Welcome to Everbloom, an application provided by Verses Ventures Limited and Everbloom Creative Inc. (the “Company” or “Everbloom”).
The following Terms of Service (“Terms”) apply when you use the Everbloom app (the “App”) and/or the services and features provided in connection with the App via Company’s website (the “Site”) and/or the App (collectively, the “Service”). These Terms are a binding legal agreement between you (“you,” “your,” or “yours”) and the Company, and govern your access to the Service.
PLEASE REVIEW THESE TERMS CAREFULLY, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. YOUR ACCESS AND USE OF THE SERVICE ARE SUBJECT TO THE FOLLOWING TERMS. BY ACCESSING OR USING THE SERVICE, YOU ACKNOWLEDGE AND AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICE.
EVERBLOOM IS NOT A BROKER, FINANCIAL INSTITUTION OR CREDITOR. EVERBLOOM FACILITATES TRANSACTIONS BETWEEN USERS THROUGH THE SERVICE, BUT IS NOT A PARTY TO ANY AGREEMENT BETWEEN ANY USERS.
1.1. “Buyer” means any person who would like to purchase or who has purchased an NFT through the Service.
1.2. “Creator” means any user of the Service who designs and creates NFTs for sale through the Service.
1.3. “Final Sales Price” means the total NFT sales price for a transaction between Buyer and Seller.
1.4. “NFT” means non-fungible token that may be associated with a smart contract and linked to a unique asset.
1.5. “Primary Sale” means any sale between a Seller who is also a Creator that designed or created the NFT listed for sale and who sells the NFT to a Buyer through the Service.
1.6. “Processing Fee(s)” means any relevant fee that is collected by Everbloom during a transaction through the Service. Processing Fees are described in greater detail in Section 7 of these Terms.
1.7. “Secondary Sale” means any sale between a Seller who purchased the NFT listed for sale through the Service from the Creator who designed or created the NFT and who sells the NFT listed for sale to a Buyer through the Service.
1.8. “Seller” means any person who would like to sell or has already sold an NFT through the Service.
1.9. “User” means any person who has registered an account through the Service to use the Service, Site or App
If you comply with these Terms, Everbloom will allow you to access the open NFT marketplace offered through the Service. Everbloom may, in its sole discretion, prohibit you or any other person from using the Service.
3.1. To use the Service, you must register a user account through the Site or App. You are responsible for maintaining the security of your account, and you are fully responsible for all activities that occur under and any other actions taken in connection with your account. You agree to provide and maintain accurate, current and complete information, including your payment information, and contact information for notices and other communications from Everbloom. You may not use false or misleading information in connection with your account. You agree that Everbloom may take steps to verify the accuracy of information you have provided. You assume all obligations for any transaction relating to your account and you shall be responsible for protecting the security of your account credentials at all times.
3.2. You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not Everbloom, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Service. Everbloom does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will Everbloom be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service.
3.3. You agree that under the use of Service:
- The Service is intended only for individuals age 13 or older.
- You may not use the Service for any illegal or unauthorized purpose.
- You agree to comply with all applicable laws regarding online conduct and acceptable content.
- You are solely responsible for your conduct and any Content (including without limitation any data, text, information, screen names, graphics, photos, profiles, links, audio and video clips) that you submit, post, and display on the App or in connection with the Service.
- You must not modify, adapt or hack Everbloom or modify another website or application so as to falsely imply that it is associated with Everbloom.
- You must not access Everbloom’s source code or private API by any other means other than the App itself.
- You must not crawl, scrape, or otherwise cache any Content from the Service.
- You must not create or submit unwanted emails, offers, or comments to any other users of the Service (“Spam”).
- You must not use web URLs in your username without prior written consent from the Company.
- You must not, in the use of the Service, infringe the intellectual property or personal rights of any third party, including without limitation copyrights, trademarks, patents, trade secrets, rights of publicity and rights of privacy.
- You must not upload, post, email, transmit or otherwise make available any material that contains software viruses, worms, trojan horses, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
- You must not interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service, including using any device, software or routine to bypass our robot exclusion headers. While Everbloom prohibits such conduct and content on its Site or App, you understand and agree that Everbloom is not responsible for the Content posted in connection with the Service, and you nonetheless may be exposed to such materials, and that you use the Service at your own risk. Everbloom monitors content through both manual and automated methods and reserves the right to remove any material deemed inappropriate or explicit. Users may also report any content deemed inappropriate or explicit content through the App.
4.1. NFT Transactions.
The Site and App allow you to sell, purchase, collect and showcase NFTs on the Everbloom blockchain network. Such transactions will be governed by and conducted in accordance with these Terms.
4.3. Sales Period.
4.3.1. The sale details of each listing shall specify the relevant Sales Period (as defined below). In connection with the purchase or sale of an NFT, the Seller has the discretion to:
a. Set the price of the NFT in any amount in United States Dollars (USD) as available through the Site or App, and
b. Shorten or extend the number of days for which the sale will remain open (the “Sales Period”).
4.2. Transaction Format.
All transactions on the Site or App will be fixed price sale transactions in which the Seller of the NFT shall list such NFT for sale on the Site or App at a fixed sale price. The Buyer may purchase the NFT at the offered fixed sale price.
5.1. In the event that you list an NFT for sale on the Site or App, you acknowledge and agree that:
5.1.1. You must only list an NFT that you, as the Seller, own;
5.1.2. Your listing must be accurate, complete and include all relevant information on the associated NFT;
5.1.3. Your listing must not be misleading, including through the omission of any information with respect to the NFT listed for sale;
5.1.4. Any sale of such NFT will be final and you will be not be able to cancel the same or retain ownership of the NFT following the completion of the transaction with respect to the associated NFT.
6.1. Upon the Seller’s acceptance of a Buyer’s offer, the Final Sales Price for the purchased NFT (along with all applicable taxes and fees) shall be payable by the Buyer as set forth by the Seller in the sales terms. Any payments or financial transactions that you engage in on the Site or App will also be subject to the relevant Processing Fees as described in Section 7 of this Agreement
6.2. Regardless of the currency used in the transaction, Everbloom has no control over these payments or transactions, nor does Everbloom have the ability to reverse any payments or transactions. Everbloom has no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via the Site or App or any other payment or transactions that you conduct via the Everbloom blockchain network.
Every transaction conducted through the Site or App will incur a transaction processing fee (each, a “Processing Fee”). The Processing Fee is a percentage of the Final Sales Price of a transaction, ranging from 2.5% to 5%, depending on whether the transaction is Primary Sale or a Secondary Sale. The Processing Fee covers credit card fees, blockchain gas fees, and any other transaction related fees. Except as otherwise expressly stated in this Agreement, you will be solely responsible for paying any relevant Processing Fees on any transaction you enter into via the Site or App, including any NFT purchase or sale. The following fees apply:
Creator will receive 95% of the Final Sales Price of any Primary Sale. Company will receive 5% of the Final Sales Price of any Primary Sale.
Creator will receive a 10% royalty of the Final Sales Price of any Secondary Sale. Royalties will be paid by Everbloom to the Creator via the payment method saved to Creator’s account. Company will receive 2.5% of the Final Sales Price of any Secondary Sale.
Credit Refunds. For purchases made by credit in which the Buyer may be entitled to refund, such as in the case that the Buyer makes a purchase directly from Everbloom and not directly from a Seller Everbloom will process a credit transaction to the same form of payment with which the Buyer made the purchase. In the event that a transaction between a Buyer and Seller is fraudulent, Everbloom will work with the Buyer to facilitate a refund to the extent possible.
Prohibition of Minimum or Maximum Transaction Amounts. Everbloom shall not establish a minimum or a maximum transaction amount for credit card transactions conducted through the Service.
Unless otherwise indicated, the Site, App and Service comprise Everbloom’s proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “IP”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by, or licensed to, Everbloom, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of Sweden, foreign jurisdictions, and international conventions. The IP and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms, no part of the Service and no IP or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without Everbloom’s express prior written permission.
Provided that you are eligible to use the Service, you are granted a limited license to access and use the Service and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. Everbloom reserves all rights not expressly granted to you in and to the App, Site, Service, the IP and the Marks.
Everbloom reserves the right to modify or terminate the Service for any reason, without notice at any time. You agree that Everbloom shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service (or any part thereof). Everbloom reserves the right to alter these Terms at any time. If the alterations constitute a material change to the Terms, we will notify you electronically and give you the opportunity to review the changes. What constitutes a “material change” will be determined at our sole discretion, in good faith and using common sense and reasonable business judgment. After any changes to the Service or these Terms, if you continue to use the Service you will be agreeing to the new Terms.
Everbloom reserves the right to refuse service to anyone for any reason at any time. Everbloom may, but has no obligation to, remove Content and accounts containing Content that Everbloom determines in its sole discretion are unlawful, offensive, threatening, libelous, defamatory, obscene or otherwise objectionable or violate any party’s intellectual property or these Terms. Everbloom reserves the right to reclaim usernames on behalf of businesses or individuals that hold legal claim or trademark on those usernames.
10.1. Termination by You.
You should be aware that removing or uninstalling the App or closing your Account will not be sufficient in order for you to terminate your account and these Terms. If you terminate your account, or otherwise terminate these Terms, you will not receive any refunds for any purchases that you might make on or through the Site or App.
10.2. Termination by Everbloom.
Everbloom reserves the right to, and you agree that Everbloom may, without notice and in its sole discretion, terminate your account and your access to, or use of, the Site or App at any time and for any reason. Your account may be terminated immediately if Everbloom suspects that (i) your account is being used for illegal activity; (ii) you have provided false or misleading information; (iii) you have engaged in fraudulent activity; and/or (iv) you have engaged in activity in violation of these Terms. You agree that any suspension or termination of your access to the Site, App or your account may be without prior notice and that Everbloom will not be liable to you or to any third party for any suspension or termination.
10.3. Effect of Termination.
Upon any termination, whether by you or Everbloom, you may no longer have access to information that you have posted on the Site or App or that is related to your account, and you acknowledge and agree that Everbloom has no obligation to maintain any such information in our databases or to forward any such information to you or to any third party.
11.1. Value and Volatility. You understand and agree that your access to, and use of, the Site or App is voluntary, and you assume certain risks, including without limitation:
11.1.1. The price and liquidity of collectible blockchain assets, including the NFTs, are extremely volatile and subjective and may be subject to fluctuations;
11.1.2. Collectible blockchain assets, including the NFTs, have no inherent or intrinsic value;
11.1.3. Fluctuations in the price of other digital assets could materially and adversely affect the value of your NFTs, which may also be subject to significant price volatility;
11.1.4. NFTs are not legal tender and are not backed by any government;
11.1.5. Transactions involving NFTs may be irreversible, and losses due to fraudulent or accidental transactions may not be recoverable, including accidental transactions whereby you provide wrong wallet addresses;
11.1.6. The value of collectibles, including the NFTs, is inherently subjective, and factors occurring outside the Service may materially impact the value and desirability of any particular NFT;
11.1.7. The value of NFTs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for NFTs, and therefore the value of NFTs is subject to the potential for permanent or total loss of value should the market for NFTs disappear; and
11.1.8. NFTs are subject to the risk of fraud, counterfeiting, cyberattacks and other technological difficulties which may prevent access to or use of your NFTs.
11.2. Regulatory Uncertainty.
The regulatory regime governing blockchain technologies and NFTs is uncertain, and new regulations or policies may materially adversely affect the development of the Service, and by extension, the use, transfer, value and potential utility of your NFTs..
11.3. Payment Services Provider Risks.
If (a) Everbloom ceases to continue any relationship with such platform providers; (b) the terms and conditions or pricing of such platform providers change; (c) Everbloom violates or cannot comply with the terms and conditions of such platforms; or (d) any of such platforms loses market share or is unavailable for a prolonged period of time, access to and use of the Site or App may suffer.
11.4. Your Own Risk.
You understand and agree that you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself. Everbloom does not give any advice or recommendations regarding the NFTs. You understand and agree that you access and use the Service at your own risk. You understand and agree that we will not be responsible for any communication failures, disruptions, errors, or distortions you may experience when accessing, buying or selling the NFTs or otherwise accessing the Site or App.
Use of the Site or App requires an internet connection or cellular data and may result in charges from your internet or cellular service provider. Everbloom is not responsible for any such charges. Everbloom is also not liable for any disruption, failure or malfunction of the Internet or other service providers or for any other situation or event that is out of our direct control. Everbloom IS NOT RESPONSIBLE FOR ANY ACTS OR OMISSIONS OF YOUR CELLULAR COMMUNICATION OR INTERNET SERVICE PROVIDERS, OR UNAVAILABILITY OR ERRORS ASSOCIATED WITH THEIR SYSTEMS OR SERVICES.
When using the Service, you may encounter links to websites, advertisers, information, materials, products, or services not owned or controlled by Everbloom (“Third Party Links”). Everbloom is not responsible for content or information from any Third Party Links. You agree that Everbloom will not be responsible for any losses or damage you incur by dealing with such third parties and hereby release Everbloom from any and all liability arising from your use of any Third Party Link.
Opinions, advice, statements, offers, or other information or content made available through the Service, but not directly by Everbloom, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such material.
Everbloom does not guarantee the accuracy, completeness, or usefulness of any information in the Service, nor does Everbloom adopt or endorse, nor is Everbloom responsible for, the accuracy or reliability of any opinion, advice, or statements made by parties other than Everbloom. Everbloom takes no responsibility and assumes no liability for any Content that you or any other user or third-party posts or sends using the App or Site. Under no circumstances will Everbloom be responsible for any loss or damage resulting from anyone’s reliance on information or other content posted using the Service.
The App, Site and Service are provided “as is,” without warranty of any kind. without limiting the foregoing, Everbloom expressly disclaims all warranties, whether express, implied or statutory, regarding the App, Site and Service including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement. Without limiting the foregoing, Everbloom makes no warranty or representation that access to or operation of the App, Site or Service will be uninterrupted or error free. You assume full responsibility and risk of loss resulting from your uploading, downloading, and/or use of files, information, content or other material sent to or obtained via the App, Site or Service. Some jurisdictions limit or do not permit disclaimers of warranty, so this provision may not apply to you.
In no event will Strucc, its affiliates, agents, directors, employees, suppliers, or licensors be liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount above amounts you paid to Strucc hereunder during the twelve (12) months preceding the events giving rise to the claim or $100USD, whichever is greater.
You agree to indemnify, defend, and hold harmless Strucc from any and all claims, liabilities, expenses, and damages, including reasonable attorneys' fees and costs, made by any third party related to: (a) your use or attempted use of the App, Site or Service; (b) your violation of any law or rights of any third party; or (c) your Content, including without limitation any claim of infringement or misappropriation of intellectual property or other proprietary rights.
If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
Strucc does not claim any ownership rights in the Content that you post on or through the Service. By displaying or publishing any Content on or through the Service, you hereby grant to Strucc a non-exclusive, fully paid and royalty-free, worldwide license to use, modify, delete from, add to, publicly perform, publicly display, reproduce and translate such Content, including without limitation distributing part or all of the Service in any media formats through any media channels, except that Content not shared publicly will not be distributed outside the Service.
You represent and warrant that: (i) you own the Content posted by you on or through the Service or otherwise have the right to grant the license set forth in this section, (ii) the posting and use of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person, and (iii) the posting of your Content on the Service does not constitute a breach of contract between you and a third party. You agree to pay for all royalties, fees, and any other monies owing to any person by reason of Content you post on or through the Service.
The Service contains Content of Strucc (the “Strucc Content”). Strucc Content is protected by copyright, trademark, patent, trade secret and other laws, and Strucc owns and retains all rights in the Strucc Content and the Service. Strucc hereby grants you a limited, revocable, non-sublicensable license to reproduce and display the Strucc Content (excluding any software code) solely for your personal use for purposes of viewing the Site and using the Service.
The Service contains Content of Users and other Strucc licensors. Except as provided within this Agreement, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any such third-party Content appearing on or through the Service.
Strucc performs technical functions necessary to offer the Service, including but not limited to transcoding and/or reformatting Content to allow its use throughout the Service.
Although the Service is normally available, there will be occasions when the Service will be interrupted for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and equipment that are beyond the control of Strucc. Also, although Strucc will normally only delete Content that violates this Agreement, Strucc reserves the right to delete any Content for any reason, without prior notice. Deleted content may be stored by Strucc in order to comply with certain legal obligations and is not retrievable without a valid court order. Consequently, Strucc encourages you to maintain your own backup of your Content. In other words, Strucc is not a backup service. Strucc will not be liable to you for any modification, suspension, or discontinuation of the Service, or the loss of any Content.
With respect to Content you submit or make available for inclusion on publicly accessible areas of the Service, the license to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content exists only for as long as you elect to continue to include such Content on the Service and will terminate at the time you remove or Strucc removes such Content from the Service.
Strucc reserves the right to feature any story or Content that is publicly shared to the Everbloom social network.
Publicly accessible areas of the App, Site or Service are those areas of the Strucc network of properties that are intended by Strucc to be available generally to all Everbloom Users.
By submitting ideas, suggestions, documents, and/or proposals (“Contributions”) to Strucc through the App, Site or Service, or through our email, or social media accounts, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) Strucc is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) Strucc shall be entitled to use or disclose, or choose not to use or disclose, such Contributions for any purpose, in any way, in any media worldwide; (d) Strucc may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of Strucc without any obligation to you; and (f) you are not entitled to any compensation or reimbursement of any kind from Strucc under any circumstances.
You agree not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion or use of, or access to, the Service.
Strucc may from time to time, in its sole discretion, make updates, modifications, supplements or new versions of the Service or portions thereof available to you under this Agreement for the purpose of, among other things, distributing bug fixes, patches and feature improvements. Notwithstanding the foregoing, Strucc does not have any obligation to provide any bug fixes, modifications, updates or technical or end user support for the Service.
You acknowledge that the App, Site or Service may automatically collect certain information, data and statistics relating to your use of the Service, and compiles such information, data and statistics. Strucc reserves the right to use such information, data and statistics in the course of Strucc’s business, and you hereby agree to such use. Unless specifically agreed in writing by Strucc, Strucc is not responsible for, and hereby disclaims all warranties relating to, the storage of any data for use with the Service.
Strucc has no duty to resist any effort by law enforcement officials to obtain information relating to you and your use of the Service. Strucc reserves the right to disclose any information necessary to satisfy any such law enforcement requests, warrants, subpoenas or court orders.
23.1 Illegal Activities:
You shall not use the Service in any way that involves the sale of counterfeit or stolen items or that would involve any illegal activities. If illegal activity is detected, Strucc may seize or terminate the NFT and prevent you from accessing the App, Site or Service. Strucc may also hold transaction funds if the Seller has benefited from a fraudulent transfer.
You shall not provide any communication to the App, Site or Service, directly or indirectly, that contains any programming intended to damage, interfere with, intercept or expropriate any system, data or personal information.
You shall cooperate with any investigation by Strucc concerning any activities related to the App, Site or Service and shall promptly provide any and all requested information to Strucc in conjunction with any investigation.
Strucc may amend these Terms at any time by posting the amended Terms on the App or Site. The amended Terms will become effective once posted on the App or Site for any transactions beginning after the amended Terms have been posted. The amended Terms shall be effective for any ongoing transactions if you continue to use the App or Site after the amended Terms have been posted.
All notices to Strucc must be submitted electronically to email@example.com or via certified mail to 39 Marbury Ave., Pawtucket, RI 02860. Strucc shall provide notice to you by posting on the App or Site or via email to the email address you provided upon registration of your user account.
You may not assign or transfer these Terms or any of your rights or obligations under these Terms without the prior written consent of Strucc. Strucc may refuse any assignment at its sole discretion.
23.7 Governing Law and Venue:
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Rhode Island. All disputes relating to these Terms, including disputes related to any transactions conducted using the App or Site, shall be resolved in the state or federal courts in the State of Rhode Island, County of Providence, unless the parties to the dispute agree otherwise.
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall not be affected.
These Terms constitute an individual consent by you to be bound by these Terms and is the entire agreement between you and Strucc with regard to the subject matter hereof, and any and all other written or oral agreements or understandings previously existing between you and Strucc with respect to such subject matter are hereby cancelled. If you enter into a purchase agreement or other formal agreement with Strucc, the terms of that agreement shall control where inconsistent with these Terms.
Although the Service may be accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on the Service are available to all persons or in all geographic locations or are appropriate or available for use outside the United States. Strucc reserves the right to limit, in its sole discretion, the provision of the Service or any feature thereof to any person or geographic area. Any offer for any feature, product or service made on the Service is void where prohibited. If you choose to access the Service from outside the United States, you do so on your own initiative, and you are solely responsible for complying with applicable local laws.
If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of these Terms, so that these Terms shall remain in full force and effect. Strucc’s failure to insist on or enforce strict performance of these Terms shall not be construed as a waiver by Strucc of any provision or any right it has to enforce these Terms, nor shall any course of conduct between Strucc and you or any other party be deemed to modify any provision of these Terms. These Terms shall not be interpreted or construed to confer any rights or remedies on any third parties.