Terms of Service

Welcome

Last Updated: May 9, 2022

Hey you! Welcome to HeyLayer, an NFT minting and marketplace haven, where you, (the “Content Creators” “Purchasers,” “Owners,” and collectively with others using the Site - “Users” ) can mint, store, sell, and purchase your own digital art creation on the Stacks blockchain.

These Terms Set Forth a Legally Binding Agreement

Please read these Terms of Service (these “Terms” or this “Agreement”) carefully. This Agreement is between you and Layer Technologies, Inc., a Delaware corporation (“HeyLayer,” the “Company,” or “we” and, together with you, the “Parties”). These Terms govern your account (the “Account”) created with us and your use of the website located at HeyLayer.com (the “Site”), and all related tools, mobile applications, web applications, decentralized applications, smart contracts and APIs, including, without limitation, successor website(s) or application(s) thereto (the “Platform”) and the services performed by us on the Platform (the“Services”).

THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE PLATFORM. BY ACCESSING OR USING THE SITE, SERVICES OR SMART CONTRACTS, YOU ACCEPT THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, YOU ARE PROHIBITED FROM ACCESSING THE SITE, USING THE SERVICES OR TRANSACTING ON THE PLATFORM. YOU FURTHER REPRESENT AND WARRANT THAT YOU ARE OTHERWISE LEGALLY PERMITTED TO USE THE SERVICES IN YOUR JURISDICTION AND THAT THE COMPANY IS NOT LIABLE FOR YOUR COMPLIANCE WITH SUCH APPLICABLE LAWS.

Privacy Policy

Our Privacy Policy found here describes the ways we collect, use, store and disclose your personal information, and is hereby incorporated by this reference into these Terms. You agree to the collection, use, storage and disclosure of your data in accordance with our Privacy Policy.

The Platform

Transactions Are Recorded on the Public Stacks Blockchain and the Public Bitcoin Blockchain

Transactions that take place on the Platform are managed and confirmed via the Stacks blockchain. The Content Creator understands that their Stacks public address will be made publicly visible whenever they engage in a transaction on the Platform. We neither own nor control the Stacks network, or any other third party site, product or service that the Content Creator might access, visit or use for the purpose of enabling them to use the various features of the Platform. We will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that the Content Creator may suffer as a result of their transactions or any other interaction with any such third party.

The Platform Is the Property of the Company

You acknowledge and agree that we (or, as applicable, our licensors) own all legal right, title and interest in and to all elements of the HeyLayer Platform. The graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, compilation of the content, code, data and all other elements of the Platform are owned by the Company and are protected by copyright, trade dress, patent and trademark laws, international conventions, other relevant intellectual property and proprietary rights and applicable laws. Except as expressly set forth herein, your use of the Platform does not grant you ownership of or any other rights with respect to any content, code, data or other materials that you may access on or through the Platform. We reserve all rights in and to the HeyLayer materials all such elements not expressly granted to you in the Terms.

The Company May Use and Share All User’s Feedback

You may choose to submit comments, bug reports, ideas or other feedback about the Platform, including, without limitation, about how to improve the Platform (collectively, “Feedback”). By submitting any Feedback, you agree that we are free to use such Feedback in our discretion and without additional compensation to you, and to disclose such Feedback to third parties (whether or not on a non-confidential basis). You hereby grant us a perpetual, irrevocable, non-exclusive, worldwide license under all rights necessary for us to incorporate and use Feedback for any purpose.

External Sites

The Platform or Site may include hyperlinks to other websites or resources (collectively, “External Sites”), which are provided solely as a convenience to our users. We have no control over any External Site. You acknowledge and agree that we are not responsible for the availability of any External Site, and that we do not endorse any advertising, products or other materials on or made available from any External Site. Furthermore, you acknowledge and agree that we are not liable for any loss or damage which may be incurred as a result of the availability or unavailability of the External Sites, or as a result of any reliance placed by you upon the completeness, accuracy or existence of any advertising, products or other materials on, or made available from, any External Site.

User Account and Security

User Agrees to Provide Accurate Registration Information

You must provide accurate and complete registration information when you create an account for the Platform. By creating an account, you agree to provide accurate, current and complete account information about yourself, and to maintain and promptly update as necessary your account information.

User is Responsible for Account Security

You are solely responsible for the security of your HeyLayer account. You agree to always maintain adequate security and control of all of your Account details, passwords, personal identification numbers or any other codes that you use to access the Platform or the Services. You must ensure that Account(s) registered under your name will not be used by any other person. You must notify us immediately of any breach of security, loss, theft or unauthorized use of your username, password or security information at [email protected] .

We May Suspend Hacked Accounts

The Company reserves the right to terminate, suspend or restrict your access to any Account if there is reasonable suspicion by us that the person logged into your Account is not you or if we suspect that the Account has been or will be used for any illegal, fraudulent or unauthorized purpose. Under no circumstance shall we or indemnified persons in accordance with these Terms be responsible or liable for any direct or indirect losses (including loss of profits, business or opportunities), damages or costs suffered by you or any other person or entity due to any such termination, suspension or restriction of access to your Account.

You May Not Use the Platform for Illegal Activity

You agree to use the Platform only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations. Without limitation, you may not, and may not allow any third party to: (i) send, upload, distribute or disseminate any unlawful, defamatory, harassing, abusive, fraudulent, obscene or otherwise objectionable content; (ii) undertake any unlawful activity which would violate, or assist in violation of, any law, statute, ordinance or regulation, sanctions program administered in any relevant country, including but not limited to the U.S. Department of Treasury’s Office of Foreign Assets Control or which would involve proceeds of any unlawful activity; (iii) distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes or any other items of a destructive or deceptive nature; (iv) impersonate another person (via the use of an email address or otherwise); (v) upload, post, transmit or otherwise make available through the Platform any content that infringes the intellectual proprietary rights of any party; (vi) operate to defraud us, other Content Creators or any other person or provide false, inaccurate or misleading information; (vii) use the Platform to violate the legal rights (such as rights of privacy and publicity) of others; (viii) engage in, promote or encourage illegal activity (including, without limitation, terrorism, tax evasion or money laundering); (ix) interfere with another individual’s or entity’s access to or use of the Platform; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights or privacy, publicity or intellectual property) of others; incite, threaten, facilitate, promote or encourage hatred, racial intolerance or violent acts against others; harvest or otherwise collect information from the Platform about others, including, without limitation, email addresses, without proper consent; (x) exploit the Platform for any unauthorized commercial purpose; (xi) modify, adapt, translate or reverse engineer any portion of the Platform; (xii) remove any copyright, trademark or other proprietary rights notices contained in or on the Platform or any part of it; (xiii) reformat or frame any portion of the Platform; (xiv) display any content on the Platform that contains any hatred-related or violent content or contains any other material, products or services that violate or encourage conduct that would violate any criminal laws, any other applicable laws or any third-party rights; (xv) use any robot, spider, site search/retrieval application or other device to retrieve or index any portion of the Platform or the content posted on the Platform or to collect information about its users for any unauthorized purpose; (xvi) create user accounts by automated means or under false or fraudulent pretenses; or (xvii) access or use the Platform for the purpose of creating a product or service that is competitive with any of our products or services.

User Must Be of Age

You affirm that you are over the age of 18, as the Platform is not intended for children under 18. IF YOU ARE 13 OR OLDER BUT UNDER THE AGE OF 18, OR THE LEGAL AGE OF MAJORITY WHERE YOU RESIDE IF THAT JURISDICTION HAS AN OLDER AGE OF MAJORITY, THEN YOU AGREE TO REVIEW THESE TERMS WITH YOUR PARENT OR GUARDIAN TO MAKE SURE THAT BOTH YOU AND YOUR PARENT OR GUARDIAN UNDERSTAND AND AGREE TO THESE TERMS. YOU AGREE TO HAVE YOUR PARENT OR GUARDIAN REVIEW AND ACCEPT THESE TERMS ON YOUR BEHALF. IF YOU ARE A PARENT OR GUARDIAN AGREEING TO THE TERMS FOR THE BENEFIT OF A CHILD OVER 13, THEN YOU AGREE TO AND ACCEPT FULL RESPONSIBILITY FOR THAT CHILD’S USE OF THE PLATFORM, INCLUDING ALL FINANCIAL CHARGES AND LEGAL LIABILITY THAT HE OR SHE MAY INCUR.

HeyLayer Platform Items

All digital content on the HeyLayer Platform is represented by a unique cryptographic token exclusively minted by us utilizing the Company’s smart contracts (the “Smart Contracts”) based on a Content Creator’s original artwork (an “NFT” or a “HeyLayer Platform Item”). Each HeyLayer Platform Item is forever tracked and stored on the Stacks blockchain and the Bitcoin blockchain, providing the owner of a HeyLayer Platform Item with a permanent record of authenticity and ownership.

Creating HeyLayer Platform Items

Artwork minted and sold on the HeyLayer marketplace may include, without limitation: visual works, audiovisual works, animations, audio, PDFs, documents, photographs, 3D works, GIFS and other creative digital works. Only digital content created on the HeyLayer Platform can be sold on the HeyLayer marketplace.

Becoming a HeyLayer Content Creator

Before displaying artwork on the HeyLayer Platform, each Content Creator represents that each NFT that is listed by the Content Creator on the Platform is based on an original work (an “Artwork”) that is owned by the Content Creator and which the Content Creator has full authority to list for sale on the HeyLayer marketplace.

Content Creator Minting

When a Content Creator’s artwork is minted using one or more Smart Contracts on the HeyLayer Platform the Content Creator must upload an original digital Artwork, provide information about the Artwork, authenticate the Artwork, initiate a request to a token-minting Smart Contract and – voila – a unique, cryptographic token representing a digital version of the Artwork is minted.

Content Creator Agrees to Mint only “Original” Works

By participating in the minting of an Artwork, a Content Creator expressly represents and warrants that the Artwork is an original creation. A Content Creator may not participate in the minting process of Artworks consisting of unlicensed or unauthorized copyrighted content, including any imagery, design, audio, video, human likeness or other unoriginal content not created by the Content Creator, not authorized for use by the Content Creator, not in the public domain or otherwise without a valid claim of fair use. A Content Creator may only have Artworks minted that they personally created and may not have any Artwork minted whose copyright ownership is unknown or disputed (i.e., commissioned works or “works made for hire”).

HeyLayer Copyright Community Guidelines

Copyright is the law of art. As a digital art platform, we take copyright law seriously and encourage our Content Creators to learn more about their rights. Please visit the HeyLayer Copyright Community Guidelines for more information on copyright law, the difference between “original” and “infringing” content and the fair use defense.

Content Creators Must Have Authority to Mint, Display and Sell the Work

Each Content Creator expressly represents and warrants that works minted on the HeyLayer Platform contain only original artistic content otherwise authorized for use by the Content Creator. Each Content Creator represents and warrants that the sale, display or performance of a minted HeyLayer Platform Item on the Platform does not violate any agreement, contract or obligation owed to a third party.

Content Creators May Be Removed from the Platform

Failure by a Content Creator to abide by these Terms and/or the Community Guidelines may result in, without limitation, suspension or deletion of the Content Creator’s account, revocation of the Content Creator’s privileges to initiate the minting of Artworks and other permissions to the HeyLayer Smart Contracts or Platform, taking down the Content Creator’s NFTs on the marketplace delisting and deleting the images of the Content Creator’s items on the Site, or paying monetary damages. We have the unilateral authority and discretion to remove, suspend or revoke a Content Creator’s access to the HeyLayer Smart Contracts or any other aspect of the Platform.

Content Creator Indemnifies and Releases the Company

Each Content Creator hereby agrees to indemnify the Company and be held liable for any claim against the Company arising out of the Content Creator’s breach of these Terms. Each Content Creator hereby releases and forever discharges the Company from any damages or causes of action resulting from a sale of any of the Content Creator’s listed HeyLayer Platform Items occurring after the Content Creator’s breach of these Terms.

Selling HeyLayer NFTs from the HeyLayer Marketplace

The HeyLayer Platform allows Content Creators to list their NFTs on the HeyLayer marketplace for the purpose of selling their HeyLayer NFTs to third parties (“Collectors”). Collectors can obtain HeyLayer Platform Items by purchasing at an established List Price or through the auction process. HeyLayer Platform Items may be offered for immediate acceptance at a List Price (in STX) established by the Content Creator. Alternatively, Content Creators and Owners may list the NFTs for sale through an auction. Collectors can purchase HeyLayer Platform Items through the HeyLayer marketplace using either US dollars or STX to a Smart Contract configured to initiate a transfer of the HeyLayer Platform Item plus additional fees.

Breakdown of Ways Content Creators Can Mint and List NFTS

When a Content Creator decides to initiate the minting process, she has four options from which to choose. The Content Creator may:

1. List the NFT for immediate sale and accept STX as the only payment method. By choosing this option, HeyLayer will not get involved in the minting process. The Content Creator will mint the NFT herself using her wallet and the NFT will be stored in her own wallet. The Content Creator will have full ownership rights to the NFT as well as have full control over the storage of her NFT before sale.
2. List the NFT for immediate sale and accept USD as the only payment method. This will trigger our involvement in the minting process to ensure that payments to the Content Creator are settled without issue. For a Content Creator to accept USD as a payment method, HeyLayer will have to mint the NFT on behalf of the Content Creator, and we will hold the NFT in our wallet. HeyLayer will “own” the NFT until it is sold to a Collector, meaning HeyLayer will have control over the storage of the NFT before sale. However, the Content Creator will maintain full IP ownership of the NFT from the moment HeyLayer mints it.
3. List the NFT for sale as an auction item. This will trigger our involvement in the minting process to ensure that payments to the Content Creator are settled without issue. For a Content Creator to list the NFT as an Auction item, HeyLayer will have to mint the NFT on behalf of the Content Creator, and we will hold the NFT in our wallet. HeyLayer will “own” the NFT until it is sold to a Collector, meaning HeyLayer will have control over the storage of the NFT before sale. However, the Content Creator will maintain full IP ownership of the NFT from the moment HeyLayer mints it.
4. Mint the NFT without listing it for sale in any way. By choosing this option, the Content Creator will mint the NFT herself using her wallet, and it will be stored in her own wallet. HeyLayer does not get involved in the minting process, and the Content Creator maintains full ownership rights of the NFT.

HeyLayer Prices & Fees

Items sold on the HeyLayer marketplace will be sold either at the price fixed by the Content Creator and embedded in a Smart Contract tied to the NFT or as an auction item where Collectors can bid on an Item and the Content Creator can, in her discretion, accept or reject the bid. Once a bidding period expires, a sale is initiated. Every transaction on the HeyLayer marketplace is subject to fees collected by HeyLayer. All fees are collected and distributed at the time of the purchase of a HeyLayer Platform Item by operation of the Smart Contracts.

Primary Sales

• The Content Creator receives 90% of the total Sale Price for Sales.
• HeyLayer collects 10% of the total Sale Price as a commission.

Secondary Market Sale

• Artists receive a 5% Royalty based on the total Sale Price for Secondary Market Sales paid by the Collector who sells the HeyLayer Item.
• The Royalty is deducted from the total Sale Price at the time of the purchase by operation of the Smart Contracts. For example, a Collector selling a HeyLayer Item for 1 STX on the Secondary Market will receive only 0.85 STX, with the Artist of the HeyLayer Item receiving the remaining 0.05 STX as a Royalty.

Content Creator Agrees to the Automated Collection and Disbursement of Fees by the Smart Contracts

You acknowledge and agree that all fees, commissions and royalties are transferred, processed or initiated directly through one or more Smart Contracts on the Stacks blockchain network. By transacting on the Platform and by using the Smart Contracts, you hereby acknowledge, consent to and accept all automated fees, commissions and royalties for the sale of Items on the HeyLayerPlatform. You hereby consent to and agree to be bound by the Smart Contracts’ execution and distribution of the fees and commissions. You hereby waive any entitlement to royalties, commissions or fees paid to another by operation of the Smart Contracts.

Users Consent to Automated Royalties to Artists

The User consents to the automated collection and disbursement to Artists of royalties for Secondary Market sales of HeyLayer Items. The User hereby waives any first sale defense or argument with respect to Secondary Market activities resulting in a royalty to a HeyLayer Artist.

HeyLayer Makes No Representations on Price or Value

Users acknowledge and consent to the risk that the price of an item purchased on the HeyLayer marketplace may have been influenced by User activity outside of the control of the HeyLayer Platform. HeyLayer does not represent, guarantee, or warrant the accuracy or fairness of the price of any HeyLayer Item sold or offered for sale on or off of the marketplace. The User agrees and acknowledges that HeyLayer is not a fiduciary nor owes any duties to any User of the platform, including the duty to ensure fair pricing of HeyLayer items or to police User behavior on the marketplace.

No Representations on Price or Value

The Content Creator is solely responsible for setting the price of each NFT for immediate sale items. For auction items, Collectors have the chance to place their own bids. Whichever Collector bids the highest before the auction period ends will get the NFT. The Company does not represent or warrant the accuracy or fairness of the price of any HeyLayer Platform Item sold or offered for sale on or off of the HeyLayer marketplace. You agree and acknowledge that the Company is not a fiduciary and owes you no duty, including the duty to ensure fair pricing of HeyLayerPlatform Items or to police behavior on the HeyLayer marketplace.

Stacks Transaction Fee

All transactions on the HeyLayer Platform, including, without limitation, initiating the minting process, tokenizing, bidding, listing, offering, purchasing and confirming, are facilitated by Smart Contracts existing on the Stacks network. The Stacks network requires the payment of a transaction fee for every transaction that occurs on the Stacks network, and thus every transaction occurring on the HeyLayer Platform. The value of the transaction fee changes, often unpredictably, and is entirely outside of our control. Recently, the fees have ranged between .000014 STX and .000050 STX. However, those prices are subject to change, and this range should not be relied upon as a full measure of Content Creator transaction fees. HeyLayer may in its discretion choose to cover the fees, but it has no obligation to do so in any particular transaction. Each Content Creator acknowledges that under no circumstances will a contract, agreement, offer, sale or other transaction on the Platform be invalidated, revocable, retractable or otherwise unenforceable on the basis that the transaction fee for the given transaction was unknown, too high or otherwise unacceptable. You also acknowledge and agree that transaction fees are non-refundable under all circumstances.

Taxes

You are responsible to report and pay all sales, use, value-added and other taxes, duties and assessments now or hereafter claimed or imposed by any governmental authority associated with your use of the Platform (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, sale or creation of any Artwork).

Marketplace Transactions

Marketplace Transactions are Executed by Smart Contracts

To initiate a transaction on the HeyLayer marketplace, you must voluntarily invoke one or more Smart Contract operations from a Stacks Wallet. Each transaction on the HeyLayer marketplace, including, but not limited to, each transfer, offer, listing, sale or purchase of a HeyLayerPlatform Item is initiated through one or more Smart Contracts at your sole discretion and complete risk. The Smart Contracts are configured to facilitate the execution of a voluntary offer, an acceptance of an offer or other confirmation to purchase, sell, list or transfer a HeyLayerPlatform Item. The Content Creator acknowledges the risk of Smart Contracts and agrees to be bound by the outcome of any Smart Contract operation by invoking, calling, requesting or otherwise engaging with the Smart Contract, whether or not the Smart Contract behaves as the Content Creator expects.

You Acknowledge the Risk of Smart Contracts and Blockchain Technology

HeyLayer marketplace transactions, including, but not limited to, listings, offers, bids, acceptances and other operations through the Site, utilize experimental smart contract and blockchain technology, including non-fungible tokens, cryptocurrencies, consensus algorithms and decentralized or peer-to-peer networks and systems. You acknowledge and agree that (i) such technologies are experimental, speculative and inherently risky and (ii) the HeyLayer Smart Contracts may be subject to bugs, malfunctions, timing errors, hacking and theft or changes to the protocol rules of the Stacks blockchain (i.e., "forks"), which can adversely affect the smart contracts and may expose you to a risk of total loss, forfeiture of your digital currency or HeyLayer Platform Items, or lost opportunities to buy or sell HeyLayer Platform Items. The Company assumes no liability or responsibility for any such Smart Contract or related failure, risk or uncertainty.

You Assume the Risk of Interacting with Smart Contracts

You hereby acknowledge and assume the risk of initiating, interacting with and participating in marketplace transactions and take full responsibility and liability for the outcome of any transaction you initiate, whether the Smart Contracts, the HeyLayer Site or other market participants behave as expected or intended. You hereby represent that you are knowledgeable, experienced, and sophisticated in using blockchain technology.

No Attacking or Interfering with the Smart Contracts

You are forbidden from engaging in any attack, hack, denial-of-service attack, interference or exploit of any HeyLayer Smart Contract. Operations performed by you that are technically permitted by a HeyLayer Smart Contract may nevertheless be a violation of our Terms and the law.

We Make No Representations or Warranties

HeyLayer makes no representations or warranties, express or implied, written or oral, including any representations or warranties of title, non-infringement, functionality, merchantability, usage, security, suitability or fitness for any particular purpose, workmanship or technical quality of any HeyLayer Platform Item or work, Smart Contract code or software.

The Company is Not Liable for the Outcome of Any Marketplace Transaction

The Company shall not be liable to you for contract, tort or any other types of damages, including indirect, special, incidental, consequential, punitive or exemplary damages arising out of or related to participation in or the outcome of a marketplace transaction, whether or not we have been advised or knew of the possibility of such damages. Our liability for damages under this Agreement shall in all cases be limited to, and under no circumstances shall exceed, the amount of proceeds actually received by HeyLayerus arising from the damage after deducting all costs, fees and liabilities incurred by us or on our behalf.

We May Modify these Terms and the Smart Contracts

We reserve the right, in our sole and absolute discretion, to amend, modify, alter or supplement these Terms and the Smart Contracts accessible through the Site from time to time.

Marketplace Conduct

Conduct

The HeyLayer marketplace is a transparent and open digital art marketplace that depends on the honest participation of all Users.

Users are Prohibited from Manipulating Market Prices

Users are expressly forbidden from accepting, soliciting, or engaging with the Smart Contracts, or otherwise transacting on or off of the HeyLayer Platform with the intent to artificially devalue, inflate, or otherwise deceptively influence, misrepresent, or cause to be misrepresented the price a HeyLayer Item, groups of HeyLayer Items, or HeyLayer Items created by particular Artists.

Users are Prohibited from Purchasing Their Own Works

HeyLayer Artists, Owners, and Collectors are expressly forbidden from bidding, purchasing, or making offers on their own listed or offered HeyLayer Items, especially for the purpose of artificially influencing the price of the listed Item(s).

Users are Prohibited from Anticompetitive Conduct

Users are generally forbidden from engaging any deceptive conduct that may prevent competitive or fair bidding, artificially inflate or deflate the price of a work, simulate demand for a work (i.e, "wash trading"), or any other anti-competitive bidding conduct such as but not limited to “puffing,” “chill bidding,” “shill bidding,” “sham bidding,” or “sock puppet bidding.”

Users are Prohibited from Using the Marketplace to Conceal Economic Activity

Users are expressly forbidden from selling works, purchasing a work, or engaging in any other marketplace transaction for the purpose of concealing economic activity, laundering money, or financing terrorism. For example, and without limitation, Users are forbidden from using the Platform and any Smart Contract to conceal or transfer proceeds or assets relating to criminal activity or to pay for a Item for any other reason than to obtain the Item. All Users expressly represent and warrant by performing transaction involving the HeyLayer Site or Smart Contracts that their actions are legal under United States law and the jurisdiction from which they initiate the transaction.

Users Agree to Report Suspicious Market Activity

Users agree to report suspicious market activity of other HeyLayer Users. If a User suspects that one or more HeyLayer Users are in violation of these Terms, the User should promptly inform the HeyLayer team at [email protected].

The Content Creator’s Rights and Restrictions

The Content Creator owns all legal right, title and interest in all intellectual property rights to Artworks underlying HeyLayer Platform Items minted by the Content Creator or HeyLayer on the Platform, including, but not limited to, copyrights and trademarks. As the copyright owner, the Content Creator enjoys several exclusive rights to the Work, including the right to reproduce, the right to prepare derivative works, the right to distribute and the right to display or perform the Artwork. Subject to and in accordance with these Terms, the Content Creator hereby acknowledges, understands and agrees that minting an Artwork on the Platform constitutes an express and affirmative grant of the limited license rights to the Artwork to all subsequent owners of the HeyLayer Platform Item, as provided herein.

Content Creator Agrees Not to Mint Multiple Tokens for the Same Artwork

HeyLayer Platform Items are unique, meaning that there should only ever be one digital token for a given Artwork. The Content Creator hereby acknowledges, understands and agrees that minting an Artwork on the Platform constitutes an express representation, warranty and covenant that the Content Creator has not, will not and will not cause another to, mint, tokenize or create another cryptographic token representing a digital collectible for the same Work, excepting, without limitation, the Content Creator’s ability to mint, tokenize or create a cryptographic token or other digital asset representing a legal, economic or other interest relating to any of the exclusive rights belonging to the Content Creator under copyright law.

Content Creator Grants the Company a License to All Minted Works

The Content Creator hereby acknowledges, understands and agrees that minting an Artwork on the Platform constitutes an express and affirmative grant to the Company, its affiliates and successors a non-exclusive, world-wide, assignable, sublicensable, perpetual and royalty-free license to make copies of, display, perform, reproduce and distribute the Artwork on any media, whether now known or later discovered, for the broad purpose of operating, promoting, sharing, developing, marketing and advertising the Platform, the Site or any other purpose related to the HeyLayer Platform or business, including, without limitation, the express right to: (i) display or perform the Artwork on the Site, a third party platform, social media posts, blogs, editorials, advertising, market reports, virtual galleries, museums, virtual environments, editorials or to the public; (ii) create and distribute digital or physical derivative works based on the Work, including, without limitation, compilations, collective works and anthologies; (iii) indexing the Work in electronic databases, indexes, catalogues, the Smart Contracts or ledgers; and (iv) hosting, storing, distributing and reproducing one or more copies of the Work within a distributed file-keeping system, node cluster or other database (e.g., IPFS) or causing, directing or soliciting others to do so.

Content Creator Releases the Company from Copyright Claims

You irrevocably release, acquit and forever discharge the Company and its subsidiaries, affiliates, officers and successors of any liability for direct or indirect copyright or trademark infringement for the Company’s use of an Artwork in accordance with these Terms.

Copyright Infringement Complaints Under the Digital Millennium Copyright Act

We respect the intellectual property rights of others. It is our policy to respond promptly to any claim that any NFT minted or posted on the Site infringes the copyright or other intellectual property rights of any person. The Company will use reasonable efforts to investigate notices of alleged infringement and will take appropriate action under the Digital Millennium Copyright Act (as amended, the “DMCA”) and these Terms, including removing or disabling access to Artworks claimed to be infringing and/or terminating accounts and access to the Site.

The DMCA Process and Procedure

The DMCA provides a process for a copyright owner to notify an online service provider concerning alleged copyright infringement. When an effective DMCA notification is received, the online service provider is required to take down the offending content. On taking down content under the DMCA, we will take reasonable steps to contact the Content Creator responsible for minting the removed content so that a counter notification may be filed if applicable. On receiving a valid counter notification, we will generally restore the content in question, unless we receive notice that a legal action has been filed seeking a court order to restrain the alleged infringer from engaging in the infringing activity. Our Privacy Policy does not protect any information contained in any DMCA notice or counter notification. If you have any questions about your rights, copyright infringement or the notification and counter notification process under the DMCA, we recommend that you speak with an attorney.

Any person who knowingly materially misrepresents that any Artwork infringes or that any material or activity was removed or disabled by mistake or misidentification, shall be liable to us and possibly others for any damages, including costs and attorneys’ fees incurred by us in removing or disabling access to the material or activity claimed to be infringing or in replacing the removed material or enabling access to it.

Where to Send a DMCA Request

You must submit any DMCA notice or counter notifications to us by email.

Email Address: [email protected] Subject/Heading of Email: HeyLayer DMCA notice/counter notification.

DMCA Notices Must Comply with These Requirements

Official DMCA notices must provide all the information required by the DMCA in order to be effective. If your notice is ineffective, we may ignore it and have no obligation to remove the allegedly infringing content.

We Have the Right to Remove Allegedly Infringing Content

The Company reserves the right to remove any content that allegedly infringes another person's copyright or trademark rights, thereby restricting access to or visibility of the Artwork on the Site and restricting the owner's ability to sell, access or view the NFT. All transactions involving HeyLayer Platform Items are conducted with the knowledge and assumption of the risk that the Item may subsequently be removed from the Site and marketplace as a consequence of a DMCA dispute or a Content Creator’s violation of these Terms. The Company shall not be liable to a Content Creator that was subsequently taken down pursuant to a valid DMCA notice or a determination of a Content Creator’s violation of these Terms.

We Have the Right to Terminate Repeat Infringers’ Accounts

The Company has adopted a strict “repeat infringer” policy, which requires it to terminate a Content Creator’s access to the Site and Smart Contracts, including restricting minting privileges and terminating a Content Creator’s account if, under appropriate circumstances, the Content Creator is determined to be a repeat infringer. We also reserve the right to restrict a Content Creator’s account for reasons other than copyright infringement, such as, but not limited to, minting pornographic, obscene or hateful content, or excessive or suspicious minting conduct. We may at any time, without prior notice and in our sole discretion, remove such material and/or terminate a Content Creator’s account for submitting such material in violation of our Terms.

Infringers May Be Liable to Collectors and the Company

Content Creators expressly agree to refund to the Collector and/or HeyLayer the entire portion of stacks (STX) received from the sale of a HeyLayer Platform Item that was subsequently removed from the Site pursuant to an effective DMCA request to which the Content Creator failed to timely submit an effective DMCA counter notification. The Company, under any circumstance, will not be liable to any Collector or Content Creator for removing allegedly infringing works from the Platform or otherwise fulfilling its legal obligations under the DMCA.

Content Creator Agree to Cooperate

Content Creators expressly agree to cooperate and timely respond to our investigations, requests and inquiries related to DMCA disputes or allegations of infringement. Content Creators agree to initiate a “burn” transaction upon the Company’s request for Artworks that have been permanently removed from the HeyLayer marketplace pursuant to a valid DMCA Notice, or that are otherwise alleged to be infringing.

Disclaimers and Limitations on Our Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS AND LICENSORS DISCLAIM ALL WARRANTIES, CONDITIONS AND REPRESENTATIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THOSE RELATED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.

The Company Makes No Representations or Warranties

TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER THE COMPANY NOR ITS AFFILIATES MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SITE OR ABOUT PRODUCTS, THE VALUE OR TITLE OF HeyLayerPLATFORM ITEMS OR THE CONTENT OF ANY THIRD-PARTY WEBSITES OR SERVICES LINKED TO OR INTEGRATED WITH OUR SITE. NEITHER THE COMPANY NOR ITS AFFILIATES WILL HAVE ANY LIABILITY FOR ANY: (A) ERRORS, MISTAKES OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO OR USE OF THE SITE OR CONSUMPTION OF ANY PRODUCTS; (C) UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS OR OF ANY PERSONAL INFORMATION OR USER DATA; (D) INTERRUPTION OF TRANSMISSION TO OR FROM THE SITE; (E) BUGS, VIRUSES, TROJAN HORSES OR THE LIKE WHICH MAY BE TRANSMITTED ON OR THROUGH THE SITE OR SERVICES BY ANY THIRD PARTY; (F) LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR SHARED THROUGH THE SITE OR SERVICES; OR (G) LOSS OR DAMAGES CAUSED BY A USER’S VIOLATION OF THESE TERMS.

TO THE EXTENT PERMITTED BY LAW, NEITHER THE COMPANY NOR ITS AFFILIATES WILL BE RESPONSIBLE FOR LOST PROFITS, REVENUES OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES.

Limitation on Liability

TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF THE COMPANY AND ITS AFFILIATES FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE TOTAL AMOUNT YOU PAID TO US IN FEES OVER THE PRECEDING 12 MONTHS.

Some jurisdictions do not allow the exclusion of certain warranties and limitations of liability provided in this Section. If you are in such a jurisdiction, some of the above limitations and disclaimers may not apply to you. To the extent we may not, as a matter of applicable law, disclaim any implied warranty or limit our liabilities, the scope and duration of such warranty and the extent of our liability will be the minimum permitted by applicable law.

Assumption of the Risk

You Acknowledge the Risk of Cryptocurrency and Smart Contracts

YOU FURTHER REPRESENT AND WARRANT THAT YOU UNDERSTAND AND ARE WILLING TO ACCEPT THE RISKS ASSOCIATED WITH CRYPTOGRAPHIC SYSTEMS SUCH AS THE SMART CONTRACTS, THE STACKS BLOCKCHAIN, NON-FUNGIBLE TOKENS AND THE INTERPLANETARY FILE SYSTEM.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS A RESULT OF YOUR USE OF THE STACKS NETWORK, INCLUDING, BUT NOT LIMITED TO, ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR INCORRECTLY CONSTRUED SMART CONTRACTS OR OTHER TRANSACTIONS; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE PLATFORM, STACKS NETWORK OR STACKS-COMPATIBLE BROWSER OR WALLET.

We Are Not Responsible for Technical Errors on the Stacks Blockchain

THE COMPANY IS NOT RESPONSIBLE FOR LOSSES DUE TO BLOCKCHAINS OR ANY OTHER FEATURES OF THE STACKS NETWORK OR STACKS-COMPATIBLE BROWSER, INCLUDING, BUT NOT LIMITED TO, LATE REPORT BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE STACKS NETWORK, INCLUDING FORKS, TECHNICAL NODE ISSUES OR OTHER ISSUES HAVING FUND LOSSES AS A RESULT.

Upgrades by Stacks to the Stacks platform, a hard fork in the Stacks platform or a change in how transactions are confirmed on the Stacks platform may have unintended, adverse effects on all blockchains using the SIP-009 standard found here, including the HeyLayer ecosystem.

You Acknowledge the Risks of the Platform

You acknowledge that the Platform is subject to flaws and that you are solely responsible for evaluating any code provided by the Platform. This warning and others provided in this Agreement by HeyLayerus in no way evidence or represent an ongoing duty to alert you to all of the potential risks of utilizing or accessing the Platform. The Platform may experience sophisticated cyber-attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to or delays on the Platform. You agree to accept the risk of Platform failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks, and you agree not to hold us accountable for any related losses. We will not bear any liability whatsoever for any damage or interruptions caused by any viruses that may affect your computer or other equipment or any phishing, spoofing or other attack.

No Guarantee of the Value or Title of HeyLayer Platform Items

The prices of blockchain assets are extremely volatile. Fluctuations in the price of other digital assets could materially and adversely affect the value of your HeyLayer Platform Items, which may also be subject to significant price volatility. A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of the HeyLayerStacks ecosystem and therefore the potential utility or value of HeyLayerPlatform Items. The Platform, STX and digital assets could be impacted by one or more regulatory inquiries, regulatory actions or legislative policies which could impede or limit the ability of the Company to continue to develop the HeyLayer Platform, or which could impede or limit your ability to access or use the Platform or Stacks blockchain. HeyLayer Platform Items may be encumbered by actual or possible copyright or trademark claims against the Item.

User Acknowledges Financial Risk of Digital Assets

Use of the Platform, including creating, buying or selling trading digital assets, may carry financial risk. Digital assets are, by their nature, highly experimental, risky and volatile and transactions performed through the Platform are irreversible and final, with no refunds. You acknowledge and agree that you will access and use the Platform at your own risk. The risk of loss in trading digital assets can be substantial. You should, therefore, carefully consider whether such creating, buying or selling digital assets is suitable for you in light of your circumstances and financial resources. By using the Platform, you represent that you have been, are and will be solely responsible for making your own independent appraisal and investigations into the risks of a given transaction and the underlying digital assets. You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of any transaction conducted via the Platform or any underlying digital asset. You accept all consequences of using the Platform, including the risk that you may lose access to your digital assets indefinitely. All transaction decisions are made solely by you. Notwithstanding anything in this Agreement, we accept no responsibility whatsoever for, and will in no circumstances be liable to you in connection with, use of the Platform for performing digital asset transactions. Under no circumstances will the operation of all or any portion of the Platform be deemed to create a relationship that includes the provision or tendering of investment advice.

Arbitration and Waiver of Certain Rights, Including Class Actions

PLEASE READ THIS SECTION CAREFULLY BECAUSE IT LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION, THE RIGHT TO A JURY TRIAL, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM, THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA (AMERICAN ARBITRATION ASSOCIATION) RULES AND THE RIGHT TO CERTAIN REMEDIES AND FORMS OF RELIEF. OTHER RIGHTS THAT YOU OR WE WOULD HAVE IN COURT ALSO MAY NOT BE AVAILABLE IN ARBITRATION.

Waiver of a Jury Trial

YOU AGREE TO RESOLVE ANY DISPUTES BETWEEN US THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF THROUGH COURT PROCEEDINGS. YOU WAIVE YOUR RIGHT TO ANY JURY TRIAL OF ANY CLAIM. All controversies, claims, counterclaims or other disputes arising between you and us relating to these Terms, the Site, a HeyLayer Platform Item or any Order shall be submitted for binding arbitration under the Rules of the American Arbitration Association (“AAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision will be final and binding upon the parties and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including, without limitation, any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities, regulatory authorities or other governmental agencies.

This arbitration agreement does not preclude you or us from seeking action by federal, state or local government agencies. You and the Company may also bring qualifying claims in small claims court. In addition, you and the Company retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request shall not be deemed incompatible with these Terms nor a waiver of the right to have disputes submitted to arbitration as provided in these Terms.

Arbitration Costs

If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of the administrative costs and arbitrator fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.

Class Action Waiver

YOU MAY NOT ACT AS A CLASS REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL, NOR PARTICIPATE AS A CLASS MEMBER OF ANY CLASS CLAIMANTS WITH RESPECT TO ANY CLAIM. CLAIMS MAY NOT BE ARBITRATED ON A CLASS OR REPRESENTATIVE BASIS. You may only bring individual claims, and the arbitrator may only decide individual claims. The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.

Miscellaneous Terms

These Terms May Change

These Terms may be modified or replaced by us at any time in our sole discretion, unless stated otherwise herein. The most current version of this Agreement will be posted on the Site with the “Last Revised” date at the top of the Agreement changed. Any changes or modifications will be effective immediately upon posting the revisions to the Site. You shall be responsible for reviewing and becoming familiar with any such modifications. You waive any right you may have to receive specific notice of such changes or modifications. Use of the Platform by you after any modification to the Agreement constitutes your acceptance of the Agreement as modified. If you do not agree to the Agreement in effect when you access or use the Platform, you may not access or otherwise use the Site, the Services or the Platform. We may, at any time and without liability or prior notice, modify or discontinue all or part of the Platform (including access to the Platform via any third-party links).

The Smart Contracts May Change

You acknowledge that HeyLayer may modify, change, amend or replace one or more of the Smart Contracts from time to time. You agree that a modification to one or more of the Smart Contracts does not alter any right or obligation conferred by these Terms.

Confidentiality of Certain Communications

You may voluntarily contact us to report serious misuses of the Platform including, for example, suspicious market activity, hate speech or other serious violations of these Terms. You agrees to keep confidential all private correspondence with us pertaining to another person’s alleged violation of these Terms or other inquiries about our policies.

Indemnification

You agree to indemnify and hold harmless the Company and its affiliates from and against all claims, costs, proceedings, demands, losses, damages and expenses (including, without limitation, reasonable attorney’s fees and legal costs) of any kind or nature, arising from or relating to, any actual or alleged breach of these Terms by you, a co-conspirator or anyone using your account. If we assume the defense of such a matter, you will reasonably cooperate with us in such defense.

Severability

If any provision of these Terms is found to be unlawful or unenforceable, then that provision will be deemed severable from these Terms and will not affect the enforceability of any other provisions.

Termination

You may terminate these Terms at any time by canceling your account on the Platform and discontinuing your access to and use of the Platform. You will not receive any refunds if you cancel your account or otherwise terminate these Terms. You agree that we, in our sole discretion and for any or no reason, may terminate these Terms and suspend and/or terminate your account(s) for the Platform. You agree that any suspension or termination of your access to the Platform may be without prior notice, and that we will not be liable to you or to any third party for any such suspension or termination. If we terminate these Terms or suspend or terminate your access to or use of the Platform due to your breach of these Terms or any suspected fraudulent, abusive, or illegal activity, then termination of these Terms will be in addition to any other remedies we may have at law or in equity. Upon any termination or expiration of these Terms, whether by you or us, you may no longer have access to information that you have posted on the Platform or that is related to your account, and you acknowledge that we will have no obligation to maintain any such information in our databases or to forward any such information to you or to any third party.

No Assignment of the Terms

No Party may assign or transfer any rights or obligations under this Agreement without the prior written consent of the other Party, provided that we may assign this Agreement without your prior consent to any of our affiliates, or to any successor in interest to any business associated with the Services. This Agreement shall be binding upon the permitted assigns or transferees of each Party.

Governing Law and Jurisdiction

These Terms will be governed by and construed under the laws of the State of New York, without giving effect to any conflict of laws, rules or provisions. You agree that any action of whatever nature arising from or relating to these Terms, the Site or our Products will be filed only in the state or federal courts in New York, New York. You consent and submit to the personal jurisdiction of such courts for any such action. The failure by us to enforce any right or provision of these Terms will not prevent us from enforcing such right or provision in the future. We may assign our rights and obligations under these Terms, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law.

Please print a copy of these Terms for your records and PLEASE check the Site frequently for any changes to these Terms.