These Terms of Service apply to access and use of the CFactory websites and web apps https://c-factory.io or https://app.c-factory.io or https://c-factory.sale (hereinafter referred to as "App" or "Software" or "Website", together the "Services") and the services offered therein by Lovelace Labs OÜ, Veskiposti 2-1002, Tallinn 10138, Harju maakond, Estonia (hereinafter referred to as "CFactory", "CFactory" or "we/us").
CFactory provides various services for brands and creators (hereinafter referred to as "customers") of digital assets on the Cardano blockchain. These services include but not limited to creating ("minting") NFTs or native tokens (hereinafter referred to as "digital assets") and providing a publicly available sale platform to sell digital assets that will be minted on demand. The buyers of digital assets in a public sale are hereinafter referred to as "end-users".
§ 1 Scope of application
(1) For all our services presented and provided via the Website and/or the App, these terms and conditions apply exclusively. For the validity of deviating terms and conditions, the express written consent on our part is required for their validity. This applies in particular to deviations from the written form requirement. Other contractual conditions do not become part of the contract even without explicit objection on the part of CFactory.
(2) CFactory is responsible for the contractual provision of the services and for the supervision, control and monitoring of the same. You as the customer are responsible for the integration of the software and services delivered by us and for the desired results. CFactory only offers the platform for this.
(3) By creating an account on one of our web apps, you declare that you are an entrepreneur and that you are therefore acting in your commercial or self-employed professional capacity when concluding this legal transaction.
§ 2 Services
(1) CFactory offers a web app that provides various services related to digital assets on the Cardano blockchain. These services include but not limited to creating ("minting") digital assets, managing digital assets, creating and managing whitelists of wallet addresses, and providing a sale platform for digital assets.
(2) In the case where a sale platform is provided to end-users (buyers of digital assets) CFactory only acts as an infrastructure provider for the customer (creator of the digital assets) and explicitly not as the seller. The customer is the seller of those assets and is liable and responsible for being compliant with any laws that may apply when selling digital assets to end-users on a blockchain. When a digital asset is sold via a public sale a purchase contract is established between the end-user and the customer.
(3) We guarantee to keep the agreed server-related services available at an annual average of 98.5%. This does not include times when the services cannot be accessed via the Internet due to technical or other problems that are beyond our control (e.g. force majeure, fault of third parties, etc.). This does not include necessary maintenance work, especially necessary maintenance work to adapt to change of the Cardano blockchain infrastructure.
(4) We reserve the right to modify or improve the services. If restrictions of the contractually essential scope of services are associated with the modification, you have an extraordinary right of termination. If services are provided free of charge, we are entitled to discontinue them without notice after prior notification. A claim for reduction, reimbursement or compensation cannot be asserted as a result.
(5) In the event of a fundamental change in the legal or technical standard on the Internet or the Cardano blockchain, we reserve the right to terminate the contract extraordinarily, insofar as it is unreasonable for us to provide the services in whole or in part within the scope of the purpose of the contract.
§ 3 Duties of the customer
(1) You are obliged not to store any illegal content that violates laws, official regulations or the rights of third parties on the storage space provided. Our services may not be misused, in particular
- for the unsolicited sending of e-mails to third parties for advertising purposes or the sending of messages for advertising purposes.
- for attempts at unauthorized retrieval of information or data or unauthorized intrusion into data networks.
- for sending threatening or harassing messages.
- for the inclusion of information with illegal or immoral content. Such offers may also not be referred to. This also includes contents which, serve to incite sedition, lead to criminal offences, glorify or trivialize violence or are sexually offensive. This also includes content that is pornographic, is suitable to morally endanger children and young people or to impair their well-being or content that can damage the reputation of CFactory. All statutory provisions shall be observed by the customer, in particular the provisions of the Interstate Youth Media Treaty and the Youth Protection Act.
(2) You are obliged to prevent unauthorized access by third parties to the protected areas of the Software by taking suitable precautions. For this purpose, you must, if necessary, inform your employees of the compliance with copyright law.
(3) Notwithstanding our obligation to secure data, you are responsible for entering and maintaining the data and information required to use the services.
(4) You are obliged to check your data and information for viruses or other harmful components before entering them and to use state-of-the-art virus protection programs for this purpose.
(5) The customer will provide a valid e-mail address for access to the use of the services and generate a password, which is required for further use of the services via the created user account. You are obliged to keep the e-mail address in connection with the password secret and not to make it accessible to third parties.
(6) You are solely responsible for all content and processed data used by you or your employees as well as for any legal positions that may be required for this. We do not take any notice of your contents and generally do not check the contents used with the software.
(7) You agree to indemnify and hold CFactory harmless from and against any and all liability and costs, including possible and actual costs of any legal action, if we are held liable by any third party, including your employees personally, as a result of any alleged act or omission on your part. We will notify you of the claim and, to the extent legally possible, give you the opportunity to defend yourself against the asserted claim. At the same time you will immediately and completely inform CFactory of all information available to you about the facts that are the subject of the claim.
(8) If you violate the duties and obligations mentioned here significantly or sustainably and if this behavior contrary to the contract is not reversed and discontinued after a warning by us, we are entitled to discontinue services and deliveries and to terminate the contract without notice.
§ 4 Data protection
(2) As far as we act in connection with the services to be rendered by us in the sense of commissioned data processing according to article 28 EU-GDPR, i.e. we process personal data, for which you are responsible in the sense of data protection law, on your behalf and in accordance with your instructions, the legal regulations for commissioned data processing apply between CFactory and you. In this respect, reference is made to the conditions of a contract for the processing of personal data to be agreed upon separately between CFactory and the customer.
§5 Software transfer and rights of use
(1) For the duration of this contract, we shall make the Software available to you via the Internet in the respective current version against payment.
(2) CFactory grants you the non-exclusive and non-transferable right to use the Software designated in this Agreement for the duration of the Agreement within the scope of the contractual services as intended on a temporary basis.
(3) You may only process the Software to the extent that this is covered by the intended use of the Software in accordance with the respective current performance description.
(4) Necessary duplication includes loading the Software into the main memory of your terminal equipment and installing or storing the Software on data carriers (such as hard disks or similar) of the hardware you use.
(5) You shall not be entitled to make the Software available for use by third parties, whether for payment or free of charge. You are therefore expressly not permitted to sell or lease the software. Third parties are not those who are vicarious agents of the customer and use the services free of charge, such as employees of the customer, freelancers within the scope of the contractual relationship, etc.
(6) The Software may under no circumstances be modified, reverse-engineered, further developed or translated by you. Written material may not be reproduced nor may works derived from the documentation be produced.
(7) The content you place on the storage space designated for you may be protected by copyright and data protection laws. You hereby grant us the right to make the contents stored on the server accessible to you or to addressees designated by you in the event of queries via the Internet and in particular to reproduce and transmit them for this purpose and to reproduce them for the purpose of data backup.
(8) We use open-source software for individual software modules (libraries) for the software provided to you. With regard to these modules, the customer is granted the rights of use in accordance with the license conditions applicable to these modules. A list of these modules with the corresponding license conditions will be made available to you in the app. The provisions of these terms and conditions shall only apply in addition to these software modules.
§ 6 Granting of storage space
(1) We provide you with a defined storage space on a server for storing your data, which you can access in connection with the use of the provided software. We only owe the provision of storage space for use by you as a customer. We are not subject to any safekeeping or custody obligations with regard to the data transmitted and processed by you. If the storage space for storing the data is no longer sufficient, we will inform you of this. You can then reorder corresponding contingents subject to availability.
(2) We ensure that the stored data can be accessed via the Internet.
(3) You are not entitled to transfer this storage space to a third party for use, either in part or in full, whether in return for payment or free of charge. Excepted from this are co-users authorized by you, to whom you have granted read and/or write rights using the App functions.
(4) The customer undertakes not to store any content on the storage space, the provision, publication or use of which violates applicable law or agreements with third parties.
(5) We will take suitable precautions against data loss and to prevent unauthorized access to your data by third parties in accordance with the state of the art.
(6) In any case, you remain the sole owner of the data and can demand the surrender of individual or all data. If you request the surrender of a copy of the data more than once in a calendar quarter, you shall pay the fees set out in the price list valid at the time of conclusion of the contract.
(7) Upon termination of the contractual relationship, we will immediately hand over to you all data stored in the storage space assigned to you. The release of the data is affected by transmission via a data network. You can download the data within 30 days after termination of the contract using the download function provided. You are not entitled to receive the software suitable for using the data.
§ 7 Term and termination
(2) The right of each party to the contract to terminate the contract without notice for good cause shall remain unaffected. We shall be entitled to terminate the contract without notice in particular if
- you are in arrears with due payments of an amount corresponding to at least two monthly premiums and do not make payment despite reminder and setting of a grace period or
- you persistently violate the contractual provisions regarding the use of our services or
- insolvency proceedings are opened over your assets, or you become insolvent.
A termination without notice shall in any case require that the other party has been warned in writing and requested to eliminate the alleged reason for termination without notice within a reasonable period.
§ 8 Remuneration, terms of payment
(1) You shall pay the agreed fees for the provision of the Software and the provided infrastructure. Unless otherwise agreed, the remuneration shall be based on the displayed price at the time the contract is concluded. We reserve the right to update our pricing plans at any time.
(2) In the case where the customer manually mints digital assets via our web app the asset minting fee will be paid upfront by the customer. In the case where a digital asset is minted on demand through our public sale infrastructure, the asset minting fee and the public sale fee will be automatically deducted from the processed end-user transaction before the revenue is redirected to the customers wallet.
(3) The currency of all payments is the Cardano native currency ADA (₳).
(4) Due to the nature of the blockchain we cannot offer refunds for minted assets. We highly recommend doing a test mint before starting a public sale or minting larger amounts of digital assets.
(5) Every transaction on the Cardano blockchain requires a transaction fee. This transaction fee is paid by the customer and will be automatically deducted from every processed transaction at the expense of the customer. When sending digital assets with the Cardano blockchain a variable minimum amount of ADA is required to be sent with the transaction. If necessary, this amount will be deducted at the expense of the customer.
§ 9 Liability for defects/liability
(1) We guarantee the functional and operational readiness of the services in accordance with the provisions of this contract.
(2) In the event that services are used by unauthorized third parties using the customer's access data, you shall be liable for any resulting fees within the scope of civil law liability until receipt of the customer order to change the access data or report the loss or theft if you are at fault for the access of the unauthorized third party.
(3) We are entitled to block the storage space immediately if there is a justified suspicion that the stored data is illegal and/or violates the rights of third parties. A justified suspicion for an illegality and/or a violation of rights exists in particular if courts, authorities and/or other third parties inform CFactory about it. We will immediately inform you of the blocking and the reason for it. The block is to be lifted as soon as the suspicion is invalidated.
(4) Claims for damages against us are excluded regardless of the legal basis, unless we, our legal representatives or vicarious agents have acted with intent or gross negligence. We shall only be liable for slight negligence if one of the obligations essential to the contract (cardinal obligations) has been violated by CFactory, its legal representatives or executive employees or vicarious agents. CFactory shall only be liable for foreseeable damages, the occurrence of which must typically be expected. Cardinal obligations are those obligations which form the basis of the contract, which were decisive for the conclusion of the contract and on the fulfillment of which the customer may rely.
(5) We shall not be liable for the loss of data insofar as the damage is due to the fact that you have failed to carry out data backups and thereby ensure that lost data can be restored with reasonable effort.
(6) CFactory shall be liable without limitation for damages caused intentionally or negligently by CFactory, its legal representatives or its vicarious agents arising from the injury of life, body or health. The liability under the Product Liability Act shall remain unaffected.
§ 10 Place of jurisdiction, choice of law
(1) The place of jurisdiction for all disputes arising from or in connection with this contract shall be the registered office of CFactory. The same applies to the place of performance, unless the contractual partners have expressly agreed otherwise.
§ 11 Final provisions
(1) The terms and conditions written here are complete and conclusive. Amendments and supplements to these terms and conditions should be made in writing in order to avoid any ambiguity or dispute between the parties about the respective agreed content of the contract.
(2) General terms and conditions of the parties shall otherwise not apply to this contract. This shall also apply if such terms and conditions are not expressly contradicted.
(3) The assignment of claims shall only be permitted with the prior written consent of the other contracting party. Such consent may not be unreasonably withheld.
(4) A right of retention can only be asserted due to counterclaims from the respective contractual relationship.
(5) The parties to the contract may only set off against claims which have been legally established or are undisputed. Offsets with other counterclaims that are linked to the main claim being offset are excluded from the prohibition of offsetting.
(6) Should some provisions of this contract be ineffective, it shall not affect the rest of the contract.
(7) Annexes referred to in these terms and conditions are an integral part of the contract.