representation or warranty regarding the transactions sought to be affected by any document using Acceptance Agreement Confirmation. Certain types of agreements and documents may be excepted from electronic signature laws (e.g. wills, deeds, transfer of lands and agreements pertaining to family law) or may be subject to specific regulations promulgated by various government agencies regarding electronic signatures and electronic records. We are not responsible for determining whether any particular document is (i) subject to an exception to applicable electronic signature laws; (ii) subject to any particular agency promulgations; or (iii) whether it can be legally formed by Acceptance Agreement Confirmation.
26.4.Certain consumer protection or similar laws or regulations may impose special requirements with respect to electronic transactions involving one or more “consumers”, such as (among others) requirements that the consumer consent to the method of contracting and/or that the consumer be provided with a copy, or access to a copy, of a paper or other non-electronic, written record of the transaction. We are not responsible to: (i) determine whether any particular transaction involves a “consumer”; (ii) furnish or obtain any such consents or determine if any such consents have been withdrawn; (iii) provide any information or disclosures in connection with any attempt to obtain any such consents; (iv) provide legal review of, or update or correct any information or disclosures currently or previously given; or (v) otherwise to comply with any such special requirements.
27.NON-DISPARAGEMENT
27.1.The Client, the Seller and their affiliates, and their respective officers, members, directors, consultants, and employees, shall not at any time, disparage or spread any falls or disparaging information about us, the Platform, the SeedHunter Services, or any our Associated Companies, directors, officers, or employees or partners in any manner, shape or form, and in any media channel, or otherwise take any action which could reasonably be expected adversely affect our reputation. You shall indemnify us for any damages, including but not limited to all necessary attorney and other legal fees and costs, arising from any violation of this clause.
28.EXCLUSIVITY AND NON-CIRCUMVENTION
28.1.Exclusivity
28.1.1. The Client acknowledges and agrees that SeedHunter’s revenue is derived from facilitating engagement between you and the KOLs. Therefore, for twenty (24) months from the time you engage any KOLs through the Platform (the “Exclusivity Period”), you must use the SeedHunter Services as your exclusive method to engage the KOLs and make the payment to them. You may opt out of this obligation only if you pay SeedHunter an “Opt-Out Fee” computed to be greater of the following amounts:
a. USD 3,000 for each engaged or previously engaged KOL (as applicable) or
b. 15% of the gross amount of any fees paid by the Client for the marketing services to be performed by the KOL during the Exclusivity Period, as estimated in good faith by the Client.
28.1.2. To pay the Opt-Out Fee, you must request instructions by sending an email to info@seedhunter.com
28.2.Non - Circumvention
28.2.1. You are expressly prohibited from directly or indirectly soliciting and engaging the KOLs or the Purchasers (as applicable) who are registered on the Platform, for any Project, opportunity, or engagement other than through the Platform. By way of illustration and not in limitation of the foregoing, you must not:
a. Submit proposals or solicit KOLs registered on the Platform to contact, hire, manage, and/or pay outside of the Platform;
b. Submit proposals or solicit the Purchasers registered on the Platform to contact, and/or pay outside of the Platform; or
c. Cancel the Marketing Campaign or terminate the Service Agreement for the purpose of contacting separately with KOLs registered on the Platform.
28.2.2. Any attempt to circumvent the SeedHunter Services for the purpose of engaging the KOLs or soliciting the Purchasers, including, but not limited to, contacting KOLs or the Purchasers outside of the Platform will be considered a violation of these Terms. If you are aware of a breach or potential breach of this Exclusivity and Non-Circumvention clause, please submit a confidential report to us by sending an email to info@seedhunter.com
28.2.3. By using the Platform, the Client or the Seller (as applicable) expressly acknowledges and agrees to abide by this Exclusivity and Non-Circumvention clause. We reserve the right to seek damages, including but not limited to legal fees and costs, arising from any violation of this clause.
29.RISK DISCLOSURE STATEMENT
29.1. By accepting these Terms, you hereby warrant that you have read, understood, and acknowledged the risks set out in our Risks Disclosure Statement . You hereby acknowledge, accept, and assume the risks set out therein and represent that SeedHunter Parties shall not be held liable or responsible for any damages or losses arising from or in connection with such risks.
30. TAXATION
30.1.You shall be solely and entirely responsible for all and any present or future taxes, including income tax, stamp tax, capital gain tax, value-added tax, other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any state, government, or governmental authority, and any tax liabilities, which arise, may arise, be imposed or applied in connection with your use of the Platform, purchasing, holding, using, or disposing of any Digital Assets, or any transactions contemplated hereunder.
31. ASSIGNABILITY
31.1.You may not assign your rights or obligations under these Terms without our prior written consent. If consent is given, these Terms will bind your successors and assigns. Any attempt by you to transfer your rights, duties, or obligations under these Terms except as expressly provided in these Terms is void. You acknowledge and agree that we reserve the right to freely assign any of our rights, duties, and obligations under these Terms to any of our Associated Companies or any third party at our sole discretion.
32. NOTICES
32.1.Except as otherwise permitted by these Terms, any notice required or permitted to be given in connection with the Platform will be effective only if it is in writing and sent using: (a) email to the email address set forth in your registration information or on the Platform; (b) by certified or registered mail; or (c) insured courier, to the appropriate party at the address set forth in your registration information or on the Platform.
32.2.Unless otherwise specified in these Terms, the following rules shall apply to determine when communication or notice is deemed to have been received: (a) Email: An email communication shall be deemed received on the date it is sent; (b) Certified or registered mail: Communication by certified or registered mail shall be deemed received on the date of delivery as indicated on the postal service's tracking or delivery confirmation; (c) Insured Courier: Communication via insured courier shall be deemed received on the date of receipt by the Client, as confirmed by the courier service's delivery records.
32.3.In the event a notice contains specific deadlines or timeframes (e.g., a requirement to respond within a certain number of days), the calculation of such deadlines shall begin on the date the communication is deemed received in accordance with the provisions outlined in this Notice Section. It is your responsibility to keep your contact information up to date on the Platform to ensure the effective receipt of communications and notices as required by these Terms.
33. FORCE MAJEURE
33.1.To the maximum extent permitted under the law, in no event shall we be held liable or responsible for any non-performance or undue performance of these Terms or our obligations to you if such non-performance or undue performance results from or is caused, directly or indirectly, by the following force majeure circumstances: (i) fire, flood, hostility, pandemic, the act of God, explosion, strike, (ii) war, undeclared war, civil war, revolution, riot, act of terrorism, military actions and operations, (iii) epidemic, pandemic, insurrection, riot, labour dispute, accident, (iv) sanctions, government actions, embargoes, (v) injunctions, cease and desist orders, restraining or similar orders, other actions of a court, governmental or other authorities, (vi) malfunctions of the software, blockchain networks, smart-contracts, other technologies related to, relied upon by, or used in connection with, the Platform, hacker and any other attacks on the Platform or underlying blockchain networks and software; (vii) loss or theft of any Digital Assets, (including the Campaign Fee and the Purchase Price) as a result of an attack, including hacker, malware, or other attack, or third-party hostile interference or market disturbances, increased and uncontrolled volatility of any Digital Assets; (viii) actions, failures to act or inactions of Third-Party Service providers or other third parties, fraud or theft of funds by third parties (including so-called “exit-scams”), (ix) system interference and/or destruction by any malicious programs, (x) power failure, equipment or software malfunction or error, (xi) other circumstances beyond our control interfering the performance hereof.
34. ENTIRE AGREEMENT
34.1.These Terms, together with any documents incorporated herein by reference, contain the entire agreement between you and us, and supersede all prior and contemporaneous understandings, writings, letters, statements, or promises between you and us regarding the subject matters hereof. Unless otherwise expressly provided herein, there shall be no third-party beneficiaries hereto.
35. NO PARTNERSHIP OR AGENCY
35.1.Nothing in these Terms is intended to, or shall be deemed to, establish any partnership, joint venture or employment relations between any of the parties hereto, constitute any party the agent of another party.
36. GOVERNING LAW
36.1.These Terms, as well as any and all relationship between you and us relating to the Platform or any transaction contemplated in these Terms, shall be governed by and construed, and enforced in accordance with the laws of the Republic of United Aran Emirates, without regard to conflict of law rules or principles that would cause the application of the laws of any other jurisdiction.
37.DISPUTE RESOLUTION
37.1.You and SeedHunter hereby agree to settle and finally resolve any Dispute arising out of or in connection with these Terms or the Platform in binding arbitration and in accordance with this Section 37. Binding arbitration is the referral of a Dispute to a qualified person(s) who will review the Dispute and make a final and binding determination, by making an order, to resolve the Dispute.
37.2.For any Dispute that you have against us or relating in any way to these Terms or the Platform, you shall first contact us and attempt to resolve the Dispute informally by sending a notice of your claim to us by email at info@seedhunter.com. Such notice must include your name, residence address, email address, and telephone number, describe the nature and basis of the Dispute and set forth the specific relief sought. If we and you cannot reach an agreement to resolve the Dispute within thirty (30) days after such notice is received, then either party may refer the Dispute for resolution by the binding arbitration administered by the Dubai International Arbitration Centre (“DIAC”) in accordance with the Arbitration Rules of the Dubai International Arbitration Centre (“DIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference herein. The number of arbitrators shall be one (1) and appointed by SeedHunter. The seat, or legal place, of arbitration shall be the Emirate of Dubai. The language to be used in the arbitral proceedings shall be English.
37.3.Unless otherwise required by the applicable law, and to the maximum extent permitted and possible, you, we, and the arbitrators shall maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented for purposes of the arbitration or related to the Disputes. Unless prohibited under the law, the arbitrator will have the authority to make appropriate rulings to safeguard confidentiality.
37.4.Any Dispute arising out of or related to these Terms, the Platform, and SeedHunter Service is personal to you and us and will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action, or any other type of representative proceeding in any circumstances. There will be no class or other type of representative action, whether within or outside of arbitration where an individual attempts to resolve a Dispute as a representative of another individual or group of individuals.
37.5.To the maximum extent permitted under the law, you waive the rights to a jury trial, class action arbitration, and to have any Dispute resolved in court.
37.6. We retain the right to bring any urgent suit, action or proceeding against you for any actual or threatened breach of these Terms in your place or country of residence or any other relevant country if we determine in our sole discretion that this is required to seek urgent injunctive relief of any actual or threatened breach of these Terms by you. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
37.7.In the event of a Dispute between you and the KOL or the Purchaser (as applicable), the parties involved in such Dispute shall solely be you and the respective KOL or the Purchaser (as applicable). We shall not be considered as a party to such Dispute, and any resolution, negotiation, or legal proceedings shall be solely between you and the respective KOL and the Purchaser (as applicable). We will not be liable for any claims, demands, damages, or liabilities arising from such Disputes.
38.COMMUNICATION
38.1.You specifically agree to receive, obtain, and/or submit any and all documents and information electronically. You agree and consent to receive electronically all Communications that we provide in connection with these Terms and the Platform. You agree that we may provide Communications to you by posting them on the Platform or by our official social media channels. If you provide us with your email address and/or social media accounts, we may (but will not be obliged to) send Communications to you by email and/or social media accounts. All Communications specified in this paragraph shall be deemed in writing, valid and of full legal force, and delivered to you on the day following the day when they are published.
38.2.You may electronically communicate with us by sending Communications to the following email address info@seedhunter.com. We may require you to provide additional data or documents that will allow us to identify you.
39.TERMINATION
39.1.We may terminate your access to and use of the Platform and the SeedHunter Services under the following circumstances: (i) you breach any provision of these Terms; (ii) you violate any applicable laws and regulations; (iii) you provide false or misleading information to us; (iv) your continued use of the Platform (in our sole discretion) poses a legal risk to SeedHunter or threatens the security of the Platform or other Users. We are not and shall not be responsible or liable for any loss or damages incurred as a result of or arising from any actions taken under this section.
39.2.If these Terms are terminated for any reason: (a) any and all of the Client's/Seller’s liabilities to us that have accrued before the effective date of the termination will survive; (b) Licenses granted to the Client/Seller with respect to the Platform will immediately terminate; (c) Our obligation to provide any access to the Platform to you under these Terms will immediately terminate.
40.NO WAIVER
40.1.No failure or delay by us to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
41.SURVIVAL
41.1.Provisions hereof construed to survive the termination of these Terms (including in particular, but not limited to Sections 17, 21, 22, 23, 27, 28, 30, 36, 37, 39, and 41) shall survive any expiration or termination of these Terms or any expiration or termination of your access to or use of the Platform, regardless of the reasons.
42.LANGUAGE
42.1.Only the English version of these Terms is considered official. The English version shall prevail in case of differences in translation of any information, documents, Communications, or other content.
43.SEVERABILITY
43.1.If any provision or part-provision of these Terms is held to be illegal, invalid, or unenforceable under any present or future law, and if the rights or obligations of any party hereto under these Terms will not be materially and adversely affected thereby, (a) such provision will be fully severable, (b) these Terms will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of these Terms will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of these Terms a legal, valid and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible. In any event, the invalidity or unenforceability of any provision or part-provision of these Terms shall not affect the validity or enforceability of any other provisions of these Terms, all of which shall remain in full force and effect.
44.INTERPRETATION
44.1.Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders; words in the singular shall include the plural and in the plural shall include the singular; any words following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; Section headings do not affect the interpretation of these Terms. You hereby agree that a rule of construction does not apply to our disadvantage because we were responsible for the preparation of these Terms.
45.PRIVACY POLICY
45.1.Please review our Privacy Policy, available at: https://www.seedhunter.com/privacy-policy . By using the Platform, you agree to be bound by our Privacy Policy, which is incorporated into these Terms.