TERMS AND CONDITIONS OF USE
“Connecting Creators with their Communities”
Last Updated: May 2, 2022
THESE TERMS ARE IMPORTANT AND AFFECT YOUR LEGAL RIGHTS. PLEASE CAREFULLY READ THIS TERMS & CONDITIONS OF USE PRIOR TO SIGNING UP AND USING OUR PLATFORM. THESE TERMS CONTAIN A BINDING ARBITRATION CLAUSE. PLEASE READ THESE TERMS AND THE ARBITRATION PROVISION SO THAT YOU ARE AWARE OF YOUR LEGAL RIGHTS.
Section 1 – Introduction & Consent to Terms.
Welcome to Enshrine LLC, a Delaware corporation’s (referred to herein as “Enshrine”, “we”, “us”, or “our”) Terms & Conditions of Use Agreement (referred to herein as the “Terms”). These Terms set forth the terms and obligations between us, the company owning and operating the Platform (as defined below), and you, a user of our Platform (referred to herein collectively as the “Parties”).
If you do not agree to these Terms, we ask that you please not sign up on our Platform. Signing up and becoming a user of our Platform constates explicit acceptance of all terms found herein.
These Terms apply to all users of our website, https://www.enshrine.io/ (our “Website”), our mobile website, our Platform, our social media accounts, and any other platforms owned, operated, or managed by Enshrine, now in effect or hereinafter created (referred to herein collectively as our “Platform”).
If you are using our Platform on behalf of an entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf and that such entity agrees to be responsible to us if you or that person violates these Terms.
Enshrine is not a party to a purchase agreement between the persons or entities posting Listings on our Platform (each, referred to as a “Creator” or referred to collectively as “Creators”) and customers on our Platform (referred to herein individually as a “User” or collectively as “Users”). Rather, Enshrine assists in the facilitation of these transactions. Enshrine makes no representations or warranties about the authenticity or legitimacy of a Listing purchased by our Creators. Enshrine does take steps to protect you from any illegal, immoral, or unethical conduct by our Creators, and we place the responsibility on each of our Creators to ensure compliance with these Terms.
We reserve the right to modify the contents of these Terms at any time. You agree that it is your sole responsibility to monitor changes to these Terms. Any modification to these Terms will be notated at the top of these Terms and will become active once these Terms are posted on our Website.
Section 2 - Creating an Account & Eligibility.
In order to become a Creator or User on our Platform, you are required to create and maintain an account on our Platform. You are required to provide us with all required information about yourself and your account, and you may be subject to further verification so that we can confirm that you are the person you say you are.
Please be aware that certain information you provide to us will be publicly viewable by third parties on your account. This information includes, without limitation, your username, bio, and anything related to a Listing. Please ensure that your content is not in violation of any law or the rights of any third-parties.
In addition, by agreeing to these Terms and using our Platform, you represent and warrant that: (a) you are at least eighteen (18) years old; (b) you have the ability to enter into and be bound by these Terms; and (c) your use of our Platform will be in compliance with all applicable laws, rules, and regulations. You are not permitted to use our Platform if you are under the age of thirteen (13) for any reason. If you are between the ages of thirteen (13) and seventeen (17) you are only permitted to use our Platform with the express permission of your parent or guardian, or through their account.
You are solely responsible for maintaining confidentiality of your password and account information and are responsible for all activity that takes place on your account.
We reserve the right to refuse or terminate access to our Platform to any User or Creator, in our sole discretion.
Sometimes we run promotions where you can purchase funds to later purchase items on our Platform. If you purchase funds through our Platform, these funds will be stored on our account and cannot be redeemed for cash and only carry value on our Platform.
Section 3 – Our Platform, How you Make Money as a Creator, & Payment.
We are a non-fungible token (“NFT”) marketplace. NFT’s are unique, non-duplicatable digital assets that represent the ownership of underlying assets, like music, art, and other collectibles. NFT’s are verified on the blockchain which means that each transaction is verified and authenticated. Our Platform allows Creators to sell NFT’s and Users to purchase NFT’s.
We offer our Creators three (3) ways to make money on our Platform:
- Initial sale earnings;
- Resale earnings; and
- Resale royalty earnings.
As a Creator, you control the price of your Listings, as well as many other items, including release date, royalties, number of editions, etc. The exception to this is that we reserve the right to enforce a minimum Listing price, in addition to minimum resale prices for each NFT. We charge a minimum listing price to ensure that we don’t lose money when you use our Platform. The full customization of your Listing can be found on our Platform at the time of creation and is subject to change by Enshrine.
In order to receive payment from the sale of an NFT featured on a Listing (“Compensation”) you are required to have and keep an active bank account on our Platform. All orders, analytics, and finances will be tracked, managed, and handled on our Platform. If you are a Creator, failure to keep an active bank account will delay payment being made to you. Any such delays will be your responsibility and not the responsibility of Enshrine.
Payments are not made to you at the time the transaction is processed. Payment of your Compensation for a month will be processed on or about the fifteenth (15th) day of the ensuing month. For example, all Compensation earned in the month of June will be processed via ACH transfer on or about the fifteenth (15th) day of July. Please note that it could take a couple of days for the funds to hit your account, which may depend on a number of factors, including your bank’s processing time. Enshrine is not responsible for delays outside of its control, subject to reasonableness. All of your Compensation for a month will be paid out in one lump-sum payment, less any withholdings by Enshrine (as described below). Sometimes there can be delays with processing payment to you. Time is not of the essence in these Terms with payment processing.
We cannot guarantee that you will sell any or all of the NFT’s featured in your Listings, or any amount of Compensation per listing, which will be based on many items outside the control of Enshrine, including your listing price, the price a User is willing to pay, as well as the number of Users who purchase the NFT’s sold on your Listings.
Section 4 - How Enshrine Makes Money.
Enshrine takes a percentage of each Listing sold or resold. Enshrine also charges a Platform fee to cover transaction fees and gas fees.
All fees charged in connection with your use of our Platform will be clearly disclosed prior to you being charged.
Section 5 – Transactions on our Platform & Terms of Purchase.
All prices shown are in U.S. Dollars. We accept most forms of payment, including but not limited to: cash, check, credit card, and debit card. We also accept payment via certain cryptocurrencies as listed on our Platform, subject to change. Payment via credit card is subject to a three percent (3%) processing fee and is included in the fee Enshrine charges you for the creation, sale, or resale of a Listing.
When you provide a credit card, you represent and warrant that you authorize our third-party payment processor to charge your payment method for all charges you incur on our Platform.
All payments made through our Platform are made through our third-party partner, Stripe. By transacting on our Platform through Stripe, you agree to the full terms of Stripe which will be explicitly agreed to prior to purchase.
We do not offer refunds of any purchase for any reason. There is no cooling off period and transactions are finalized once completed. Prior to purchasing an NFT on our Platform, we highly encourage you to determine whether or not you can afford the selected NFT as well as other reasonable considerations before making a purchase.
Section 6 – Categories of Content & Exclusive Listing.
We offer two (2) categories of content on our Platform:
- General content (acceptable for all ages); and
- Mature content (acceptable or only persons above eighteen (18) years old).
If you are a Creator, you understand and agree that all listings sold on our Platform must be exclusive to our Platform and cannot be sold on any other platforms.
If we discover that you are selling your NFT featured in a listing on any other platforms, we reserve the right to pull your Listing from our Platform, and, if this happens on more than one occasion, we reserve the right to suspend or ban your account.
Section 7 – Your Content & License Granted.
By posting content on our Platform, you hereby represent and warrant that: (a) the content you post is owned or licensed by you; (b) if the content is not owned or licensed by you, that you have the necessary consents or permissions to use said content; (c) your content will not infringe on the intellectual property rights of any third-parties; and (d) your content will not violate any other applicable laws.
You do not transfer ownership of any content you create simply by posting or uploading it on our Platform. All content you post will be and remain owned by you. Enshrine also does not obtain any rights in or to the monetization of third-party platforms you connect to your Platform. By uploading or posting content on our Platform, each Creator hereby grants to Enshrine, a limited, worldwide, nonexclusive, non-assignable, royalty free right and license to reproduce, store, copy, transmit, publish, post, broadcast, display, distribute, adapt, modify, and use your content in connection with our Platform.
This license also grants Enshrine the ability to use your Listing, or any content found therein, for promotional, advertisement, and marketing purposes, including on our Website and social media accounts.
You understand that by posting content on our Platform you have no expectation of privacy your content. Your content should be appropriate for all ages unless it is posted as Mature or Explicit content.
Enshrine reserves the right to remove or delete any content of any kind posted by you on our Platform for any reason, in its sole discretion.
Section 8 - Representations and Warranties of Creator.
Each time a Creator submits a Listing to sell on our Platform, Creator represents and warrants to Enshrine that
- the Listing was created by Creator, or a third-party at Creator’s direction, and Creator has the right and ability to sell the NFT underlying a Listing on our Platform;
- the Listing is only being sold by Creator on the Platform; and
- the Listing will not infringe on the intellectual property rights of any third-party.
Section 9 – Use of our Messaging Platform.
We enable our Platform Users to communicate directly with Creators and other Users.
Our messages system may not be used for any of the following:
- Sending unsolicited advertising or promotions
- Harassing or abusing another member;
- Exchanging personal contact, financial or other information for the purposes of evading payment through the Platform.
Enshrine reserves the right to suspend or cancel your Platform privileges for any of these reasons, or any other reasons in the sole discretion of Enshrine.
Section 10 – Enshrine Intellectual Property.
The contents of our Website and Platform are protected by United States and international copyright laws. The contents of our Website and Platform are owned exclusively by Enshrine or licensed to us. You may not, and may not cause or encourage others to, reproduce, distribute, display, sell, transfer, assign, license or use for commercial purposes any copyrighted material on our Platform or Website (the “Intellectual Property”) without our prior written consent. All rights not expressly granted in these Terms are reserved to Enshrine.
Enshrine and its name, logos, slogans, or otherwise are trademarks or service marks ("Marks") of Enshrine. All rights in these Marks are reserved by Enshrine. You may not use any Enshrine-provided Marks or other logos or graphics, without our prior written consent.
We grant you a limited, revocable, non-transferable and non-exclusive license to access and make personal use of our Platform. This limited license does not include the right to: (a) republish, redistribute, transmit, sell, license or download our Platform or any and/or all content except as is necessary to view and/or use our Platform; (b) make any use of our Platform or any and/or all content other than uses consistent with regular use; (c) modify, reverse engineer or create any derivative works based upon either our Platform or any and/or content posted therein; (d) collect account information for the benefit of yourself or another party; or (e) use software robots, spiders, crawlers, or similar data gathering and extraction tools, or take any other action that may impose an unreasonable burden or load on our infrastructure.
Any unauthorized use by you of the Website or Platform automatically terminates this license without prejudice to any other remedy provided by applicable law or these Terms.
Section 11 - DMCA Policy.
Enshrine respects the intellectual property rights of others and expects you to do the same when you use our Platform. Below is our Digital Millennium Copyright Act (“DMCA”) policy. The notification process outlined here is consistent with the statutory requirements and protects Enshrine from copyright infringement claims as a ‘service provider’.
We reserve the right to block access to and/or attempt to remove material that we believe in good faith to be copyrighted material or that is flagged by a third-party. We also reserve the right to discontinue or block repeat offenders from using our Platform.
If you are accused of copyright infringement by a third-party, we require all of the following in the DMCA Takedown:
- a physical or electronic signature of the owner of the copyright (or a person authorized to act on behalf of the owner);
- sufficient detail about the copyrighted work claimed to have been infringed;
- identification of the URL or other specific location on our websites that contains the material that the accuser claims infringes their copyright;
- the name, mailing address, telephone number and email address of the accuser;
- a statement that the accuser has a good faith belief that such disputed use of the copyright materials is not authorized; and
- a statement that the information in the notice is accurate, and the accuser attests under penalty of perjury, that they are the copyright owner or that you are authorized to act on behalf of the copyright owner.
Upon receipt of a DMCA Takedown, we typically remove the allegedly infringing material within twenty-four (24) hours, unless we have reason to believe it was sent in error, is not truthful, or for any other legitimate reason.
If you believe that your content (whether picture, video, writing, or other content) is not infringing on the rights of a third-party copyright holder, or if you have authorization to use the allegedly infringing content from the copyright holder, the holder's agent, or pursuant to law, please send us a DMCA Counter-Notice containing all of the following:
- Your physical or electronic signature;
- Identification of the content that was removed or to which access has been disabled as a result of mistake or a misidentification of the content; and
- Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal courts in Washington State, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
- If a Counter-Notice is received by Enshrine, Enshrine may send a copy of the Counter-Notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in ten (10) to fourteen (14) days.
- Unless the copyright owner files an action seeking a court order against Enshrine or the person/entity who has posted allegedly infringing content, the removed content will be reinstated ten (10) to fourteen (14) days later.
Repeat Offender Policy
Enshrine does not tolerate copyright infringement or any violation of the intellectual property rights of Enshrine or of others. Enshrine reserves the right to terminate the access and/or use privileges of any person or entity who has been determined to be a “repeat infringer”. .
Section 12 – Relationship to Enshrine.
Each user of our Platform is an independently contracting third-party with respect to Enshrine, and not an employee of Enshrine. Nothing contained in these Terms shall be regarded as creating an employment, joint venture, or partnership relationship between Enshrine and users of the Platform. Enshrine is not responsible for the conduct of Users or Creators, subject to applicable law.
Creator shall be solely responsible for all applicable taxes resulting from the Compensation. Enshrine will issue 1099 forms to applicable Creators in order to comply with IRS and state requirements
Creator shall have no authority to bind Enshrine by any promise or representation unless specifically authorized in writing by Enshrine. Creator shall not represent to any third party, or hold himself out to any third party, as having such authority unless previously so authorized by Enshrine.
Section 13 – Community Guidelines & Prohibited Content.
You are prohibited from using our Platform:
- for any unlawful purpose;
- to solicit others to perform or participate in any unlawful acts;
- to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances;
- to infringe upon or violate our intellectual property rights or the intellectual property rights of others;
- to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
- to submit false or misleading information;
- to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Platform;
- to collect or track the personal information of others;
- to spam, phish, pharm, pretext, spider, crawl, or scrape;
- for any obscene or immoral purpose; or
- to interfere with or circumvent the security features of the Platform.
We reserve the right to terminate your use of our Platform for violating any of the prohibited uses.
In addition to the prohibitions above, you are not permitted to take part in any of the foregoing on the Platform:
- harmful or dangerous content;
- hateful content;
- harassment or bullying;
- spam or scamming;
- any other act or actions that are immoral, unethical, or abhorrent.
We reserve the right to terminate your use of our Platform for violating any of these community guidelines.
Section 14 – Assumption of Risk.
By using our Platform, whether as a Creator or a User, you hereby understand, accept, and agree that:
- NFT’s are a new form of asset and while each NFT has an underlying value, this value may be highly subjective and is subject to volatility and fluctuations, which may be unexpected and significant;
- Fluctuations in the price of digital assets may affect the value of NFT’s sold on our Platform;
- Enshrine is not responsible for any instabilities of the blockchain and/or IPFS.
- New laws, rules, or regulations governing NFT’s could materially affect the value, use, and transfer of NFT’s; and
- NFT’s are subject to fraud and other illegality, like intellectual property infringement;
In addition, while purchased may contain off-chain content that exists on IPFS at no additional cost to you, Enshrine does not and cannot guarantee that your NFT will continue to be pinned to IPFS in perpetuity. Enshrine will provide notice to users before their content is unpinned via their Enshrine notifications and provide an option for the user to assume the IPFS cost. In addition, Enshrine does not and cannot guarantee that your NFT will continue to be accessible after it is un-pinned to IPFS, should it occur, due to a number of items outside the control of Enshrine. You explicitly agree that Enshrine shall bear no responsibility whatsoever should an un-pinned NFT become inaccessible.
BY USING OUR PLATFORM, YOU HEREBY EXPLICITLY UNDERSTAND AND AGREE THAT YOU BEAR THE RISK OF LOSS BY PURCHASING AN NFT ON OUR PLATFORM.
BY USING OUR PLATFORM, YOU HEREBY EXPLICITLY UNDERSTAND AND AGREE THAT IF YOU HAVE A DISPUTE WITH A CREATOR OR USER, THIS DISPUTE IS UNIQUE TO THAT PERSON OR ENTITY AND ENSHRINE IS NOT A PARTY TO THIS DISPUTE. YOU HEREBY RELEASE ENSHRINE AND ITS OWNERS, AGENTS, PARENTS, SUBSIDIARIES, AND AFFILIATED COMPANY FROM ALL DAMAGES, ACTIONS, DEMANDS, LIABILITIES, OR SIMILAR, KNOWN OR UNKNOWN, ARISING OUT OF OR CONNECTED TO YOUR DISPUTE WITH A USER OR CREATOR ON OUR PLATFORM.
Section 15 – Term & Errors.
These Terms will remain active and in full force and effect so long as they are posted on our Website.
Occasionally there may be information on our Website or Platform that contains typographical errors, inaccuracies or omissions that may relate to descriptions, pricing, promotions, offers, etc. We reserve the right to correct any errors, inaccuracies or omissions, at any time.
Section 16 – Disclaimer.
OUR WEBSITE AND PLATFORM ARE PROVIDED 'AS IS' AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ENSHRINE AND ITS OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, THIRD PARTY PROVIDERS AND AFFILIATES, EXCLUDE ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE.
WE EXPRESSLY DISCLAIM ANY LIABILITY FOR LOSS OR DAMAGE SUSTAINED BY YOU AS A RESULT OF USING OUR PLATFORM.
Section 17 – Limitation of Liability.
WE SHALL NOT BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, NOR SHALL WE BE HELD LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND OUR REASONABLE CONTROL.
IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF ENSHRINE EXCEED THE GREATER OF (A) TWO HUNDRED AND FIFTY DOLLARS ($250.00); OR (B) THE AMOUNT RECEIVED BY ENSHRINE IN CONNECTION WITH A LISTING.
YOU AGREE THAT NO CLAIMS OR ACTION IN CONTRACT, WARRANTY, OR IN TORT (INCLUDING NEGLIGENCE) ARISING OUT OF, OR RELATED TO, THE USE OF OUR PLATFORM OR THESE TERMS MAY BE BROUGHT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION RELATING TO SUCH CLAIM OR ACTION AROSE.
Section 18 – Indemnification.
You agree to defend, indemnify and hold Enshrine, its agents, employees, directors, officers, owners, etc. harmless for any loss, damages or costs, including reasonable attorneys' fees, resulting from any claim, action, or demand arising from (i) your use of our Platform; (ii) your breach of these Terms; or (iii) breach of applicable law.
In order to operate and provide the best experience on the Platform, we may collect certain information about you. You acknowledge that when you use our Platform, we may use various automatic means, which include but are not limited to, cookies and web beacons, to collect information about your mobile device, computer, and about your use of our Website and purchase of NFT’s.
Moreover, you explicitly agree that we may use any information we collect from you or information you provide to us in connection with our Platform for other reasons such as data analysis, developing new products, sending marketing campaigns, creating content, enhancing, improving or modifying our Platform, identifying usage trends, determining the effectiveness of our campaigns and any reasonable reason(s) connected to our business, subject to applicable law.
Section 20 – General Provisions.
Entire Agreement. These Terms contains the entire agreement between you and Enshrine.
Waiver. The failure by Enshrine to enforce any provision of these Terms shall not be construed as a waiver or limitation of our right to subsequently enforce and compel strict compliance with every provision of these Terms.
Assignment. You may not assign, pledge, delegate, or otherwise transfer any of your rights or obligations under these Terms without Enshrine’s prior written consent.
Applicable Law/Dispute Resolution. These Terms shall be governed by the laws of the State of Washington. Any dispute arising from these Terms shall be subject to binding arbitration in Seattle, Washington. The prevailing Party in any dispute shall be entitled to recover its/his/her reasonable attorney’s fees and costs. The governing rules shall be the rules, then-implemented, by the American Arbitration Association commercial division. Enshrine and you agree that any such final decisions may be presented to a court of competent jurisdiction for purposes of being confirmed as a judgment enforceable under the law in which that party is domiciled or where their headquarters are located. Should either party forego arbitration, that party shall be barred from recovering their attorneys’ fees or costs.
Severability. If any provision of these Terms shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.
Updates. We recommend that you check the Terms periodically for updates.
Section 21 – Questions?
If you have any questions or comments regarding these Terms, please contact us or through the form on our Website concerning the specific issue you have or item you want to address.