Terms of Service
Crosschain Ventures, LLC, a limited liability company duly organized and existing under the laws of the State of North Carolina, United States, and conducting business under the trade name Emblem (hereinafter referred to as “Emblem,” “we,” “us,” or “our”), owns, operates, and provides access to the Emblem Vault® protocol, an innovative Non-Fungible Token (“NFT”) Vault solution enabling deployment of personal Vaults on the Ethereum blockchain for the purpose of securing and managing digital assets across multiple blockchain networks. Emblem further provides Agent Hustle, an experimental artificial intelligence-driven product (alternatively referred to as Hustlebot, HustleAI, or EmblemAI), intended to furnish users with insights, guidance, and automation functionalities pertaining to blockchain interactions and digital asset management.
Emblem maintains and administers the foregoing services through its websites, including but not limited to emblem.pro and emblem.finance (collectively, the “Site(s)”), as well as through associated Smart Contracts, software applications, application programming interfaces (“APIs”), and ancillary tools or functionalities (collectively, the “Services”).
NOTICE: THESE TERMS OF SERVICE CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND EMBLEM. PLEASE REVIEW THIS DOCUMENT IN ITS ENTIRETY. YOUR ATTENTION IS EXPRESSLY DIRECTED TO PROVISIONS THAT LIMIT CERTAIN LEGAL RIGHTS, INCLUDING, WITHOUT LIMITATION, YOUR RIGHT TO INITIATE LITIGATION IN A COURT OF LAW, YOUR RIGHT TO A TRIAL BY JURY, YOUR RIGHT TO PARTICIPATE IN CLASS OR REPRESENTATIVE ACTIONS, YOUR RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED UNDER THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), AND YOUR RIGHT TO CERTAIN REMEDIES OR FORMS OF RELIEF. BY ACCESSING OR USING THE SERVICES, YOU IRREVOCABLY CONSENT TO BE BOUND BY THESE TERMS.
1. Acceptance of Terms
These Terms of Service (hereinafter referred to as the “Terms” or “Agreement”) constitute a legally enforceable contract between you (hereinafter referred to as “you” or “User”), encompassing both you as an individual or entity and any digital wallet utilized by you in connection with the Services, and Emblem. These Terms govern your access to, interaction with, and utilization of the Services, including but not limited to the Site(s), Smart Contracts, Vaults, and all related software, websites, applications, APIs, web tools, third-party integrations, features, or functionalities provided by Emblem, as well as any successor platforms thereto.
Your engagement with the Services, including but not limited to accessing the Site(s), logging into the Site(s), connecting a digital wallet, initiating transactions via a digital wallet, deploying or interacting with a Vault, or otherwise invoking the functionalities of the Services, shall constitute your express acknowledgement, reaffirmation, and irrevocable consent to be bound by these Terms in their entirety. Should you dissent from any provision herein, you are obligated to immediately and permanently cease all access to and use of the Services.
2. Modification and Amendment of Terms
Emblem reserves the unilateral right, exercisable at its sole and absolute discretion, to modify, amend, or supplement these Terms at any time. Such modifications shall become effective immediately upon posting of the revised Terms on the Site(s). Your continued access to or use of the Services subsequent to such posting shall constitute your affirmative acceptance of the revised Terms, including all provisions incorporated therein by reference. It is your sole responsibility to periodically review these Terms to ascertain any changes and to ensure comprehension of the terms and conditions applicable to your use of the Services.
From time to time, Emblem may promulgate additional terms and conditions specific to particular services or functionalities within the Services (collectively deemed part of the “Services” hereunder), which additional terms shall be incorporated into this Agreement by reference and made available in connection with the relevant service. In the event of any conflict or inconsistency between these Terms and such additional terms, the latter shall prevail with respect to the specific service to which they pertain.
3. Eligibility and Authority
You hereby represent and warrant that you possess the full legal right, authority, and capacity to enter into and be bound by this Agreement, whether on behalf of yourself as an individual or as an authorized agent of a third-party individual, entity, or organization. You further represent and warrant that you are at least thirteen (13) years of age. If you are under the age of eighteen (18), your use of the Services is permissible only through an Account established by a parent or legal guardian, subject to such parent or guardian’s separate and independent assent to these Terms. Use of the Services by individuals under thirteen (13) years of age is expressly prohibited.
If you access or utilize the Services on behalf of a corporation, collective, decentralized autonomous organization (“DAO”), smart contract, or any other legal entity, the term “you” shall encompass both you and such entity. In such circumstances, you represent and warrant that: (i) you are duly authorized to act as a representative of the entity with full power to bind it to these Terms; (ii) you are empowered by the entity to initiate transactions and interact with Smart Contracts using a digital wallet on its behalf; and (iii) you affirmatively agree to these Terms on behalf of said entity. Should you employ automated agents, bots, spiders, smart contracts, or other technological instruments (collectively, “Technical Agents”) to interact with the Services, the term “you” shall extend to such Technical Agents, and you shall bear sole responsibility and liability for all actions, omissions, and consequences arising from their use.
4. User Obligations
In addition to all other duties and obligations delineated herein, you shall be solely responsible for evaluating, observing, and discharging any and all legal, regulatory, or contractual obligations applicable to your voluntary use of the Services. Without limitation, you shall independently determine the applicability of any taxes to your transactions conducted through the Services and shall be solely responsible for withholding, collecting, reporting, and remitting the correct amounts of such taxes to the appropriate governmental authorities. Emblem shall not be obligated to determine, withhold, collect, report, or remit any taxes applicable to your assets held within or transferred from a Vault. You expressly agree not to utilize the Services in any manner that contravenes any applicable statute, regulation, ordinance, or sanctions program, including but not limited to those administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”). Emblem strongly advises consultation with competent legal and tax professionals prior to engaging with the Services. Nothing contained within these Terms shall be construed as constituting legal, tax, investment, or other professional advice.
5. Nature of Vault Services and Underlying Technologies
The Services facilitate the creation and management of personal Vaults, represented as NFTs issued on the Ethereum blockchain. Emblem provides mechanisms for the generation, encryption, storage, communication, and decryption of private-public key pairs associated with such Vaults and with wallets on various public blockchains designated by Emblem.
The Services are predicated upon experimental and decentralized technologies, including but not limited to public blockchains, Smart Contracts, NFTs, Ordinals, cryptocurrencies, and stablecoins. Such technologies are not subject to Emblem’s direct control and are inherently susceptible to a multiplicity of risks, uncertainties, and potential security vulnerabilities, including but not limited to phishing attacks, Sybil attacks, brute-force attempts, inactive listing exploits, impersonation schemes, and malicious software (“Third-Party Attacks”). Emblem shall not be liable, directly or indirectly, for any loss, damage, or injury, whether actual or alleged, sustained by you in connection with such Third-Party Attacks.
Blockchain technologies and digital assets are further subject to legal and regulatory uncertainties that may materially and adversely impact the functionality, availability, or utility of the Services. Emblem reserves the right to engage in Smart Contract transactions as a purchaser, deployer of Vaults, or ordinary user of the Services. Transactions executed on blockchains may incur variable fees (e.g., “Gas” fees on Ethereum), the cost and availability of which are beyond Emblem’s control. You acknowledge and agree that no contract, agreement, offer, sale, bid, or other transaction involving the Services or Smart Contracts shall be deemed invalid, revocable, reversible, refundable, or otherwise unenforceable due to the magnitude, unpredictability, or unacceptability of such fees.
You expressly acknowledge that the technologies underlying the Services are novel, experimental, and speculative, presenting significant uncertainties regarding their operation, effects, and security risks, including the potential impact of advances in cryptography (e.g., quantum computing) and evolving regulatory frameworks. To the fullest extent permitted by applicable law, Emblem disclaims any and all liability arising from or related to the foregoing technologies and its facilitation of your interaction therewith, including but not limited to liability associated with the generation, encryption, decryption, storage, or communication of private keys or other security-related information pertaining to your Vault or digital assets.
6. Consent to Automated Smart Contract Operations
You hereby acknowledge, agree, and irrevocably consent that all transactions initiated by you, including but not limited to fees paid, assets transferred, or NFTs claimed, shall be processed and settled exclusively by the applicable public blockchain, over which Emblem exercises no control. Emblem possesses no capability to reverse or modify transactions previously settled on the Ethereum blockchain. By invoking or interacting with Emblem’s Smart Contracts, you provide irrevocable consent to the automated execution of any authorized transactions, fees, operations, or functionalities enabled thereby.
You further acknowledge that Smart Contracts may be susceptible to errors, malfunctions, timing discrepancies, hacking, theft, vulnerabilities, or alterations (including blockchain “forks”), which may adversely affect the Services, your property interests in digital assets, or your ability to exercise rights thereto, potentially resulting in total loss or forfeiture thereof. Emblem neither guarantees nor assumes responsibility for your continued ownership of, access to, or enjoyment of any Vault, assets held therein, or the Services generally.
7. Non-Reliance
You represent and warrant that you possess sufficient knowledge, experience, and sophistication in blockchain technologies, cryptocurrencies, digital assets, NFTs, Ordinals, Vaults, and Smart Contracts to independently evaluate the merits and risks of any transaction conducted via the Services or any underlying digital asset. You affirm that you have conducted a thorough and independent investigation and analysis of the Services, Smart Contracts, and all matters contemplated herein, and that your decision to engage with the Services is not predicated upon any information, statement, omission, representation, or warranty—whether express or implied, written or oral—made by or on behalf of Emblem, except as expressly delineated within these Terms.
8. Access to and Use of the Services
To establish an Account and access the full functionality of the Services, you must connect a third-party digital wallet over which you exercise lawful ownership and control. By connecting such wallet to the Site(s), you represent and warrant that you are the sole and rightful owner thereof and that you bear exclusive responsibility for maintaining the security of the wallet, including all authentication credentials, private keys, public keys, non-fungible tokens, or cryptocurrencies stored therein or accessible therethrough. You may be required to cryptographically verify possession of the wallet’s private key through your third-party wallet provider to authenticate ownership prior to executing transactions via the Services. Your use of the digital wallet shall be governed by the terms and conditions of your third-party wallet provider. Emblem neither owns nor exercises custody over your digital wallet or the assets contained therein and disclaims any responsibility or obligation to manage, modify, secure, or perform transactions on behalf of your wallet.
9. Security of Your Digital Wallet
10. Agent Hustle: AI Services Provisions
Emblem provides Agent Hustle, an experimental artificial intelligence-driven tool intended to offer insights, automation, and guidance pertaining to blockchain interactions and digital asset management. By utilizing Agent Hustle, you acknowledge and agree to the following:
10.1 Disclaimer of Warranties
Agent Hustle constitutes an experimental service and may generate outputs that are inaccurate, incomplete, biased, misleading, or otherwise unsuitable. Emblem makes no representations or warranties, express or implied, regarding the accuracy, reliability, completeness, or fitness for any particular purpose of Agent Hustle’s outputs. All insights, guidance, or recommendations provided by Agent Hustle are furnished solely for informational purposes and shall not be construed as financial, legal, investment, or other professional advice. You shall bear sole responsibility for independently verifying any outputs generated by Agent Hustle prior to relying upon or acting upon such outputs. Emblem disclaims all liability for any actions taken, damages sustained, or losses incurred as a result of your reliance upon Agent Hustle’s outputs. Emblem disclaims all liability for any losses, damages, or claims resulting from reliance on Agent Hustle. Users assume full responsibility for evaluating and verifying any insights prior to taking action. Emblem assumes no responsibility for financial losses, inaccurate predictions, or security issues arising from interactions with Agent Hustle. Agent Hustle should not be relied upon for financial, legal, investment, tax, or health decisions. Users must consult appropriate professionals before making decisions based on Agent Hustle insights. Emblem assumes no liability for financial loss or adverse decisions influenced by Agent Hustle. All use is at the user’s own risk.
10.2 Risks of Use
You expressly acknowledge and accept the inherent risks associated with Agent Hustle, including but not limited to the potential for generation of inaccurate, biased, misleading, incomplete, or harmful content. Agent Hustle shall not be utilized for mission-critical decisions, including those involving financial, legal, or security matters, without independent verification. You shall exercise due caution and treat all AI-generated outputs as general guidance only. Emblem assumes no responsibility for the security or integrity of data submitted to Agent Hustle, nor for any unauthorized access, data breaches, or loss of information arising from your interactions therewith.
10.3 AI Bias and Unpredictability
Agent Hustle may generate content that is inaccurate, biased, misleading, or incomplete. Emblem makes no guarantee that AI-generated insights are free from bias or misinformation. Users should carefully evaluate AI-generated content before acting on it.
10.4 User Responsibilities
By engaging with Agent Hustle, you agree to: (i) independently evaluate and verify all AI-generated insights prior to making decisions or taking actions based thereon; (ii) assume full responsibility for any consequences arising from reliance upon Agent Hustle; (iii) refrain from utilizing Agent Hustle for unlawful, malicious, or harmful purposes; and (iv) accept that Agent Hustle may produce content that is inaccurate, biased, or potentially harmful, with Emblem bearing no liability for such outcomes.
10.5 Data Collection and Privacy
To enhance the functionality and performance of Agent Hustle, Emblem may collect limited, non-identifiable data, including but not limited to user prompts, interaction histories, and system responses. All such data shall be anonymized and processed securely. Emblem shall not sell, disclose, or distribute identifiable data to third parties without your express consent. Data collected from Agent Hustle shall be utilized solely for the purpose of improving its performance and functionality, subject to applicable privacy laws and regulations. Users are advised to avoid submitting confidential, financial, or personally identifiable information to Agent Hustle. Emblem disclaims all liability for outcomes resulting from such submissions. Emblem may collect anonymized data for system improvement, but assumes no responsibility for misused data by third parties.
10.6 Limitation of Liability
To the maximum extent permitted by applicable law, Emblem disclaims all liability for any losses, damages, or claims arising from: (i) reliance upon AI-generated insights or content; (ii) financial losses, erroneous decisions, or adverse outcomes resulting from Agent Hustle’s outputs; (iii) security vulnerabilities, data breaches, or system malfunctions caused by interactions with Agent Hustle; or (iv) any action or inaction taken by you based upon AI-generated outputs. In no event shall Emblem be liable for any direct, indirect, incidental, special, consequential, or punitive damages arising from the use of Agent Hustle, even if Emblem has been advised of the possibility of such damages. Emblem disclaims all liability for losses, errors, or damages caused by inaccurate, incomplete, or unexpected Agent Hustle outputs. Users assume full responsibility for interpreting and acting upon AI-generated insights. Emblem shall not be held responsible for misinterpretations, data loss, or decisions based on Agent Hustle content.
10.7 Suspension or Termination
Emblem reserves the right, at its sole discretion and without prior notice, to modify, suspend, or terminate Agent Hustle in the event that: (i) security vulnerabilities are identified; (ii) significant errors, inaccuracies, or malfunctions occur; or (iii) Emblem determines that continued operation poses an unacceptable risk to Users or third parties, including risks arising from emerging artificial intelligence regulations. Emblem shall not be liable for any losses resulting from such modification, suspension, or termination.
10.8 Indemnification
You agree to indemnify, defend, and hold harmless Emblem, its affiliates, officers, directors, employees, agents, successors, and assigns from and against any claims, damages, losses, liabilities, or expenses (including reasonable attorneys’ fees) arising from: (i) your reliance upon AI-generated insights; (ii) actions taken based upon inaccurate or incomplete outputs from Agent Hustle; or (iii) harm caused to third parties resulting from your utilization of AI-generated content.
10.9 Dispute Resolution
Any disputes arising from or relating to your use of Agent Hustle shall be resolved through binding arbitration pursuant to Section 21 herein. Emblem disclaims all liability for outcomes resulting from erroneous or incomplete AI-generated content.
10.10 Intellectual Property
Emblem retains all right, title, and interest in and to Agent Hustle and its underlying technology. While you may utilize content generated by Agent Hustle for purposes consistent with these Terms, no ownership rights in the AI system or its foundational technology are transferred to you.
11. Ownership of the Services
You acknowledge and agree that Emblem retains all legal right, title, and interest in and to the Services, including but not limited to the Site(s), Smart Contracts, software, designs, graphics, images, logos, icons, information, articles, scripts, templates, code, data, and all other elements comprising the Services, as well as the “look and feel,” organization, and compilation of content therein (collectively, “Emblem Materials”). All such Emblem Materials constitute the sole and exclusive property of Emblem, including all copyrightable works, patentable subject matter, trademarks, service marks, and other intellectual property rights pertaining thereto. To the extent that Emblem refers to your “ownership” of a Vault, such ownership is strictly limited to a possessory interest in the specific instance of the Vault deployed by your digital wallet via the Services and does not confer any intellectual property rights or assignment in the underlying Smart Contracts, code, or Emblem Materials. Any use of Emblem Materials beyond that expressly authorized herein is strictly prohibited. Emblem reserves all rights not expressly granted to you under these Terms.
12. License to Use the Services
Subject to your full compliance with these Terms, Emblem hereby grants you a limited, non-exclusive, non-transferable, revocable, non-sublicensable, and personal license to access and utilize the Services, Site(s), and Smart Contracts solely for the purposes contemplated herein. If any software, content, or materials owned, controlled, or licensed by Emblem are distributed or made available to you as part of the Services, Emblem grants you a non-commercial, personal, non-assignable, non-sublicensable, non-transferable, and non-exclusive right and license to access and display such software, content, and materials solely for the purpose of enabling your use of the Services as permitted by these Terms. Emblem reserves the right to interrupt, suspend, or terminate your access to the Services at any time, with or without notice, for reasons including but not limited to equipment malfunctions, periodic updates, maintenance, repairs, enforcement of these Terms, or other actions deemed necessary in Emblem’s sole discretion. You agree that Emblem shall not be liable to you or any third party for any such modification, suspension, or discontinuance of the Services.
13. Compliance with Applicable Law
You represent and warrant that your use of the Services shall be conducted solely for lawful purposes, in strict accordance with these Terms, and in full compliance with all applicable laws, statutes, ordinances, and regulations, including but not limited to those of local, state, federal, and international jurisdictions. Without limitation, you covenant that you shall not, directly or indirectly, through or in connection with the Services: (i) transmit, mint, publish, upload, distribute, or disseminate any content that is unlawful, infringing, defamatory, harassing, abusive, fraudulent, obscene, pornographic, or otherwise objectionable; (ii) engage in any activity that violates, or assists in the violation of, any law, statute, ordinance, regulation, or sanctions program, including but not limited to those administered by OFAC, or that involves proceeds derived from unlawful activity; (iii) distribute viruses, worms, defects, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature; (iv) impersonate Emblem or any other person or entity, or employ deceptive means to access a third party’s digital wallet; (v) defraud Emblem, other Users, or third parties, or provide false, inaccurate, or misleading information, particularly with respect to the contents, value, status, authenticity, or security of a Vault; (vi) infringe upon the intellectual property rights, property rights, privacy rights, or other legal rights of any person or entity; (vii) engage in, promote, solicit, or encourage illegal activities, including but not limited to terrorism, tax evasion, theft, or money laundering; (viii) interfere with another User’s access to or enjoyment of the Services; (ix) defame, abuse, extort, stalk, threaten, or otherwise harass other Users; (x) incite, threaten, facilitate, promote, or encourage hate, racial intolerance, or violent acts against others; (xi) harvest or collect personal information about other Users without their express consent; (xii) create Accounts or interact with the Services through automated means or under false or fraudulent pretenses; (xiii) exploit the Services for unauthorized commercial purposes; (xiv) modify, adapt, translate, or reverse engineer any portion of the Services; (xv) remove any copyright, trademark, or other proprietary rights notices contained within or associated with the Services; (xvi) utilize any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Site(s) or content posted thereon, or to collect information about Users for any unauthorized purpose; (xvii) engage in any attack, hack, Sybil attack, denial-of-service attack, distributed denial-of-service attack, “griefing attack,” interference, or other exploit or misuse of the Smart Contracts; or (xviii) bypass or circumvent access controls, rate-limiting systems, or other security measures by employing multiple API keys, routing traffic through multiple IP addresses, or otherwise obfuscating the source of traffic directed to Emblem.
14. Additional Prohibited Activities
Given the unique legal and security risks posed by blockchain technologies, NFTs, Vaults, Smart Contracts, and related functionalities, you further covenant that you shall not: (i) utilize or attempt to utilize another User’s digital wallet without express authorization from such User; (ii) pose as another person or entity, or employ a wallet to engage in transactions owned or controlled, in whole or in part, by any other person; (iii) access the Services from a blockchain address previously blocked by Emblem, absent Emblem’s prior written consent; (iv) distribute unsolicited assets, NFTs, or Vaults to other Users; (v) use the Services for commercial purposes inconsistent with these Terms or other instructions provided by Emblem; (vi) engage in conduct intended or reasonably likely to artificially influence the perceived value of a Vault or assets contained therein; (vii) attempt to sell or transfer a Vault that has been claimed or is otherwise insecure; (viii) misrepresent the contents of a Vault or provide misleading, false, or confusing information regarding the same; (ix) transfer assets to Vaults not under your control for any unlawful purpose; (x) employ the Services or Smart Contracts to conduct financial activities requiring registration or licensing, including but not limited to the creation, offering, sale, or purchase of securities, commodities, options, or debt instruments; (xi) utilize the Services to create, sell, or purchase NFTs or other items conferring rights to participate in initial coin offerings (“ICOs”) or securities offerings, or redeemable for securities, commodities, or other financial instruments; (xii) engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activities with respect to NFTs minted through the Services; (xiii) use the Services to buy, sell, vault, or transfer stolen items, fraudulently obtained items, items taken without authorization, or other illegally obtained items; (xiv) create or display illegal content, including but not limited to pornographic material or content involving child sexual exploitation; (xv) utilize the Services in any manner that disrupts, interferes with, or inhibits other Users’ full enjoyment thereof; (xvi) claim assets from your Vault that constitute proceeds of criminal activity; or (xvii) attempt to breach Emblem’s security systems or compromise the security of other Users’ digital wallets or Vaults.
15. Prohibited Persons and Jurisdictions
You represent and warrant that: (i) neither you nor your digital wallet are located in, ordinarily resident in, or organized under the laws of any jurisdiction subject to a comprehensive embargo by the United States Government (an “Embargoed Jurisdiction”); (ii) neither you nor your digital wallet are subject to sanctions administered by any agency of the United States Government, any other governmental authority, or the United Nations (collectively, “Sanctions”); (iii) neither you nor your digital wallet are owned or controlled, directly or indirectly, by any person or entity subject to Sanctions or located in, ordinarily resident in, or organized under the laws of any Embargoed Jurisdiction; (iv) neither you, your digital wallet, any transferors or transferees of assets to or from your digital wallet or Vault, nor any of your officers, directors, managers, shareholders, or authorized representatives are: (a) subject to Sanctions; (b) listed on OFAC’s Specially Designated Nationals and Blocked Persons List; (c) located in, ordinarily resident in, or organized under the laws of any Embargoed Jurisdiction; or (d) owned or controlled, directly or indirectly, by any person or entity described in (a) through (c) (collectively, “Prohibited Persons”); and (v) you have not received assets, directly or indirectly, from any Prohibited Persons, digital wallets, or Vaults identified by the United States Government as primarily facilitating illegal activity.
You further covenant that the foregoing representations shall remain true and accurate throughout the duration of your engagement with the Services. If you access or use the Services from outside the United States, you shall be solely responsible for ensuring that such access and use comply with all applicable laws, regulations, and these Terms. Emblem reserves the right, at its sole discretion, to require you to provide additional information or documentation to verify compliance with this Section, including in response to governmental requests, applicable legal requirements, or suspected violations of law or these Terms. Failure to provide such information may result in the suspension or termination of your Account and access to the Services until compliance is satisfactorily demonstrated.
16. Emblem Vaults
Emblem Vaults are user-generated NFTs deployed on the Ethereum blockchain, which may be controlled, modified, transferred, or claimed by the Vault owner, as determined by the Ethereum blockchain. Such Vaults may be configured with multiple addresses across various blockchains capable of receiving, but not sending, assets available on the respective blockchains. Transfer of a Vault necessarily includes transfer of all assets contained therein. Vaults and their associated assets may only be claimed by the authenticated Vault owner. Upon claiming a Vault, the private key associated therewith is exposed to the claiming party, enabling such party to access all assets within the Vault and rendering the Vault insecure for subsequent use by any other party. You shall be solely responsible for independently investigating and verifying whether a Vault has been previously claimed prior to any transfer or purchase thereof. Emblem makes no representations or warranties regarding, and assumes no duty or obligation to warn you of, the status, security, or risks associated with any specific Vault.
Your ordinary utilization of the Services does not confer upon Emblem sole possession, custody, or control over your digital wallet, deployed Vault, NFTs, or other assets held therein. Emblem, acting as a technical service provider, may exercise limited control over your Vault to facilitate your experience or protect other Users, but shall not generally interfere with your lawful ownership thereof. Emblem is not a wallet provider, Vault exchange, broker, financial institution, money services business, or creditor, and does not facilitate the sale or transfer of Vaults directly through the Site(s). Emblem is not a party to any agreement or transaction between you and other Users or third parties, whether conducted on or off the Site(s). Notwithstanding the foregoing, Emblem may receive fees for sales or transfers of Vaults on third-party marketplaces as enabled by the deployed Smart Contract code, as further detailed in Section 17.
YOU DEPLOY, VIEW, TRANSFER, AND PURCHASE VAULTS AT YOUR SOLE RISK, WHETHER ON OR OFF THE SITE(S). EMBLEM EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, AS TO THE TITLE, SECURITY, OR AUTHENTICITY OF ANY VAULT AVAILABLE THROUGH THE SERVICES. EMBLEM ASSUMES NO OBLIGATION TO NOTIFY YOU OF POTENTIAL VULNERABILITIES OR RISKS ASSOCIATED WITH ANY GIVEN VAULT.
17. Fees
Emblem may impose a fee for the deployment of a Vault, payable in a cryptocurrency or other form of payment specified on the Site(s) in association with your Vault deployment. The amount and form of such fee shall be determined by Emblem and displayed at the point of deployment. All fees paid to Emblem are non-refundable and irreversible. Emblem reserves the absolute right, exercisable at its sole discretion, to modify the amount or type of payment acceptable for the Vault deployment fee, and shall endeavor to provide reasonable notice of material changes via the Site(s) or other communication channels, though such notice is not legally required. Pursuant to the terms encoded within the Smart Contracts, Emblem may receive a fee or royalty for the sale or transfer of your Vault on third-party marketplaces. By deploying a Vault, and again upon transferring or selling a Vault on a third-party marketplace, you irrevocably consent to the payment of such fees to Emblem. Emblem further reserves the right to designate itself as a recipient of royalties or creator fees to third-party marketplaces facilitating the sale of your Vaults.
18. Third-Party Services
19. User-Uploaded Content
By creating a Vault, uploading content through the Site(s), or adding NFTs or other assets to your Vault, you represent and warrant that, to the best of your knowledge: (i) all associated content—including but not limited to downloadable media, images, video, audio, metadata, descriptions, tags, attributes, logos, trademarks, likenesses, and other elements submitted by you (collectively, “Content”)—does not infringe upon the intellectual property rights of any third party; (ii) your actions in vaulting, selling, uploading, or transferring such Content or associated Vault do not violate any contractual rights or obligations owed to any third party; and (iii) you possess exclusive right and title to all proceeds, royalties, or revenues received in your digital wallet or Vault as a result of the sale or use of such Vault or assets contained therein.
20. Vault Metadata
You shall ensure that all information or metadata submitted in connection with your deployed Vaults is accurate, truthful, lawful, and non-infringing. Information displayed on the Site(s) regarding Vaults is generated by Users, not Emblem, and should be regarded with extreme caution. By deploying a Vault, you expressly grant Emblem the right, exercisable at its sole discretion, to modify, amend, or delete your Vault metadata for any reason deemed necessary, including but not limited to violations of these Terms, protection of other Users, security of the Site(s), facilitation of third-party marketplace listings, or prevention of legal violations.
EMBLEM MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, AUTHENTICITY, OR COMPLETENESS OF INFORMATION DISPLAYED ON THE SITE(S) IN CONNECTION WITH USER-GENERATED VAULTS. EMBLEM ASSUMES NO OBLIGATION TO AMEND OR CORRECT ANY USER’S VAULT METADATA. YOU SHALL BE SOLELY RESPONSIBLE FOR EVALUATING THE AUTHENTICITY OF WARRANTIES, PROMISES, OR INFORMATION UPLOADED BY OTHER USERS IN ASSOCIATION WITH THEIR DEPLOYED VAULTS.
21. Dispute Resolution and Arbitration
21.1 Binding Arbitration
You and Emblem mutually agree that, except as provided herein, any and all disputes, controversies, claims, or counterclaims arising out of or relating to these Terms, the Services, an NFT, your Smart Contracts, or any transaction conducted through the Services (collectively, “Disputes”) shall be resolved exclusively through final and binding arbitration under the Rules of the American Arbitration Association (“AAA Rules”), rather than through litigation in a court of law. Prior to initiating arbitration, both parties shall engage in good-faith efforts to resolve Disputes informally. Arbitration shall be conducted by a single arbitrator, whose determination regarding the arbitrability of a Dispute and whose decision on all substantive and procedural matters shall be final and binding upon the parties, enforceable in any court of competent jurisdiction. The arbitration proceedings, including all pleadings, briefs, documents, testimony, and awards, shall remain confidential, except as required by law or applicable regulatory disclosure obligations.
21.2 Exceptions
This arbitration provision shall not preclude you or Emblem from: (i) pursuing qualifying claims in a small claims court within your local jurisdiction, provided such claims meet applicable jurisdictional thresholds; (ii) seeking action by federal, state, or local governmental agencies consistent with these Terms; or (iii) requesting a court of competent jurisdiction to compel arbitration or enforce an arbitrator’s award. Disputes between Users or between Users and third parties are excluded from this provision, and Emblem shall not provide dispute resolution services therefor.
21.3 Costs
Should you demonstrate that the costs of arbitration would be prohibitive compared to litigation, Emblem shall pay such portion of the administrative costs and arbitrator fees as the arbitrator deems necessary to prevent such prohibition, with final apportionment of costs determined by the arbitrator in the award.
21.4 Waiver of Jury Trial and Class Actions
By agreeing to these Terms, you and Emblem irrevocably waive any right to a trial by jury for any Dispute. You further waive any right to act as a class representative, participate as a member of a class, or pursue claims on a collective or representative basis. Disputes shall be adjudicated solely on an individual basis, and the arbitrator shall not consolidate or join the claims of other persons or parties, regardless of similarity of situation.
22. Governing Law and Venue
These Terms, and your access to and use of the Services, shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles that would result in the application of the laws of any other jurisdiction. Any Dispute not subject to arbitration under Section 21 or eligible for small claims court shall be resolved exclusively in the state or federal courts located within the State of Delaware.
23. Indemnification
You agree to defend, indemnify, and hold harmless Emblem, its affiliates, officers, directors, employees, agents, successors, assigns, suppliers, vendors, and licensors (collectively, the “Emblem Parties”) from and against any and all claims, demands, causes of action, liabilities, losses, damages, judgments, costs, fees, and expenses (including reasonable attorneys’ fees and settlement costs), whether known or unknown, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, in law or equity (collectively, “Claims”), arising out of or relating to: (i) any actual or alleged breach of these Terms by you or any person utilizing your Account or digital wallet; (ii) any actual or alleged misuse or illegal use of the Site(s), Services, Vaults, or Smart Contracts by you or any person acting in concert with you; (iii) any actual or alleged breach of security or misuse of your Account or digital wallet; (iv) the creation, promotion, publication, advertising, marketing, sale, or distribution of NFTs or Vaults deployed by you, or any Content contributed by you, including Claims alleging infringement of third-party intellectual property rights; (v) your violation of the rights of or obligations to any third party, including other Users; (vi) your negligence or willful misconduct; or (vii) any alleged or actual failure by Emblem to act or refrain from acting with respect to the Services, unless such act and resulting injury were intentionally caused by Emblem.
Emblem reserves the right, at its sole discretion, to assume control of the defense or settlement of any Claim, and you agree to provide prompt notification of any Claim and to cooperate fully with Emblem in defending or resolving the same. This indemnification obligation is in addition to, and not in lieu of, any other indemnities set forth in any separate written agreement between you and Emblem.
24. Disclaimers
Your access to and use of the Services are undertaken at your sole risk. The Services are provided on an “as is” and “as available” basis, and Emblem expressly disclaims all warranties or conditions, whether express, implied, or statutory, including but not limited to warranties of merchantability, fitness for a particular purpose, title, and non-infringement. The Emblem Parties make no representations or warranties, and disclaim all responsibility, as to whether the Services: (i) will meet your specific requirements; (ii) will be available on an uninterrupted, timely, secure, or error-free basis; (iii) will be accurate, reliable, complete, lawful, or secure from Third-Party Attacks; or (iv) will be utilized by other Users in a manner causing harm to you. Emblem further disclaims any liability for losses arising from actions taken in reliance upon material or information contained within the Services.
While Emblem endeavors to ensure the safety of your access to and use of the Services, it cannot and does not represent or warrant that the Services, Content, content linked to or associated with Vaults or NFTs, or any servers utilized by Emblem or its service providers are free of viruses, errors, scams, vulnerabilities, or other harmful defects. Emblem cannot guarantee the security of any data disclosed by you online, provided to Emblem, or generated by Emblem, including but not limited to the security of your Vaults, private keys, or assets. No advice or information, whether oral or written, obtained from the Emblem Parties or through the Services, shall create any warranty or representation not expressly set forth herein. You accept all inherent security risks associated with providing information and conducting transactions over the internet and shall not hold Emblem liable for any breach of security arising therefrom.
Emblem shall not be responsible or liable for any loss, damage, or interruption relating to the use, storage, decay, failure, breach, transfer, modification, or accessibility of any Vaults, NFTs, private keys, or Content linked to, held within, or associated with Vaults or NFTs, including but not limited to losses, damages, or Claims arising from: (i) user error, including incorrectly constructed transactions or mistyped addresses; (ii) server failure or data loss; (iii) unauthorized access or use; (iv) Third-Party Attacks, including phishing, brute-forcing, or other malicious activities; (v) failures, interruptions, or exploits of the Ethereum blockchain or Smart Contracts; or (vi) acts or omissions of Third-Party Service providers.
To the extent that applicable law prohibits Emblem from disclaiming certain implied warranties or limiting liability as set forth herein, the scope and duration of such warranties and the extent of Emblem’s liability shall be limited to the minimum permitted under such law.
25. Assumption of Risk
You expressly assume all risks associated with your use of the Services, interactions with Smart Contracts, and the accuracy or functionality of information provided therein. Without limitation, you acknowledge and agree to the following: (i) The Services rely upon experimental, decentralized, public peer-to-peer networks, such as the Ethereum blockchain, which are not controlled by Emblem and are subject to numerous known and unknown risks and uncertainties; (ii) The Services involve the communication, encryption, and decryption of private keys associated with your Vault, which may permit Emblem limited access thereto; (iii) Smart Contracts or Vaults may fail to function as intended, potentially resulting in permanent loss of funds or other adverse consequences; (iv) All purchases or deployments through the Site(s) are irreversible and non-refundable; (v) The prices of NFTs, Vaults, cryptocurrencies, and other digital assets are highly volatile and subject to rapid fluctuation; (vi) You are solely responsible for verifying the authenticity and credibility of Vaults, some of which may contain false or misleading information; (vii) Transaction costs and speeds on the Ethereum blockchain are variable and may increase or decrease significantly, potentially impairing your ability to access or utilize associated digital assets; (viii) Your access to and use of the Services may be interrupted for any reason; (ix) Advances in cryptographic technology, including but not limited to quantum computing, may compromise the security of blockchains, Smart Contracts, Vaults, NFTs, and other digital assets, potentially resulting in theft, loss, or inaccessibility thereof; (x) The regulatory landscape governing blockchain technologies, NFTs, cryptocurrencies, and related assets remains uncertain, and new regulations or policies may materially and adversely affect the Services or the utility or value of Vaults or NFTs; (xi) You are solely responsible for determining and discharging any tax obligations applicable to your transactions, and Emblem shall not be responsible for any tax-related duties; (xii) Emblem does not control public blockchains or certain smart contracts and protocols integral to your transactions, and blockchain transactions are irreversible; (xiii) Use of blockchain-based services entails risks related to hardware, software, internet connectivity, malicious software, and unauthorized third-party access to your wallet or Account, for which Emblem shall not be liable; and (xiv) Changes to these Terms, pricing, or third-party service provider terms may impact the Services.
26. Limitation of Liability
To the fullest extent permitted by applicable law, you agree that neither Emblem nor its service providers shall be liable to you or any third party for any lost profits or any indirect, consequential, exemplary, incidental, special, or punitive damages arising out of or relating to these Terms, the Services, or any products or Third-Party Services, or for any damages related to loss of revenue, profits, business, anticipated savings, use, goodwill, or data, whether caused by strict liability, tort (including negligence), breach of contract, or otherwise, even if foreseeable and even if Emblem or its service providers have been advised of the possibility of such damages.
In no event shall the maximum aggregate liability of Emblem arising out of or relating to these Terms, your access to or use of the Services, Content, NFTs, Vaults, or any products or services provided by Emblem exceed the greater of: (i) one hundred United States dollars ($100); or (ii) the amount directly received by Emblem for the specific service directly relating to the assets that are the subject of the claim. The foregoing limitations shall apply notwithstanding the failure of any remedy to achieve its essential purpose. Access to and use of the Services, products, or Third-Party Services are undertaken at your sole discretion and risk, and you shall be solely responsible for any damage or loss to your computer system, NFTs, digital assets, or mobile device resulting therefrom.
Certain jurisdictions may not permit the exclusion or limitation of incidental or consequential damages or liability for personal injury arising from consumer products, in which case the foregoing limitations and exclusions may not apply to you to the extent prohibited by such applicable law.
27. Termination
In the event of your breach of any provision of these Terms, all licenses and privileges granted herein shall terminate automatically and without notice. Additionally, Emblem reserves the right, exercisable at its sole discretion, with or without notice, to suspend, disable, terminate, or delete your Account and/or your ability to access or use the Services (or any portion thereof) at any time and for any reason or no reason whatsoever. You acknowledge and agree that Emblem shall bear no liability or obligation to you in such event, and you shall not be entitled to a refund of any amounts previously paid to Emblem.
28. Severability
If any term, clause, or provision of these Terms is deemed invalid or unenforceable by a court of competent jurisdiction, such term, clause, or provision shall be severable from these Terms, and the validity and enforceability of the remaining terms, clauses, and provisions shall not be affected thereby.
29. Export Controls
You agree not to export or re-export, directly or indirectly, the Services, any Vault, or any information or materials provided by Emblem hereunder to any country or person for which the United States or any other relevant jurisdiction requires an export license or governmental approval at the time of export without first obtaining such license or approval. Without limitation, the Services may not be exported or re-exported: (i) into any country subject to a U.S. embargo or designated by the U.S. Government as a “terrorist supporting” country; or (ii) to any person or entity listed on any U.S. Government list of prohibited or restricted parties, including the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Services, you represent and warrant that you are not located in any such country or on any such list and agree to comply, at your sole expense, with all applicable United States export laws and regulations.
30. Survival
All provisions of these Terms that, by their nature, should survive termination—including but not limited to Sections 11 (Ownership of the Services), 21 (Dispute Resolution and Arbitration), 22 (Governing Law and Venue), 23 (Indemnification), 24 (Disclaimers), 25 (Assumption of Risk), and 26 (Limitation of Liability)—shall continue in full force and effect subsequent to and notwithstanding any termination of these Terms by Emblem or you. Termination shall not limit any other rights or remedies available to Emblem at law or in equity.
31. Miscellaneous
31.1 Entire Agreement
These Terms, together with any additional terms incorporated by reference, constitute the entire agreement between you and Emblem with respect to your access to and use of the Services, superseding all prior or contemporaneous agreements, representations, warranties, or understandings, whether written or oral.
31.2 Waiver
No failure or delay by Emblem in exercising any right or enforcing any provision under these Terms shall constitute a waiver of such right or provision. No waiver of any breach or default hereunder shall be deemed a waiver of any preceding or subsequent breach or default unless expressly set forth in writing and signed by an authorized representative of Emblem.
31.3 Assignment
Emblem reserves the unrestricted right to assign or transfer its rights and obligations under these Terms, in whole or in part, to any Emblem Party, affiliate, or successor in interest, including in connection with any merger, acquisition, sale, or other change of control. You may not assign, transfer, or delegate any rights or licenses granted hereunder without Emblem’s prior written consent, and any attempted assignment in violation hereof shall be null and void. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their successors, and permitted assigns.
31.4 Operation and Jurisdiction
The Services are operated by Emblem from within the United States. Users accessing the Services from outside the United States do so at their own initiative and risk and shall be solely responsible for compliance with applicable local laws. Emblem reserves the right to restrict or deny access to the Services based on your geographic location. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the interpretation or enforcement of these Terms.
31.5 Third-Party Beneficiaries
Except as expressly provided herein, these Terms are intended solely for the benefit of you and Emblem and shall not confer third-party beneficiary rights upon any other person or entity.
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