Terms of Service
Last Updated: November , 2022
Welcome to Add3! By signing up for a Add3 Account (as defined below) or by using any Add3 Services (as defined below), you are agreeing to be bound by the following terms and conditions (the “Terms of Service”).
As used in these Terms of Service, “we”, “us”, “our” and “Add3” means the applicable Add3 Contracting Party, and “you” means the Add3 User (if registering for or using a Add3 Service as an individual), or the business employing the Add3 User (if registering for or using a Add3 Service as a business) and any of its affiliates.
Add3 provides SaaS based platform that allows companies seamlessly deploy Web3 tools. Among other features, this platform includes a range of tools for web3 clients to build and customize their own services(“Online Services”). Any such service or services offered by Add3 are referred to in these Terms of Services as the “Service(s)”. Any new features or tools which are added to the current Services will also be subject to the Terms of Service. You can review the current version of the Terms of Service at any time at [https://www.add3.io/terms]
1. Account Terms
- To access and use the Services, you must register for a Add3 account (“Account”). To complete your Account registration, you must provide us with your full legal name, business address, phone number, a valid email address, and any other information indicated as required. Add3 may reject your application for an Account, or cancel an existing Account, for any reason, at our sole discretion.
- You must be the older of: (i) 18 years, or (ii) at least the age of majority in the jurisdiction where you reside and from which you use the Services to open an Account.
- You confirm that you are receiving any Services provided by Add3 for the purposes of carrying on a business activity and not for any personal, household or family purpose.
- You acknowledge that Add3 will use the email address you provide on opening an Account or as updated by you from time to time as the primary method for communication with you (“Primary Email Address”). You must monitor the Primary Email Address you provide to Add3 and your Primary Email Address must be capable of both sending and receiving messages. Your email communications with Add3 can only be authenticated if they come from your Primary Email Address.
- You are responsible for keeping your password secure. Add3 cannot and will not be liable for any loss or damage from your failure to maintain the security of your Account and password.
- You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Services, or access to the Services without the express written permission by Add3.
- You agree not to work around, bypass, or circumvent any of the technical limitations of the Services, including to process orders outside Add3’s Checkout, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services.
- You agree not to access the Services or monitor any material or information from the Services using any robot, spider, scraper, or other automated means.
- You understand that your Materials may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. “Materials” means Your Trademarks, copyright content, any products or services you manage through the Services, and any photos, images, videos, graphics, written content, audio files, code, information, or other data provided or made available by you or your affiliates to Add3 or its affiliates.
2. Account Activation
2.1 Account Owner
- Subject to Section 2.1.2, the person signing up for the Service by opening an Account will be the contracting party (“Account Owner ”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding Account we may provide to the Account Owner in connection with the Service. You are responsible for ensuring that the name of the Account Owner (including the legal name of the company that owns the website, if applicable) is clearly visible on the Customer’s website.
- If you are signing up for the Services on behalf of your employer, your employer will be the Account Owner. If you are signing up for the Services on behalf of your employer, then you must use your employer-issued email address and you represent and warrant that you have the authority to bind your employer to our Terms of Service.
- Your Add3 Account can only be associated with one Account Owner. A Account Owner may have multiple Add3 Accounts.
- To the extent the Service or any portion thereof is made available for any fee, you will be required to select a payment plan and provide Company information regarding your credit card or other payment instrument. You represent and warrant to Company that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Company the amount that is specified in the payment plan in accordance with the terms of such plan and this TOS.
- You hereby authorize Company to bill your payment instrument in advance on a periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred. If you dispute any charges you must let Company know within sixty (60) days after the date that Company invoices you. We reserve the right to change Company’s prices. If Company does change prices, Company will provide notice of the change on the Site or in email to you, at Company’s option, at least 30 days before the change is to take effect. Your continued use of the Service after the price change becomes effective constitutes your agreement to pay the changed amount. Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice, or the Services may be terminated.
- Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.
3. Add3 Rights
- The Services have a range of features and functionalities. Not all Services or features will be available to all Customers at all times and we are under no obligation to make any Services or features available in any jurisdiction. Except where prohibited in these Terms of Service or by applicable law, we reserve the right to modify the Services or any part thereof for any reason, without notice and at any time.
- Add3 does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from any part of the Services, including if we determine in our sole discretion that the goods or services that you offer through the Services, or the Materials uploaded or posted to the Services, violate our AUP or these Terms of Service.
- Verbal or written abuse of any kind (including threats of abuse or retribution) of any Add3 employee, member, or officer will result in immediate Account termination.
- We reserve the right to provide our Services to your competitors and make no promise of exclusivity. You further acknowledge and agree that Add3 employees and contractors may also be Add3 customers or merchants and that they may compete with you, although they may not use your Confidential Informationin doing so.
- In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, or confirmation of your status as an employee of an entity.
- Add3 reserves the right to determine, in our sole discretion, rightful Account ownership and transfer an Account to the rightful Account Owner. If we are unable to reasonably determine the rightful Account Owner, without prejudice to our other rights and remedies, Add3 reserves the right to temporarily suspend or disable an Account until resolution has been determined between the disputing parties.
4. Your Responsibilities
- Provide, operate, maintain, secure and improve our Services.
- Provide information about our Services.
- Communicate with you about our Services, including by sending you announcements, updates, security alerts, and support and administrative messages.
- Understand your needs and interests, and personalize your experience with our Services and our communications.
- Provide, operate, maintain, secure and improve our Services.Respond to your requests, questions and feedback.
- “Confidential Information” will include, but will not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Add3’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.
- Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this Section 6. Each party agrees that it will take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each will treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party will give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information will not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.
7. Limitation of Liability and Indemnification
- You expressly understand and agree that, to the extent permitted by applicable laws, Add3 and its suppliers will not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses arising out of or relating to the use of or inability to use the Service or these Terms of Service (however arising, including negligence).
- You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Add3 partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of (a) your breach of these Terms of Service or the documents it incorporates by reference (including the AUP); (b) or your violation of any law or the rights of a third party; or (c) any aspect of the transaction between you and your Customer, or your breach of the Terms of Service.
- You will be responsible for any breach of the Terms of Service by your affiliates, agents or subcontractors and will be liable as if it were your own breach.
- Your use of the Services is at your sole risk. The Services are provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
- Add3 does not warrant that the Services will be uninterrupted, timely, secure, or error-free.
- Add3 does not warrant that the results that may be obtained from the use of the Services will be accurate or reliable.
- Add3 is not responsible for any of your tax obligations or liabilities related to the use of Add3’s Services.
- Add3 does not warrant that the quality of any products, services, information, or other materials purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected.
8. Intellectual Property and Your Materials
8.1 Your Materials
- We do not claim ownership of the Materials you provide to Add3; however, we do require a license to those Materials. You grant Add3 a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to host, use, distribute, expose, modify, run, copy, store, publicly perform, communicate to the public (including by telecommunication), broadcast, reproduce, make available, display, and translate, and create derivative works of any Materials provided by you in connection with the Services. We may use our rights under this license to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. You represent, warrant, and agree that you have all necessary rights in the Materials to grant this license. You irrevocably waive any and all moral rights you may have in the Materials in favour of Add3 and agree that this waiver may be invoked by anyone who obtains rights in the materials through Add3, including anyone to whom Add3 may transfer or grant (including by way of license or sublicense) any rights in the Materials.
- If you owned the Materials before providing them to Add3 then, despite uploading them to your Add3 Store they remain yours, subject to any rights or licenses granted in the Terms of Service or elsewhere. You can remove your Add3 Store at any time by deleting your Account. Removing your Add3 Store does not terminate any rights or licenses granted to the Materials that Add3 requires to exercise any rights or perform any obligations that arose during the Term.
- You agree that Add3 can, at any time, review and delete any or all of the Materials submitted to the Services, although Add3 is not obligated to do so.
- You grant Add3 a non-exclusive, transferable, sub-licensable, royalty-free, worldwide right and license to use the names, trademarks, service marks and logos associated with your Store (“Your Trademarks”) to operate, provide, and promote the Services and to perform our obligations and exercise our rights under the Terms of Service. This license will survive any termination of the Terms of Service solely to the extent that Add3 requires the license to exercise any rights or perform any obligations that arose during the Term.
10. Feedback and Reviews
Add3 welcomes any ideas and/or suggestions regarding improvements or additions to the Services. Under no circumstances will any disclosure of any idea, suggestion or related material or any review of the Services, Third Party Services or any Third Party Provider (collectively, “Feedback”) to Add3 be subject to any obligation of confidentiality or expectation of compensation. By submitting Feedback to Add3 (whether submitted directly to Add3 or posted on any Add3 hosted forum or page), you waive any and all rights in the Feedback and that Add3 is free to implement and use the Feedback if desired, as provided by you or as modified by Add3, without obtaining permission or license from you or from any third party. Any reviews of a Third Party Service or Third Party Provider that you submit to Add3 must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable. Add3 reserves the right (but not the obligation) to remove or edit Feedback of Third Party Services or Third Party Providers, but does not regularly inspect posted Feedback.
14. Term and Termination
- The term of these Terms of Service will begin on the date of your completed registration for use of a Service and continue until terminated by us or by you, as provided below (the “Term”).
- You may cancel your Account and terminate the Terms of Service at any time by contacting [email@example.com] and then following the specific instructions indicated to you in Add3’s response. Likewise you can cancel your billing under your account settings.
- Without limiting any other remedies, we may suspend or terminate your Account or the Terms of Service for any reason, without notice and at any time (unless otherwise required by law), including if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the use of the Services. Termination of the Terms of Service will be without prejudice to any rights or obligations which arose prior to the date of termination.
- Upon termination of the Services by either party for any reason:
- If there are any outstanding Fees owed by you at the date of termination of the Service, you will receive one final invoice via email. Once that invoice has been paid in full, you will not be charged again.
We may terminate your account at any time.
- We reserve the right, in our sole and absolute discretion, to update or change any portion of the Terms of Service at any time. We will provide you with reasonable advance notice of changes to the Terms of Service that materially adversely affect your use of the Services or your rights under the Terms of Service by sending an email to the Primary Email Address, providing notice through the Add3 administrative console, or by similar means. However, Add3 may make changes that materially adversely affect your use of the Services or your rights under the Terms of Service at any time and with immediate effect (i) for legal, regulatory, fraud and abuse prevention, or security reasons; or (ii) to restrict products or activities that we deem unsafe, inappropriate, or offensive. Unless we indicate otherwise in our notice (if applicable), any changes to the Terms of Service will be effective immediately upon posting of such updated terms at this location. Your continued access to or use of the Services after we provide such notice, if applicable, or after we post such updated terms, constitutes your acceptance of the changes and consent to be bound by the Terms of Service as amended. If you do not agree to the amended Terms of Service, you must stop accessing and using the Services.
- Add3 may change the Fees for the Services from time-to-time. We will provide you with 30 days advanced notice prior to any changes in Fees by sending an email to the Primary Email Account, providing notice through the Add3 administrative console, or by similar means. Add3 will not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services (or any part thereof).
16. General Conditions
- The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and Add3 and govern your use of the Services and your Account, superseding any prior agreements between you and Add3 (including, but not limited to, any prior versions of the Terms of Service).
- The failure of Add3 to exercise or enforce any right or provision of the Terms of Service will not constitute a waiver of such right or provision. If any provision of the Terms of Service, including all terms and conditions and other documents it incorporates by reference, is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provision of the Terms of Service will remain in full force and effect.
- Save for Add3 and its affiliates, you or anyone accessing Add3 Services pursuant to these Terms of Service, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service will have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this will not affect the rights of any permitted assignee or transferee of these Terms.
- The Terms of Service will be governed by and interpreted in accordance with the laws of the State of California, without regard to principles of conflicts of laws.
- All the terms and provisions of the Terms of Service will be binding upon and inure to the benefit of the parties to the Terms of Service and to their respective heirs, successors, permitted assigns and legal representatives. Add3 will be permitted to assign these Terms of Service without notice to you or consent from you. You will have no right to assign or otherwise transfer the Terms of Service, or any of your rights or obligations hereunder, to any third party without Add3’s prior written consent, to be given or withheld in Add3’s sole discretion.
- If any provision, or portion of the provision, in these Terms of Service is, for any reason, held to be invalid, illegal or unenforceable in any respect, then such invalidity, illegality or unenforceability will not affect any other provision (or the unaffected portion of the provision) of the Terms of Service, and the Terms of Service will be construed as if such invalid, illegal or unenforceable provision, or portion of the provision, had never been contained within the Terms of Service.