undefined s/vb
---
Welcome to Inscribr’s website. These Terms of Use (“Terms” or “Agreement”) are entered into between You (“You”) and CTRL Labs, LLC, a company organized under the laws of the State of Delaware (“INSCRIBR”, “CTRL”, “We”, “Us,” or “Our”). Please read these Terms of Use and our Privacy Policy availablehere(collectively the “Terms”) carefully, as you agree that you consent to these Terms by your use of this website. The Site is owned, controlled, and operated by CTRL Labs, LLC, a company organized under the laws of the State of Delaware (“INSCRIBR”, “CTRL”, “We”, “Us,” or “Our”).
If you hold or wish to purchase Digital Art from CTRL Labs, LLC, your acquisition, use, and transfer of that Digital Art will be subject to and governed by these terms. For the avoidance of doubt, We do not control any blockchain protocol (“Protocol”) on which Inscribrs are tradable or useable and cannot control activity and data on the Protocol, the validation of transactions on the Protocol, or use of the Protocol.
Acceptance of Terms of Use. These terms of use govern your access to, and use of, this website located at https://www.inscribr.io and its associated websites, subdomains, mobile versions, any associated applications and services (the “Site”) operated by CTRL. By accessing, browsing, or using the Site, you accept these Terms, as well as any referenced policy and any modifications to the Terms that may be made from time to time. If you do not agree to the Terms, you should not access, browse, or otherwise use the Site. The Terms are a binding legal agreement between you and CTRL. Please read them carefully.
We do not wish to obtain unsolicited ideas, including ideas for new advertising campaigns, new promotions, new or improved products, goods, services or technologies, product enhancements, processes, materials, marketing plans, or new product names. Accordingly, please do not send any unsolicited ideas, suggestions or other materials (“Submissions”) to us.
Any communications sent by you to us via the Websites or otherwise, including Submissions, whether solicited by us or otherwise, are on a non-confidential basis (other than personal information which is covered under our Privacy Statement), and we are free to use and disclose the content of any such communication, including without limitation any ideas, inventions, concepts, techniques or know-how disclosed therein, for any purpose including without limitation developing, manufacturing and/or marketing goods and services. You agree to not assert any ownership right of any kind in such communications (including without limitation copyright, trademark, patent, trade secret, unfair competition, moral rights, or implied contract) and you hereby waive such moral rights in favor of CTRL and its affiliates, licensees, successors and assignees. You also acknowledge that you have no right to receive any financial or other consideration in connection with such communication.
Term and Eligibility. The Terms remain in full force and effect while you use the Site. All provisions of the Terms shall survive termination by either party, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability. The Site is intended only for access and use by individuals at least eighteen (18) years old, capable of forming a binding contract with CTRL, and not otherwise barred from using the Site under applicable law. NOTICE: Visit www.OnGuardOnline.gov for tips from the Federal Trade Commission on protecting children’s privacy online.
Modifications to Terms of Use. CTRL reserves the right, at any time, to modify, alter, or update the terms and conditions contained in the Terms, and you agree to be bound by such modifications, alterations, or updates. Please pay careful attention to the “Updated” date set forth above. All changes shall be effective immediately. Your continued use of the Site after the posting of changes constitutes your binding acceptance of such changes.
Privacy Policy. Any information submitted on the Site is subject to our Privacy Policy located here. Please review ourPrivacy Policycarefully.
Accessing the Site and Account Security. We reserve the right to withdraw or amend the Site, and any service or item we provide on the Site, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Site is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Site, or the entire Site, to users, including registered users. To access the Site or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Site that all the information you provide on the Site is correct, current, and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, we may suspend or terminate your account and refuse any and all current and future use of the Site by you. You are solely responsible for maintaining the confidentiality of your information, as well as any and all activities that generate such information. You must immediately notify us of any unauthorized use of your information and any other such security breach. We will not be liable for any loss that may occur as a result of someone else using your information, with or without your knowledge. You should use particular caution when accessing your information from a public or shared computer so that others are not able to view or record your personal information.
Connecting Your Wallet.
CTRL does not buy, sell or take custody or possession of any Ordinals, nor does it act as an agent or custodian for any Owner of the Ordinals. Instead, each Ordinal that is listed for sale on any third-party platform (e.g., Magic Eden) will be deposited into a blockchain-based smart contract deployed by that platform. Each such Ordinal is released automatically upon consummation of its sale through the relevant Blockchain network. If you elect to mint, buy, or sell any Ordinals through any third-party platform, any transactions that you engage in will be conducted solely through the Bitcoin network governing such Ordinals. You will be required to make or receive payments exclusively through the cryptocurrency wallet you have connected to the third-party platform (e.g., Magic Eden). We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. Accordingly, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via those third-party platforms. There may be royalties associated with the secondary sale of any Ordinals. You acknowledge and agree that the payment of any such royalty shall, in certain circumstances, be programmed to be self-executing via a blockchain network’s nonfungible token standard or another means and CTRL does not have any control or ability to direct such funds or the obligation to collect such fees.
To create an account and enjoy full functionality of our Site, including for unwrapping your n0k, you may need to connect your third-party Bitcoin-compatible digital wallet on a supported bridge extension, such as Xverse, MagicEden, and others supported on the Site. By connecting your digital wallet to the Site, you expressly represent that you are the lawful and rightful owner of the digital wallet. You are required to authenticate ownership of your digital wallet before you can perform transactions through the Services by cryptographically verifying, through your third-party bridge extension, your possession of the digital wallet’s associated passphrase. Your digital wallet transactions may be broadcasted to the Bitcoin blockchain through the applicable third-party bridge extension, which facilitates transactions on your behalf. By using your digital wallet in connection with the Site, you agree that you are using that wallet lawfully and under the terms and conditions of the applicable third party-wallet provider. Your digital wallet and all assets held therein are your personal property, and not the property of CTRL. CTRL has no responsibility or technical ability to manage, modify, secure, or perform transactions on behalf of your digital wallet. Please see this help section on wallets and setting up your account.
You are solely and exclusively responsible for the security and management of your digital wallet(s). For your safety and the safety of other Users, you agree to maintain reasonable security measures over your digital wallet, make best efforts to avoid potential scams which may compromise the security of your wallet or others, and to preserve the utmost secrecy of your digital wallet’s private key, passphrase, seedphrase, Your Account details, passwords, and any other information that you use to access your digital wallet or the Account. You are solely responsible for ensuring that the Account(s) registered in association with your digital wallet will not be used by any unauthorized person(s) or entities. CTRL accepts no responsibility for, and disclaims all liability to you, in connection with the security of or your use of your digital wallet and disclaims any responsibility or obligation to assist or remedy you in the event of a breach of your digital wallet’s security. You are solely responsible for your Account and any associated digital wallet. We are not liable for any acts or omissions by you in connection with your Account or as a result of your Account or digital wallet being compromised. Further, you agree that you may be liable to CTRL, other Users, or other third parties for harm or losses arising from acts or omissions by you related to the security of your digital wallet.
Intellectual Property Rights. The Site and its entire contents, visual interfaces, interactive features, functionality, audio, video, digital content, information, text, graphics, design, compilation, computer code, products, software, services, proprietary information, copyrights, service marks, trademarks, trade names, distinctive information such as logos, the selection, sequence, “look and feel,” arrangement of items, and all other elements are owned by CTRL, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. These Terms of Use permit you to use the Site for your personal, non-commercial use only, subject to the following restrictions:
You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Site, except as it is created and owned by you.
You must not delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Site.
You must not access or use for any commercial purposes any part of the Site or any services or materials available through the Site, except with the express written permission of CTRL.
You agree not to use any meta tags or any other "hidden text" utilizing CTRL's name or trademarks without CTRL's express prior written consent.
The CTRL name and logo, and all related names, logos, product and service names, designs, and slogans are the property of CTRL or its affiliates or licensors. You must not copy, imitate, or use such marks, in whole or in part, without the prior written permission of CTRL. All other names, logos, product and service names, designs, and slogans on the Site are the trademarks of their respective owners. Any reference to products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise is not an indication or endorsement by CTRL unless otherwise indicated.
Reporting Claims of Copyright Infringement. We take claims of copyright infringement seriously. If you believe that any copyrighted material owned by you has been infringed upon by someone using the Site, you may request removal of those materials from the Site by submitting written notification to our Copyright Agent at 1111 Lincoln Road Suite 500, Miami, FL, 33139 and by courtesy e-mail copy to rise@seizectrl.io. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following:
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative listing of such works or a link or URL to all such works;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity on the Site and that is to be removed or access to which is to be disabled, including the link or URL for all such material on the Site;
Information reasonably sufficient to permit CTRL to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you fail to comply with all of these requirements, your DMCA Notice may not be effective. Additionally, if you knowingly misrepresent that material or activity on the Site is infringing your copyright, you may be held liable for damages under Section 512(f) of the DMCA.
DISCLAIMER: WE ARE NOT YOUR ATTORNEYS, AND THE INFORMATION WE PRESENT HERE IS NOT LEGAL ADVICE. WE PRESENT THIS INFORMATION FOR INFORMATIONAL PURPOSES ONLY.
Submissions. The Site may allow you to post reviews or comments concerning Inscribrs, and our products and services, and may allow you to send materials to us, including for use on the Site. You agree that CTRL is free to use any comments, suggestions, questions, ideas, plans, notes, drawings, original or creative materials or other information, provided by you in the form of e-mail or other submissions to us, or postings to or on the Site (each, a “Submission”) without compensation, acknowledgement, or payment to you for any purpose whatsoever. Furthermore, you agree that Submissions are non-confidential, and grant us a non-exclusive, fully paid, royalty-free, irrevocable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display Submissions throughout the world in any media now known or hereafter developed, with or without acknowledgment to you, in our sole discretion and without compensation to you. You agree that you shall have no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submission and that the submission of any such materials to us, irrevocably waives any and all “moral rights” in your Submissions, including the rights of paternity and integrity. By posting or providing a Submission or other information, you represent and warrant that public posting and use of your Submission or information by CTRL will not infringe on or violate the rights of any third party, and that you will indemnify us against any liability or losses arising out of our use of your Submissions in accordance with these Terms. Please do not submit Submissions to us if you do not understand and agree with these provisions.
Service Availability. Timeliness of Information. From time to time, we test various aspects of the Site, including the platform, user interfaces, service levels, plans, promotions, features, content and pricing, and we reserve the right to include you in or exclude you from these tests without notice. CTRL may make changes to or discontinue any of the Inscribr materials, web communities or products available on the Site at any time, and without notice, and CTRL makes no commitment to update these materials on the Site. This Site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of the Site at any time, but we have no obligation to update any information on our Site. You agree that it is your responsibility to monitor changes to our Site.
Third-Party Links. The Site may include hyperlinks, options, and tools to access, purchase, or interact with other third-party websites, resources, smart contracts, products, materials, applications, or information (collectively, “Third-Party Services”). We provide links to or functionality with respect to these Third-Party Services only as a convenience to you. We do not necessarily review, approve, monitor, endorse, warrant, or make any representations with respect to the Third-Party Services. You use all Third-Party Services at your own risk. When you click on a link to, or access and use, a Third-Party Service, you are subject to the terms and conditions (including privacy policies) of the applicable Third-Party Service provider. When you interact with an Ordinal created, deployed, or minted by a third-party (i.e., Chisel), you are subject to the terms and conditions of the applicable third party and assume the risk of any conceivable outcome of any smart contract function or operation enabled by such third-party smart contracts, including but not limited to dynamic metadata and smart contract pauses. We are not responsible for the availability of any Third-Party Services and are not liable for any loss or damage which may be incurred because of the unavailability or malfunction of the Third-Party Services, or as a result of any reliance placed by you on the continued completeness, accuracy, functionality, availability, or existence of any Third-Party Services. Because the Site does not provide digital Wallet software or maintain any Bitcoin Blockchain nodes, digital wallet software and the Bitcoin blockchain constitutes an essential third-party or User dependency without which the Service cannot be fully utilized.
Prohibited Uses. As a condition of your use of the Site, you hereby represent and warrant that you will not use the Site for any purpose that is unlawful or prohibited (including, without limitation, the prohibitions in this Section) by these Terms. You agree not to reproduce, duplicate, copy, sell, trade, resell, distribute, or exploit any portion of the Site, or use or access the Site or content obtained through the Site, for any purpose other than for your personal use, as any use by you of any of the Site other than for your personal use is strictly prohibited. You further agree not to:
Create derivative works of the Site content, including, without limitation, montages, mash-ups and similar videos, wallpaper, desktop themes, greeting cards or merchandise, unless permitted under these Terms or with the prior written authorization of CTRL and any applicable licensors.
Use the Site if you do not meet the eligibility requirements described in Section 2 above.
Defame, harass, abuse, threaten, stalk or defraud users of the Site, or collect, or attempt to collect, personal information about users or third parties without their consent.
Intentionally interfere with or damage, impair or disable the operation of the Site or any user's enjoyment of it by any means, including but not limited to uploading or otherwise disseminating viruses, worms, spyware, adware, or other malicious code, or placing a disproportionate load on the Site with the intended result of denying service to other users.
Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Site, features that prevent or restrict the use or copying of any part of the Site, or features that enforce limitations on the use of the Site.
Attempt to gain unauthorized access to the Site or any part of it, including gaining access or attempting to gain access to another user's account, computer systems or networks connected to the Site or any part of it, through request, hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Site or any activities conducted through the Site.
Obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site. You agree neither to modify the Site in any manner or form (other than in accordance with these Terms), nor to use modified versions of the Site, including (without limitation) for the purpose of obtaining unauthorized access to the Site or for the removal of any proprietary notices or labels on the Site.
Use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express prior written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site.
Sell, rent, lease, distribute, broadcast, sublicense or otherwise assign any right to the Site to any third party.
Make unsolicited offers, advertisements, proposals, or send junk mail or spam to other users of the Site or to insert your own or a third party's advertising, branding or other promotional content on the Site. This includes, but is not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures.
Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Site or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
Use the Site in any manner that could interrupt, damage, disable, overburden or impair the Site, or interfere with any other party's use and enjoyment of the Site, including, without limitation, sending mass unsolicited messages or "flooding" servers.
Modify, adapt, translate, or create derivative works based upon the Site or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
Impersonate another person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
Use the Site to "stalk" or otherwise harass or harm another in any way.
Post, transmit or otherwise disseminate through the Site any content that, as we determine in our sole discretion: (i) is unlawful, harmful, harassing, fraudulent, threatening, abusive, libelous, defamatory, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable, or infringes our or any third party's intellectual property or other rights, (ii) is derogatory or harmful to our reputation, the reputation of our licensors, or any of our or their respective officers, members, employees, representatives, licensors and/or suppliers, in any way; (iii) may incite violence or other unlawful activity; or (iv) is harmful to children in any manner.
Take any action that may damage or falsify Inscribrs or the Site rating.
Inscribrs
Definitions.
“Cryptocurrency” means a digital currency that is secured by cryptography.
“Inscribr” means one of a group of artworks, in the form of a unique digital image file, to be sold as an Ordinal inscription on the Bitcoin blockchain, including without limitation “Seize CTRL,” “n0 0rdinary kind (n0k),” and any other related Ordinals.
“Digital Art” means any digital image file, related digital artworks that are new or derivative works created and developed by the CTRL.
“Ordinal” means the creation of a Bitcoin non-fungible token by attaching data such as images, videos, and more to an individual satoshi on the base Bitcoin blockchain.
“Owner” means the current owner of the Inscribr, having rightfully acquired it from a legitimate source with proof of such acquisition recorded on the relevant blockchain. In case of transfer of ownership, the recipient (buyer, often) becomes the sole Owner of the purchased Digital Art. Only one Owner may exist at a time. Owner is not a person or entity who (i) resides in, is a citizen of, is located in, is incorporated in, or has a registered office in any state, country of jurisdiction that is designed by the United States Secretary of State as a country supporting international terrorism, or to which United States nationals are prohibited by law from engaging in transactions, as designated by the Office of Foreign Assets Control (OFAC); or (ii) is listed on the OFAC designated nationals list, OFAC blocked individuals list, or any other consolidated prohibited individuals list as determined by any applicable governmental authority.
“Sat” means the Satoshi unit of Bitcoin, representing 0.00000001 BTC.
“Services” means the website located at https://www.inscribr.io and its associated websites, subdomains, mobile versions, any associated applications and services.
License & IP Rights
So long as you remain the current, lawful Owner of the CTRL Ordinals, you have a non-exclusive, limited, fully paid up, perpetual, irrevocable (excepted as provided herein), and non-commercial license (the “License”) to display, distribute, reproduce, and copy the Inscribrs solely for the personal, non-commercial purposes, including without limitation as your profile picture on social media applications.
For the sake of clarity, the Owner shall have no “royalty” or financial obligations to CTRL for making continued use of this limited license right while they remain the lawful Owner of the relevant Inscribr(s); however, the Owner of each CTRL Ordinal(s) agrees that any royalty paid to the Inscribr(s) upon the resale of a Inscribr(s) is paid in consideration for the limited license previously enjoyed by the Owner up until the moment of dispossession. Nothing in this section shall be construed to relieve the Owner of any “royalty” obligations to CTRL arising out of resale of the Inscribrs. For the avoidance of doubt, in order to use the Inscribr(s) for any commercial purpose or purpose outside of the scope of the license described above, the Owner must first (1) obtain a license directly from CTRL; and (2) secure additional permissions as necessary. CTRL (and other intellectual property owners of the Inscribr(s), if any) are under no obligation to grant or negotiate or offer such additional license.
All intellectual property rights in and to the Inscribr(s), and any other intellectual property rights of Inscribr(s), not expressly granted herein, including at least copyrights, trademarks, and rights of publicity are expressly reserved by CTRL. Without limitation, the Owner may not, nor solicit or cause any third party to, attempt or do any of the foregoing without CTRL’s prior consent in each case: (i) modify, distort, mutilate, create derivative works, or perform any modification to Inscribr(s); (ii) use the Inscribr(s) to advertise, market, or sell any product or service; (iii) use the CTRL Ordinal(s) in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (iv) sell, distribute for commercial gain, or otherwise commercialize merchandise that includes, contains, or consists of the CTRL Ordinal(s); (v) attempt to trademark, copyright, or otherwise attempt to acquire, register, or claim rights in or to the CTRL Ordinal(s); (vi) attempt to mint, tokenize, or create additional cryptographic token(s) representing, referencing, or associated with the same Inscribr(s) in any manner that creates confusion as to the source, authorship, or authenticity of the original single-edition Inscribr(s); (viii) falsify, misrepresent, or conceal the authorship of the Inscribr(s); (ix) otherwise utilize the Inscribr(s) for the Collector’s or any third party’s commercial benefit; (x) use the CTRL Ordinal(s) without a attribution to CTRL; or (xi) use the CTRL Ordinal(s) in violation of any additional restrictions imposed by the CTRL in association with the primary sale of the CTRL Ordinal(s).
Transactions Are Conducted on the Blockchain. CTRL Labs does not buy, sell or take custody or possession of any Ordinals, nor does it act as an agent or custodian for any Owner of the Ordinals. Instead, each Ordinal that is listed for sale on any third-party platform (e.g., Magic Eden) will be deposited into a blockchain-based smart contract deployed by that platform. Each such Ordinal is released automatically upon consummation of its sale through the relevant Blockchain network. If you elect to mint, buy, or sell any Ordinals through any third-party platform, any transactions that you engage in will be conducted solely through the Bitcoin network governing such Ordinals. You will be required to make or receive payments exclusively through the cryptocurrency wallet you have connected to the third-party platform (e.g., Magic Eden). We will have no insight into or control over these payments or transactions, nor do we have the ability to reverse any transactions. Accordingly, we will have no liability to you or to any third party for any claims or damages that may arise as a result of any transactions that you engage in via those third-party platforms. There may be royalties associated with the secondary sale of any Ordinals. You acknowledge and agree that the payment of any such royalty shall, in certain circumstances, be programmed to be self-executing via a blockchain network’s nonfungible token standard or another means and CTRL Labs does not have any control or ability to direct such funds or the obligation to collect such fees.
Transfers.
Permitted and Prohibited Transfers. A You may freely sell or otherwise transfer its Inscribr consistent with the Your rights in such Inscribr as defined in this Agreement (e.g., posting a sales listing on an Digital Art Marketplace, by Direct Sale, or otherwise) (a “Permitted Transfer”), so long as the Transferee (as defined below) is not (i) located in a country that is subject to a U.S. Government embargo or sanction, or that has been designated by the U.S. Government as a terrorist-supporting country; or (ii) listed on any U.S. Government list of prohibited or restricted parties (a “Prohibited Transferee”). You represents and warrants that it is not and will not transfer a Inscribr to a Prohibited Transferee.
Transferee’s Obligations. You hereby agree that all subsequent transactions involving your Inscribr are subject to the following terms: (a) the Inscribr transferee (the “Transferee”) shall, by purchasing, accepting, accessing or otherwise using the Inscribr Digital Art, be deemed to accept all of the terms of this Agreement as a “You” hereof; (b) the Inscribr transferor (the “Transferor”) shall provide notice to the Transferee of this Agreement, including a link or other method by which the terms of this Agreement can be accessed by the Transferee.
Resale Royalty. You further acknowledges and agrees that all subsequent transactions involving your Inscribr will be effected on the blockchain network governing the Inscribr, and You will be required to make or receive payments exclusively through Your cryptocurrency wallet; (c) the Transferor shall pay or cause to be paid to CTRL to be a portion of the total purchase price for the Inscribr in connection with the transaction between the Transferor and the Transferee (the “Royalty Payment”), which Royalty Payment shall be paid on the same terms and at the same time as the Transferor is paid by the Transferee. You acknowledge and agree that the Royalty Payment; and (d) each such subsequent transaction shall be effected on the applicable blockchain. For the avoidance of doubt, you (as Transferor) and all subsequent Transferees (to the extent they are Transferors) are responsible for paying each Royalty Payment to the extent such Royalty Payment is not automatically paid as a result of the operation of the smart contract related to the Inscribr.
Relationship with Third Parties. Inscribrs may be available for purchase or transfer (i) on one or more third-party platforms, such as Magic Eden, or other marketplaces that may be established from time to time (each, an “Digital Art Marketplace”), which we do not operate, or (ii) directly from third-party owners of Inscribrs (such transactions, “Direct Sales”). The access and use of any Digital Art Marketplace is subject to the separate terms of that Digital Art Marketplace and any Direct Sales are subject to the terms thereof. In addition, although we do not guarantee that they will, third parties may grant Inscribrs owners various rights and benefits. If a third party does so, such rights and benefits will be subject to whatever terms are provided by such third parties. We are not responsible or liable for any third-party Digital Art Marketplace, any Direct Sales, or any third-party rights or benefits. You covenant not to sue CTRL based on activities that may occur on such Digital Art Marketplaces, any Direct Sales (except Direct Sales for which CTRL is the seller or purchase), due to third-party rights or benefits.
Termination of License to the Digital Art. Your licenses to the Digital Art shall automatically terminate and all rights shall revert to CTRL if at any time: (a) You breaches any portion of this Agreement, including any failure to pay any Royalty Payment, (b) You engages in any unlawful activity related to the Inscribr (including transferring the Inscribr to a Prohibited Transferee), or (c) if CTRL has a reasonable basis for believing that you have engaged in a subsequent transaction with respect to a Inscribr that is not recorded on, effected by, or otherwise conducted using the applicable blockchain, or is otherwise conducted in a manner reasonably likely to cause the Royalty Payment to not be timely paid. Upon any termination, discontinuation or cancellation of Your licenses to the Digital Art, CTRL may disable Your access to the Inscribr and You shall delete, remove, or otherwise destroy any back up or other digital or physical copy of the Inscribr.
Your Representations and Warranties. You represents and warrants that You (a) is the age of majority in Your place of residence and/or has the legal capacity to enter into this Agreement; (b) that You will use and interact with the Inscribr only for lawful purposes and in accordance with this Agreement; and (c) will not use the Inscribr to violate any law, regulation or ordinance or any right of CTRL its licensors, or any third party, including without limitation, any right of privacy, publicity, copyright, trademark, or patent. You further represent and warrants that You will comply with all applicable law in the exercise of its rights and obligations under this Agreement.
DISCLAIMERS.
DISCLAIMERS.EACH CTRL INSCRIPTION IS PROVIDED “AS IS” AND “AS AVAILABLE” AND “WITH ALL FAULTS” AND WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING CTRL EXPLICITLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. CTRL MAKES NO WARRANTY THAT ANY CTRL INSCRIPTION WILL YOU’RE YOUR REQUIREMENTS, BE CONTINUALLY DISPLAYED, OR BE AVAILABLE UNINTERRUPTED, SECURELY, OR WITHOUT ERROR. CTRL MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION OR CONTENT MADE AVAILABLE WITH RESPECT TO ANY CTRL INSCRIPTION.
CTRL WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS IN CONNECTION WITH ANY CTRL INSCRIPTION AND TAKES NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF OR INABILITY TO USE ANY CTRL INSCRIPTION, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR ERRONEOUS WALLET ADDRESSES; (II) THE BEHAVIOR OR OUTPUT OF ANY SOFTWARE, SERVER ERROR OR FAILURE, OR DATA LOSS OR CORRUPTION; (III) ANY FEATURES, DEVELOPMENT, ERRORS, OR OTHER ISSUES WITH BLOCKCHAIN NETWORKS; (IV) UNAUTHORIZED ACCESS TO ANY CTRL INSCRIPTION; OR (V) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION, THE USE OF VIRUSES, PHISHING, OR OTHER MEANS OF ATTACK.
YOU UNDERSTAND AND ACCEPT THAT DIGITAL ARTS ARE UNIQUE DIGITAL ASSETS REPRESENTED BY SMART CONTRACTS ON THE BLOCKCHAIN WHICH CREATES A DECENTRALIZED LEDGER OF ALL TRANSACTIONS OCCURRING THEREON. YOU FURTHER ACKNOWLEDGE THAT (I) AS SUCH, THE DIGITAL ART WILL BE OUTSIDE THE CONTROL OF ANY ONE PARTY, INCLUDING CTRL, AND (II) CTRL SIMILARLY DOES NOT OWN OR CONTROL THE BLOCKCHAIN NETWORK, THE DIGITAL ART MARKETPLACE, OR VARIOUS OTHER SERVICES, PIECES OF EQUIPMENT, OR TECHNOLOGY THAT MAY BE IMPLICATED BY THE SALE OF DIGITAL ART OR EXCHANGE OF CRYPTOCURRENCY. THUS ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER WITHIN THE BLOCKCHAIN NETWORK, WHICH CTRL DOES NOT CONTROL. CTRL DOES NOT GUARANTEE THAT CTRL CAN EFFECT THE TRANSFER OF TITLE OR RIGHT IN ANY CTRL INSCRIPTION. You BEARS FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF THE DIGITAL ASSETS. NOTWITHSTANDING INDICATORS AND MESSAGES THAT SUGGEST VERIFICATION, CTRL MAKES NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF THE DIGITAL ASSETS.
THE ABOVE EXCLUSION MAY NOT APPLY TO YOU IF YOU RESIDE IN A JURISDICTIONS THAT DOES NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES IN CONTRACTS WITH CONSUMERS.
Assumption of Digital Art Risks. By accessing and using the website, You acknowledge the uncertainties with the development and sale of Digital Art and the technologies through which they are created, assumes all risks associated therewith, including: (i) the risks described in the disclaimers herein, (ii) the risks relating to the characterization of Digital Art and other digital assets under applicable law, (iii) the risks of adverse impacts from changes to the blockchain protocol, mining attacks, timing errors, hacking, digital wallet security, lost or forgotten passwords, passkeys, private keys, or other credentials needed to access the Inscribr, (iv) the risk of cryptocurrency price and fiat exchange volatility, irreversible transactions, uninsured losses, and (v) other unanticipated risks, and further acknowledges that it has obtained sufficient information to make an informed decision with respect to the foregoing risks and uncertainties in entering into this Agreement.
Social Media Component. In certain sections of the Site, you may also be able to post your comments on social media sites such as Facebook, Pinterest, Instagram or YouTube. For example, your friends and others who have access to view information about you on these social media sites will be able to see that you posted a comment. You’ll also be able to see similar information about your social media site friends who are connected to our Site. In addition, our Site may personalize and otherwise enhance your experience based on your social media accounts, such as your basic information, likes and interests. Please pay careful attention to the privacy settings on your social media accounts, which will impact this feature and may give you some control over the information that is shared and who it is shared with.BY CONNECTING YOUR SITE ACCOUNT TO YOUR SOCIAL MEDIA ACCOUNTS, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE CONSENTING TO THE CONTINUOUS RELEASE OF INFORMATION ABOUT YOU TO OTHERS, INCLUDING TO SOCIAL MEDIA SITES SUCH AS FACEBOOK, PINTEREST, INSTAGRAM OR YOUTUBE (IN ACCORDANCE WITH YOUR PRIVACY SETTINGS ON FACEBOOK, PINTEREST, INSTAGRAM AND/OR YOUTUBE AND YOUR ACCOUNT SETTINGS ON OUR SITE). IF YOU DO NOT WANT INFORMATION ABOUT YOU TO BE SHARED IN THIS MANNER, DO NOT USE THE SOCIAL MEDIA SITE FEATURES.
No Warranties. THIS SITE AND THE MATERIALS CONTAINED THEREIN ARE PROVIDED ON AN “AS IS” BASIS; CTRL MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT USE OF THIS SITE, INCLUDING ALL CONTENT OR DATA DISTRIBUTED BY, DOWNLOADED, OR ACCESSED FROM OR THROUGH THIS SITE, IS AT YOUR SOLE RISK. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. NEITHER CTRL NOR ANY PERSON ASSOCIATED WITH CTRL MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER CREATE NOR ANYONE ASSOCIATED WITH CTRL REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
WE ARE NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT, OR PHOTOGRAPHY. WHILE WE ATTEMPT TO ENSURE YOUR ACCESS AND USE OF THE SITE IS SAFE, WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY LOSSES OR DAMAGES ARISING FROM THE USE OF THE CONTENT PROVIDED ON THE SITE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
TO THE EXTENT THE SITE ENABLES YOU TO INTERACT WITH THE PROTOCOL, YOU UNDERSTAND THAT YOUR USE OF THE PROTOCOL IS ENTIRELY AT YOUR OWN RISK. THE PROTOCOL IS AVAILABLE ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE. YOU ASSUME ALL RISKS ASSOCIATED WITH USING THE PROTOCOL, AND DIGITAL ASSETS AND DECENTRALIZED SYSTEMS GENERALLY, INCLUDING BUT NOT LIMITED TO, THAT DIGITAL ASSETS ARE HIGHLY VOLATILE; YOU MAY NOT HAVE READY ACCESS TO ASSETS; AND YOU MAY LOSE SOME OR ALL OF YOUR InscribrS OR OTHER ASSETS. YOU AGREE THAT YOU WILL HAVE NO RECOURSE AGAINST CTRL FOR ANY LOSSES DUE TO YOUR USE OF THE PROTOCOL. FOR EXAMPLE, THESE LOSSES MAY ARISE FROM OR RELATE TO: (I) LOST FUNDS; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED CRYPTOCURRENCY WALLET FILES; (IV) UNAUTHORIZED ACCESS; (V) ERRORS, MISTAKES, OR INACCURACIES; OR (VI) THIRD-PARTY ACTIVITIESTermination. You may terminate your use of the Site at any time by notifying us that you no longer wish to use our services, or when you cease using our Site. You agree that CTRL, in its sole discretion, may terminate any access you may have through the Site or your use of the Site, and remove and discard all or any part of your access or any user content. You agree that your access to the Site or any account you may have or portion thereof may be terminated without prior notice, and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to the Site (or any part thereof). You also agree that CTRL shall not be liable to you or any third-party for any such termination. CTRL reserves the right to modify, suspend or discontinue the Site and/or access to it at any time and without notice to you, and CTRL will not be liable to you should it exercise such rights, even if your use of the Site is impacted by the change. These remedies are in addition to any other remedies CTRL may have at law or in equity. All provisions of the Terms shall survive termination of use of the site by either party, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
Limited Liability. IN NO EVENT WILL CTRL, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SITE, OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS, OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.
IN NO EVENT WILL THE COLLECTIVE LIABILITY OF CTRL AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED ONE HUNDRED U.S. DOLLARS ($100).
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.Force Majeure. Except for payment obligations, non-performance or late performance of either party shall be excused to the extent that performance is rendered impossible, commercially unreasonable, or delayed by strike, fire, flood, pandemic, governmental acts or orders or restrictions, war, acts of terrorism, labor conditions, supply restrictions, communication or shipment problems, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control of the non-performing or late performing party whether or not similar to the foregoing.
Indemnification. You agree to defend, indemnify, and hold harmless CTRL, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of the Terms or your use of the Site, including, but not limited to, any use of the Site’s content, services, and products other than as expressly authorized in the Terms or your use of any information obtained from the Site. CTRL reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter giving rise to your indemnification obligations without the prior written consent of CTRL. CTRL will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
Governing law and Choice of Forum. This Agreement and any action related thereto will be governed by the U.S. Federal Arbitration Act, federal arbitration law, and the laws of the State of New York, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 21 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) will be the state and federal courts located in the State and City of New York, and you and CTRL each waive any objection to jurisdiction and venue in such courts.
Dispute Resolution.
Precondition to Arbitration. Without limitation of CTRL’s rights contained herein, the Parties must first attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof, or the use of the Inscribr or Inscribr images (collectively, “Disputes”) through informal amicable resolution discussions. Accordingly, neither Party may start a formal arbitration proceeding for at least sixty (60) days after one party notifies the other party of a claim in writing. As part of this informal resolution process, Owner must deliver a written notice of any Dispute via first-className mail to 1111 Lincoln Road Suite 500, Miami, FL, 33139 and by courtesy e-mail copy to rise@seizectrl.io.
Mandatory Arbitration of Disputes. The Parties agree that any Dispute will be resolved solely by binding, individual arbitration and not in a className, representative, or consolidated action or proceeding; provided, however, that each Party retains the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyright or patent). The Parties agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this Agreement, and that each Party is waiving the right to a trial by jury or to participate in a className action. This arbitration provision shall survive termination of this Agreement. c. Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Agreement. There shall be one arbitrator. A Party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other Party as specified in the AAA Rules. The place of arbitration will be New York, New York. The Parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. Such an award is final and binding upon you and us. Except as may be required by law, neither Party nor the arbitrator may disclose the existence, content or results of any arbitration without the prior written consent of both parties, unless to protect or pursue a legal right.
Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. The prevailing party in the arbitration shall be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law, and may be awarded.
className Action Waiver. YOU AND CTRL AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR className MEMBER IN ANY PURPORTED className OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE ANOTHER PERSON’S CLAIMS WITH YOUR CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR className PROCEEDING.
If any part of this Arbitration Agreement is found to be invalid or unenforceable, then such part shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue to be in full force and effect
Claims. YOU AGREE THAT ANY CAUSE OF ACTION BROUGHT BY YOU ARISING OUT OF OR RELATED TO OUR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Notice for California Users. Under California Civil Code Section 1789.3, users of an electronic commercial service from California are entitled to receive the following information on how to resolve a complaint regarding our Site to receive further information regarding use of our Site:Such complaints or requests may be submitted via email to rise@seizectrl.io
General Terms. If any provision of the Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions. The Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by CTRL without restriction. Any assignment attempted to be made in violation of these Terms shall be void. This is the entire agreement between you and CTRL relating to the subject matter herein and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter, excluding any other agreements that you may have entered into with CTRL. These Terms shall not be modified except in writing, signed by both parties, or by a change to these Terms made by CTRL as set forth in Section 3 above. All rights not expressly granted in these Terms are reserved to us.
INSCRIBR © 2025
