Terms of Service

Last Updated: 2024-1-24

Overview

This site and related services are operated by Molecule Ag ("Molecule"). The following Terms of Service ("Terms") apply to the websites offered by Molecule, including any subsidiaries, as well as the associated Molecule services, including but not limited to Molecule IP-NFT mint(s), marketplace, Catalyst, our APIs, and any other software, tools, features, or functionalities provided on or in connection with our services ("Services"). These Terms govern your use of and access to the Services, including without limitation using our Services (i) to mint, view, explore, and create IP Tokens, (ii) to use our tools, at your own discretion, to purchase, sell, or transfer IP Tokens for your own purposes, or (iii) to connect directly with others to purchase, sell, or transfer IP Tokens on public blockchains.

"IP Tokens" in these Terms means tokens including intellectual property non-fungible tokens ("IP-NFTs"), bonded tokens from projects on Catalyst, or related digital items implemented on a blockchain or other distributed ledger technology.

"User", "you", and "your", as used in these Terms, means the user of the Services. If you use the Services on behalf of a third party, company, or other entity, you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to these Terms, and that you agree to these Terms on the entity's behalf.

Please read these Terms carefully. These Terms are a legal agreement between you and Molecule that affect your legal rights and explain your obligations, representations, and warranties related to your use of the Services. These Terms may be supplemented, modified, updated, or replaced by new or additional terms and conditions from time to time. In the event of a conflict between these Terms and any additional applicable terms Molecule may provide, such additional terms shall control. If Molecule makes material changes to these Terms, we will use reasonable efforts to provide notice of such changes, such as by providing notice through the Service or updating the "Last Updated" date at the beginning of these Terms.

By clicking to accept or use our Services, you are deemed to have accepted the application of these Terms. By accessing Molecule's websites or any related content or Services, you are confirming that you have read, understand, and agree to be bound by these Terms, without limitation. By continuing to access or use the Services, you confirm your acceptance of any revised Terms, and all of the terms incorporated therein. By using Molecule Services you represent and warrant that you are at least 18 years of age and recognized by law in your state or country of residence to be capable of entering into this legal agreement.

If you do not or cannot agree to these Terms, or if you do not understand these Terms, you must not access or use Molecule Services.

Molecule is not a wallet provider, exchange, broker, financial institution, money services business, or creditor. Molecule does not have custody or control over the IP Tokens or blockchains you are interacting with and requires you to use a third-party wallet to use our Services and to engage in transactions on blockchains.

Molecule is not a party to any agreement between or among any users. Molecule makes no representations or warranties, express or implied, as to the validity, enforceability, ownership, or quality of any IP Tokens, including but not limited to any warranties of merchantability, fitness for a particular purpose and noninfringement. In no event shall Molecule be liable for any claim, damages or other liability, whether in an action of contract, tort or otherwise, arising from, out of, or in connection with any IP Tokens created with Molecule Services. You bear full responsibility for verifying the identity, legitimacy, and authenticity of IP Tokens that you create using the Services, or that you purchase from third-party sellers using the Services.

Use of the Services

To access and use certain Services, including but not limited to Molecule IP-NFT mint(s), you will need a blockchain address and a third-party wallet. By using your wallet in connection with the Services, you agree that you are using that wallet under the terms and conditions of the applicable provider of the wallet. Molecule does not have custody or control over the contents of your wallet and has no ability to retrieve or transfer its contents. Molecule accepts no responsibility for, or liability to you, in connection with your use of a wallet and makes no representations or warranties regarding how the Services will operate with any specific wallet.

Molecule bears no responsibility for the security of your wallet or wallet credentials. You agree to immediately notify Molecule if you discover or otherwise suspect any security issues arising from the Services.

You represent and warrant that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using or accessing the Services. By using the Services, you also represent and warrant that (i) you are not subject to any sanctions administered by an agency of the U.S. Government, or any other government, (ii) you are not owned or controlled, directly or indirectly, by any person or entity that is subject to any sanctions administered by an agency of the U.S. Government, or any other government, and (iii) none of your officers, managers, directors, shareholders or authorized representatives are subject to any sanctions administered by an agency of the U.S. Government, or any other government.

You agree to provide Molecule with any information or documentation that Molecule reasonably requests of you, including but not limited to requests at the bequest of any government authority, as any applicable law or regulation dictates, or to investigate a potential violation of these Terms. You further agree that Molecule, in its sole and absolute discretion, may block your ability to access the Services until such additional information and documents are provided and you are deemed to be in compliance with these Terms, as determined by Molecule in its sole and absolute discretion.

You agree to hold Molecule harmless for any interruptions to Molecule Services that may arise from time to time, for any reason whatsoever.

Molecule Intellectual Property Rights

Unless made explicitly clear through the inclusion of an open-access copyright license on certain Molecule copyrighted content (e.g., Open Source software license, Creative Commons license), the content of Molecule websites or content arising from any Services to which Molecule is lawful owner may not be used for commercial purposes, distributed, modified, or made accessible to third parties. Any copies made of content under fair-use provisions must contain a Molecule copyright notice. Notices of protected rights may not be removed.

Subject to your compliance with these Terms, you are hereby granted a limited, non-exclusive, non-transferable, and personal license to access and use the Services. You are not granted any other license, express or implied, or any other rights to use Molecule content or other intellectual property unless you first obtain the written consent of Molecule or respective owner of the intellectual property, or unless such content is explicitly licensed under an open-access intellectual property license (e.g., Open Source software license, Creative Commons license), or other license.

User Intellectual Property Rights

With respect to any intellectual property that you own or control and that you create, submit, mint, post, or display in connection with Molecule Services, you grant Molecule a worldwide, non-exclusive, sublicensable, royalty-free license to use, copy, modify, and display any content, including but not limited to text, materials, images, legal agreements, files, questions, and data. For the avoidance of doubt, this includes any digital file, art, or other material linked to or associated with any IP Tokens that are displayed in connection with Molecule Services.

You represent and warrant that you own or control all rights, licenses, powers or authorities necessary to grant the aforementioned license. You represent and warrant that any content that you attach to an IP-NFT, IPTs, or project on Catalyst does not contain material subject to copyright, trademark, patent, trade secret, or other intellectual property rights, which you are not lawfully entitled to mint.

User Conduct

Molecule develops and offers its Services to empower the public, to facilitate the formation of collaborative ecosystems, and to democratize the governance and control of intellectual property. To empower our community, to protect the quality of Molecule Services, and to comply with our legal obligations, Molecule reserves all rights to take action, with or without advance notice, if you are believed to have violated these Terms. You acknowledge and agree that Molecule may remove the ability to view certain IP Tokens or projects connected with Molecule Services, disable the ability to use Molecule Services in connection with any IP Token or project, disable your ability to access Molecule Services, as well as any other action that Molecule may deem necessary.

You agree that you will not violate any law, contract, intellectual property or other third-party right, and that you are solely responsible for your conduct and content, while accessing or using the Services. You agree that Molecule bears no responsibility for ensuring your compliance with these Terms, nor any other user’s compliance with these Terms. If you believe that you, or any other user, are violating these Terms, you agree to promptly notify Molecule.

You also agree that you will not:

Impersonate any other user or represent yourself in any way that you are not legally authorized to do;
Use a wallet to engage in a transaction using Molecule Services that is owned or controlled, in whole or in part, by any other person;
Mint IP Tokens for the purpose of confusing others;
Mint IP Tokens that include intellectual property that you do not own or control;
Mint IP Tokens that include hate speech, or that expresses any prejudice on the basis of ethnicity, religion, sexual orientation, gender, or similar grounds;
Mint IP Tokens that include pornography, or other NSFW content;
Access Services from a different blockchain address if we’ve blocked any of your other blockchain addresses from accessing Services, unless you have written permission from Molecule;
Distribute spam, including through sending unwanted IP Tokens to other users;
Interact with the Services in any way that could damage, disable, overburden, or impair the functioning of the Services;
Use Molecule Services for commercial purposes inconsistent with these Terms or any other instructions;
Use any automated means or interfaces not authorized by Molecule to access the Services, extract data, or otherwise interfere with or modify the rendering of Services;
Use the Services or data collected from our Services for any advertising or direct marketing activity;
Use the Services in connection with any money laundering, terrorist financing, or other illicit financial activity, or in any way in connection with the violation of any law or regulation that applies to you or to Molecule;
Use the Services, directly or indirectly, for, on behalf of, or for the benefit of, any natural or legal person that is the subject of any sanctions administered by an agency of the U.S. Government, or any other government;
Use the Services to carry out any financial activities subject to registration or licensing, including but not limited to creating, offering, selling, or buying securities, commodities, options, or debt instruments;
Use the Services to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity;
Infringe or violate the intellectual property rights or any other rights of others;
Use the Services for any illegal or unauthorized purpose;
Use the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services;
Access the Service using a Virtual Private Network (VPN), or similar technology that may mask or alter an IP address, geographic location, or any other identifying information, if you are doing so in order to use the Services in a way that violates these Terms.

You acknowledge and agree to do your own research and due diligence in connection with any intellectual property, including intellectual property attached to IP-NFTs, IPTs, or other tokens created or connected to the Services including but not limited to tokens on Catalyst. Molecule makes no representations as to the quality, validity, enforceability, merchantability, noninfringement, or lawfulness of any intellectual property connected to any IP Tokens.

You also acknowledge and agree that the use of VPNs poses potential risks to the security, integrity, and availability of the Service, and may violate applicable laws, regulations, or third-party agreements. Any attempt to access or use the Service through a VPN or similar technology is a violation of these Terms and may result in immediate termination or suspension of your account without prior notice.

Privacy Policy

Molecule's privacy policy is available here. Molecule values user privacy and takes all reasonable steps necessary to protect user privacy, in accordance with applicable law. By using Molecule Services, you agree that Molecule may use your data in accordance with any steps or measures that Molecule undertakes to comply with applicable law.

Takedown Notices

Molecule will take down pages for IP Tokens and any project using the Services in response to takedown notices or other intellectual property infringement claims that arise from any relevant law or regulation that applies to you or Molecule, including but not limited to the Digital Millennium Copyright Act (“DMCA”).

If you wish to file a takedown notice or other claim related to intellectual property infringement with respect to any piece of intellectual property that you own or control, please submit written notice to info@molecule.to

Such notices must include (i) identification of intellectual property right that you own or control, and that you believe is being infringed, (ii) identification of the work (e.g., IP-NFT, IPT, or project on Catalyst) that you believe is infringing your intellectual property, (iii) your full legal name and email address, and (iv) a statement of your good-faith belief of intellectual property infringement and a representation, under penalty of perjury, that you own or control the intellectual property that you allege is being infringed.

Export Controls and Anti-Money Laundering

You agree that you will not use the Services to export, or re-export, directly or indirectly, any intellectual property, technology, or other information to any country for which the United States, any member of the European Union, or any other relevant jurisdiction, requires any export license or other governmental approval at the time of export unless you have first obtained such license or approval. By using the Services, you represent and warrant that you are not personally subject to any export controls, whether by being personally named on an export control list or residing in a jurisdiction subject to such export controls.

You agree that you will not use Molecule Services for any form of illicit activity, including money laundering or terrorist financing. By using the Services, you represent and warrant that you are not involved in any such activity.

Limitation of Liability

Molecule administers and maintains its Services with due care. However, Molecule provides no guarantees or warranties that the information provided through Molecule Services is complete or accurate.

You agree that you are responsible for all of your actions on, or in connection with, Molecule Services. To the fullest extent provided by law, you agree that in no event will Molecule, its subsidiaries or affiliates, and their licensors, service providers, employees, agents, officers, and directors be liable to you or any third party for any lost profit, or any indirect, consequential, exemplary, incidental, special, or punitive damages arising from your use of Molecule Services. The foregoing does not affect any liability that cannot be excluded or limited or under applicable law.

Notwithstanding the limitations of liability and waivers contained in these Terms, in no event shall the maximum aggregate liability of Molecule, arising out of or in any way related to these Terms or Molecule Services, exceed the greater of (i) $100 USD, or (ii) the payments received by Molecule for administering Services directly related to any claim.

Indemnification

You agree to indemnify and hold harmless Molecule, its subsidiaries or affiliates, and their licensors, service providers, employees, agents, officers, and directors from and against any and all claims, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising from or relating to any use you make of Molecule Services, including but not limited to any interactions or transactions between you and any other user, or your breach of these Terms.

Governing Law

These Terms and your access to and use of Molecule Services, shall be governed by, construed, and enforced in accordance with the laws of Switzerland, without regard to any conflict of law rules or principles.

Although Molecule Services may be available in other jurisdictions, you hereby acknowledge and agree that such availability, including any use you make of Molecule Services arising from such availability, shall not be deemed to give rise to general or specific jurisdiction over Molecule in any forum outside of Switzerland.

Dispute Resolution and Agreement to Arbitration

You agree to inform Molecule immediately at legal@molecule.to if you have any potential legal dispute, claim, or cause of action against Molecule in connection with your use of Molecule Services, prior to initiating any legal proceedings. You agree to use commercially reasonable efforts to negotiate and resolve any such dispute with Molecule, without litigation or initiating arbitration, over the course of at least 60 days, from the time upon which you first notified Molecule of your potential dispute, if Molecule requests to engage in negotiations.

If any such claim is not resolved within 60 days, you agree that any formal cause of action shall be brought and resolved through binding arbitration.

You agree that the aforementioned binding arbitration shall apply to any dispute, claim, or cause of action relating in any way to your access or use of Molecule Services or relating in any way to these Terms. You agree that such arbitration shall be used to reach a final settlement regarding any such dispute, rather than litigation through court. The arbitrator, and not any federal, state, or local court, nor any agency nor other governmental authority, shall have exclusive authority to resolve any such dispute.

Either you or Molecule may initiate arbitration proceedings by delivering written notice to the other party, whereupon the parties shall reasonably cooperate to select an arbitrator and submit the relevant dispute to such arbitrator. The arbitration shall be conducted by JAMS, an established alternative dispute resolution provider, and governed by JAMS most current arbitration rules (available at jamsadr.com). If JAMS is not available to arbitrate, the parties will reasonably cooperate to select an alternative arbitral forum. You agree that each party is responsible for its own costs, including legal fees, in connection with the arbitration, and that the parties will evenly split the costs required by JAMS to conduct the arbitration. The parties may agree to have the arbitration conducted by telephone or videoconference, based on written submissions, or in person at a mutually agreed upon location that is reasonably convenient to each party.

You agree that the arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity, that any award rendered by the arbitrator shall be written and well reasoned, and that any judgment shall be binding on the parties. Any such judgment rendered by the arbitrator may be entered in any court of competent jurisdiction.

You and Molecule hereby waive any constitutional or statutory rights to sue in court and have a trial in front of a judge or jury. You and Molecule are instead electing to resolve any and all claims or disputes through the arbitration provisions set forth in these Terms. You hereby acknowledge, represent, and warrant that you understand that there is no judge or jury in arbitration and that court review of an arbitration award is limited.

You hereby agree that any arbitration or other permitted action shall be conducted in your individual capacity only and not as a class action, or other representative action. You hereby expressly waive your right to file a class action or seek relief on a class basis. Only individual relief is available and claims of more than one user, person, or entity cannot be arbitrated or consolidated with those of any other user, person or entity. If a decision is issued stating that applicable law precludes enforcement of any part of this subsection's limitations as to a given claim for relief, then that claim must be severed from the arbitration and brought in the courts of Switzerland. All other claims shall be arbitrated.

Termination

If you breach any of the provisions of these Terms, all licenses granted by Molecule to you will terminate automatically. Notwithstanding anything contained in these Terms, Molecule reserves the right, with or without notice and in Molecule's sole discretion, to suspend, disable, terminate, or otherwise block your ability to access or use Molecule Services at any time and for any reason. You acknowledge and agree that Molecule shall have no liability or obligation to you upon such termination.

Severability

If any provision of these Terms, or the application of any such provision to any person or set of circumstances, is held invalid or unenforceable, then that provision will be severable from these Terms and will not affect the validity or enforceability of any remaining part of that provision, or any other provision set forth in these Terms.

Entire Agreement

These Terms constitute the entire agreement between you and Molecule relating to your access to and use of Molecule Services and supersede all prior or contemporaneous agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

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