Terms of Services

Last updated: Feb 14, 2023

Welcome! Collab.Land is a community tool available for your Discord and Telegram that helps get your fellow token holders together. We begin with the initial verification, confirming that each potential member of your community possesses the required token(s) to join and participate in your community, and follow up with routine checks to confirm they maintain those requirements during the course of their participation. Additionally, our platform hosts a marketplace for various developer created applications, allowing Collab.Land users to try out different applications (the “Marketplace”).

These Terms of Service (these "Terms) set forth our legal obligations to each other. They govern your access to and use of our Services. Please reach these Terms carefully before accessing our Services. By accessing and using our Services, you accept and agree to be bound and abide by these Terms and our Privacy Policy, found at https://collab.land/privacy, incorporated herein by reference. If you do not want to agree to these Terms, you may not access or use our Services.

The Services are offered to and available to users who are at least 18 years of age. By accessing and using our Services, you represent and warrant that you are of legal age to form a binding contract with Collab.Land and meet the foregoing eligibility requirements. If you do not meet all of these requirements, you may not access or use our Services.

NOTE: These Terms contain an arbitration clause and class-action waiver that applies to all U.S.-based users of Collab.Land's Services. Please read these provisions carefully as they may significantly affect your legal rights, including your right to file a lawsuit in court.

Defined for the purposes of these Terms:

- When we say "Collab.Land," "we," "us," and "our" in these terms, we mean Collab.Land Co-op, its subsidiaries, and its related companies.

- When we say the "Services" in these terms, we mean all of Collab.Land's verification services described in the first paragraph of these Terms.

- When we say "you" or "your," we mean you. If you're utilizing our Services on behalf of a legal entity (like your employer), you agree that you have the authority to bind that entity to these terms, and "you" and "your" will refer to that entity.

What you can expect from us:

We are actively developing new features and products to improve the Services. As part of these efforts, we may add or remove features, start offering new Services, or stop offering old Services. While we try to avoid disruptions, we cannot guarantee that there will not be an outage or change to the Services. We are not liable for any such Service outages or changes. We welcome feedback on our Services. By sending us feedback, you grant us a non-exclusive, perpetual, irrevocable, transferable license to use the feedback and ideas generated from the feedback without any restrictions, attribution, or compensation to you. Please submit all feedback to info@collab.land.

Third party features and content:

Our Services may also allow you to access third-party websites, features, apps, or other content. We provide you access only as a convenience to you and are not responsible for the content or services available from these websites or resources.

Open source and third-party software and services:

Some of the Services may include software subject to separate open source license terms, and your use of those services are subject to your compliance with those license terms, where applicable. Additionally, our Services may allow you to access apps, bots, or other products, features, or services developed by third parties. Collab.Land is not responsible for any such third-party products, features, or services.

Fees for services:

The basic functionality of our Services is provided free of charge. However, we may choose to make available a premium version of the Services, consisting of additional features and products. Such premium version of the Services, should we make it available, will be offered to you for a fee. Such premium version of the Services may be made available pursuant to a separate set of terms to which you must agree before purchased.

Restrictions on your use of the Services:

When using our Services on Discord, you must comply with Discord's terms and conditions, as well as all applicable laws, rules, and regulations, and you must only use the Services for authorized purposes. You must also adhere to Discord's Community Guidelines and other policies, which contain more detailed rules about your content and behavior when using our Services on Discord. Do not use the Services in any way that violates applicable laws, rules, or regulations, or for purposes of exploiting, harming, or attempting to exploit or harm other users of Discord, including, without limitation, using the Services to commit any crime or infringe anyone's intellectual property or privacy rights.

When using our Services on Telegram, you must comply with Telegram's terms and conditions, as well as all applicable laws, rules, and regulations, and you must only use the Services for authorized purposes. You must also adhere to Telegram's Community Guidelines and other policies, which contain more detailed rules about your content and behavior when using our Services on Telegram. Do not use the Services in any way that violates applicable laws, rules, or regulations, or for purposes of exploiting, harming, or attempting to exploit or harm other users of Telegram, including, without limitation, using the Services to commit any crime or infringe anyone's intellectual property or privacy rights.

Marketplace Terms:

Registration and User Account

a. In order to use the Marketplace, you must create an account with us. By registering, you agree to provide accurate and complete information about yourself and to update your information as needed.

b. You are responsible for maintaining the confidentiality of your login credentials and for any activity that occurs under your account.

c. You may not transfer your account to anyone else without our prior written consent.

Posting Content or Apps to the Marketplace

a. By posting content to the Marketplace, you grant us a non-exclusive, royalty-free, perpetual, and worldwide license to use, reproduce, modify, publish, distribute, and display the content.

b. You are responsible for ensuring that the content you post or the applications that are uploaded do not violate any laws or infringe the rights of any third party.

c. We reserve the right to remove any content or Marketplace applications that we believe, in our sole discretion, violates these terms.

Transactions

a. We are not a party to any transaction between Marketplace participants on our platform. We do not guarantee the quality or legality of any products or services sold on our platform, nor do we endorse any seller or buyer.

b. Parties are solely responsible for any transactions they make on our platform, including payment and delivery.

c. We reserve the right to suspend or terminate any account that engages in fraudulent or illegal activity.

Fees and Payments

a. We may charge fees for certain services on our platform, such as listing fees or transaction fees. These fees will be clearly disclosed to you before you use the Service.

b. You are responsible for paying any applicable fees on time and in full.

c. We reserve the right to change our fees at any time.

Intellectual property rights:

The Services and their features and functionalities (including, but not limited to, all information, software, text, displays, and images, and the design, selection, and arrangement thereof) are owned by Collab.Land, its licensors, and other providers of such material and are protected by intellectual property and proprietary rights laws. These Terms permit your use of the Services for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit the Services or any portion thereof except as necessary in the authorized use of the Services.

Termination:

You are free to stop using the Services at any time and for any reason. You can also disable your account by contacting us at support@collab.land. Disabling your account does not terminate these Terms. We may terminate your access to and use of the Services at any time for any reason or no reason. Upon termination, you will no longer have access to our platform or any content or Services provided by us.

Limitation of Liability:

We are not liable for any indirect, incidental, special, or consequential damages arising out of or in connection with your use of our platform or any products or services sold on our platform.Our total liability to you for any damages, losses, or causes of action shall not exceed the amount paid by you, if any, to us in the twelve months prior to the event giving rise to the claim.

Indemnity:

You will indemnify and hold Abridged Inc. and its officers, directors, employees and agents harmless from and against any claims, liabilities, damages, and costs (including reasonable legal and accounting fees) related to (a) your access to or use of our Services or (b) your violation of these Terms.

Services provided "as is":

We work hard to provide the Services in a dependable and consistent manner, but there are certain aspects of our provision of the Services that we cannot guarantee. TO THE FULLEST EXTENT PERMITTED BY LAW, ABRIDGED INC., ITS AFFILIATES, AND THEIR RESPECTIVE SUPPLIERS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED "AS IS." WE ALSO DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. THE LAWS OF CERTAIN JURISDICTIONS OR STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. TO THE EXTENT SUCH WARRANTIES CANNOT BE DISCLAIMED UNDER THE LAWS OF YOUR JURISDICTION, WE LIMIT THE DURATION AND REMEDIES OF SUCH WARRANTIES TO THE FULL EXTENT PERMISSIBLE UNDER THOSE LAWS.This warranty disclaimer does not affect any consumer rights you might have under applicable law, including the legal guarantee in certain places such as the European Union that products and services must comply with these Terms and your rights in case of non-conformity of a product or service.

Governing law and jurisdiction. The Federal Arbitration Act, federal arbitration law, and Colorado law will apply to these Terms and any disputes related to these Terms or our Services, regardless of conflict of laws rules. Any of these disputes that are not subject to arbitration will be resolved exclusively in the state or federal courts in Denver, Colorado, and you and Collab.Land both consent to venue and personal jurisdiction in these courts.

Agreement to arbitrate:

IF YOU'RE A U.S. RESIDENT, YOU ALSO AGREE TO THE FOLLOWING MANDATORY ARBITRATION PROVISIONS:You and Collab.Land agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions. Except for the circumstances described below, if we cannot resolve a dispute informally, you and Collab.Land agree to resolve any dispute or claim relating to these Terms or our Services through final and binding arbitration in the U.S. state where you reside.

Arbitration rules:

The arbitration will be conducted by a single arbitrator, governed by these terms and the JAMS Streamlined Arbitration Rules and Procedures, excluding any rules or procedures governing or permitting class or representative actions (the "JAMS Rules"). These Terms will govern if there is a conflict between these Terms and the JAMS Rules. The decision of the arbitrator will be in writing and binding on you and Collab.Land, and judgment to enforce the decision may be entered by any court of competent jurisdiction. You and Collab.Land agree that dispositive motions will be allowed in the arbitration. Except as explicitly set forth in this arbitration section, the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to any claim that all or any part of these Terms are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of JAMS administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment). The arbitrator must follow these Terms and can award the same damages and relief as a court. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration. Finally, if Collab.Land's or your claim is for monetary relief of $10,000 or less and doesn't request any equitable remedy, the party bringing the claim may, based solely on the documents submitted to the arbitrator, choose whether arbitration will be conducted through a telephonic hearing or by an in-person hearing under the JAMS Rules. The Streamlined Arbitration Rules governing the arbitration may be accessedat https://www.jamsadr.com/ or by calling JAMS at (800) 352-5267. The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

Arbitration costs:

Collab.Land will pay the additional cost if the arbitration filing fee exceeds the cost of filing a lawsuit provided your claim does not exceed $10,000. For claims that do not exceed $10,000, we'll also bear the cost of any arbitration fees, unless the arbitrator finds your claims, defenses, or other fee-generating activity to be conducted for an improper purpose or frivolous (under the standard set forth in Federal Rule of Civil Procedure 11). For claims above $10,000, fees and costs will be determined in accordance with JAMS Rules. In all arbitrations, unless otherwise required by law or the JAMS Rules, you are responsible for all other additional arbitration costs incurred, including attorney's fees and expert witness costs.

Opt-out:

You can decline this agreement to arbitrate by emailing an opt-out notice to support@collab.land within 30 days of the "last updated" date above or when you first elect to use our Services, whichever is later, otherwise you shall be bound to arbitrate disputes in accordance with these Terms. If you opt out of these arbitration provisions, Collab.Land also will not be bound by them.

Class waiver:

IF YOU ARE A U.S. RESIDENT, YOU AND COLLAB.LAND AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If this specific paragraph is found unenforceable, then the agreement to arbitrate will be null and void. If there is a final judicial determination that applicable law precludes enforcement of this paragraph's limitations as to a particular remedy, then that remedy (and only that remedy) must be severed from the arbitration and may be sought in court. The parties agree, however, that any adjudication of remedies not subject to arbitration shall be stayed pending the outcome of any arbitrable claims and remedies.You have certain rights that, by law, can't be limited by these Terms, and we in no way intend to restrict those rights in these terms.

Entire agreement:

These terms cover the entire agreement between you and Collab.Land for your use of our Services.

Additional terms:

Where additional terms apply to our Services, the additional terms will control with respect to your use of that Service to the extent of any conflict with these Terms.

Security reporting:

We support the responsible reporting of security vulnerabilities. To report a security issue, please send an email to anti-scam@collab.land.

Waiver, severability, and assignment:

If you fail to follow these Terms and we don't immediately act, that doesn't mean we're giving up any of our legal rights (such as acting in the future). If any part of these Terms ends up being invalid or unenforceable based on a decision by any court or competent authority, the rest of these Terms will not be affected. You may not assign these Terms to anyone else without our written consent. We may assign our rights to any of our affiliates or subsidiaries, or to any successor in interest of any business associated with our services.

Survival:

Any part of these Terms that by their nature should survive after termination of these Terms will survive.

Updates:

We may decide to update these Terms from time to time at our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Services thereafter. If you continue to use our Services after the changes have taken effect, it means that you agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Contact:

If you have any questions about these terms, please contact us at support@collab.land.