Last Revised on February 28th, 2023
This Terms of Use Agreement (the “ToU”) is made between Alternet (“Alternet”, “we,” “us,” or “our”) and you, the individual choosing to use our services (“you,” or “your”). This ToU applies to all online services operated by Alternet, including our website memory.supply (the “Site”), our social media accounts, and any future Alternet online services that we develop (collectively the “Online Services”). Our Privacy Policy is subject to this ToU. There are terms in the Privacy Policy that materially affect how your personal information is stored, accessed, and processed. As such, you should read our Privacy Policy in addition to this ToU.
We know these ToUs aren’t very exciting to read. However, by accessing our Online Services, it is assumed that you have read this ToU and that you agree to comply and be legally bound by the terms and conditions it sets out, which is why you really should stick it out and read the whole thing.
From time to time, we may need to make changes to this ToU and may do so at any time. The date at the top of this ToU represents when this ToU was last revised. It is important to check this ToU from time to time to ensure that you are all up to date. By continuing to access or use our Online Services after a change has occurred, you agree to be bound by our updated ToU.
Our Online Services may contain links to third-party websites, or we may utilize services that are not owned or controlled by Alternet. Be aware that we have no control over and assume no responsibility for any third-party website or service's content, privacy policies, or practices. We do not warrant the offerings of any third party and are not responsible or liable for any damage or loss caused, or alleged to be caused, by your use or reliance on content, goods, or services available through third parties. We strongly advise you to read the terms and conditions and privacy policies of any third-party website or service you engage with.
WALLET TRANSFERS INITIATED THROUGH OUR SITE AND SUBSEQUENT SALES ARE FACILITATED AND RUN BY THIRD-PARTY ELECTRONIC WALLET PROVIDERS AND PAYMENT PROCESSORS, AND BY USING OUR SITE, YOU AGREE THAT YOU ARE GOVERNED BY THE TERMS OF SERVICE AND PRIVACY POLICIES FOR THESE APPLICABLE THIRD PARTIES.
Alternet is an innovative platform that allows users to interact with curated collections of art to customize a piece of their own. All users of Alternet (the “Users”) will be able to interact with the platform, customize pieces of art, and render/download the resulting work (the “Work”) for personal, non-commercial use. Users that connect their wallet are able to get access to Unlocks (as defined below), which they may then incorporate into their Work. Users that connect their wallet and pay the minting fee (“Minters”) can mint Works that they create on the Alternet platform as NFTs and will be able to see their Works in the Feed once minted. Minters can then sell their NFT on OpenSea, Foundation, or any other marketplaces that index the collection, subject to these Terms and the terms of the third-party selling site. Additionally, we may at times offer merchandise for sale via the Site (the “Merchandise”). We may introduce new services and features to the Alternet platform from time to time, which will also be subject to this ToU.
Want to just browse our Online Services? Go right ahead; no account or third-party connection is needed to simply create Works by assembling creative elements available via the Site or to download the Works you create. However, if you want to gain access to Unlocks (as defined below), see your Works featured in the Feed, mint a Work, sell a Work you customized, or purchase Merchandise you need to follow these steps:
The Alternet Site hosts only the customization and minting processes, not any subsequent sale(s) of the NFT. Minting a Work into an NFT requires the payment of the minting fee and any associated gas fees. The minting process may take some time, depending on the complexity of the Work. Make sure your computer stays on and awake for the entire process to ensure the minting is properly completed. Once the Work is minted, it will be visible on any NFT marketplace that indexes the collection. An NFT cannot be destroyed. The sale of any NFT on any marketplace is subject to that third-party’s terms of service and privacy policy, which we strongly advise you to read.
Each unique configuration of artwork elements can only be minted one time by one Minter. Once a Work has been minted, if another User selects the same elements in the same arrangement, a message will appear under the Work to notify the User that that configuration has been minted and the Site will not allow the User to mint that Work. This has two effects. First, each minted Work is a wholly unique NFT. Second, as more Works are minted, the number of configurations available for minting will be proportionally reduced. We will add new elements periodically to allow for new configurations and new minting opportunities at our discretion. We cannot and do not represent or warrant that any one configuration will be available to mint at any specific time or that minting opportunities of any kind will always be available.
To optimize minting availability, the Alternet Site will be made available to individual Users on a first-come, first-served basis. We reserve the right to admit, or refuse to admit, Users at our sole discretion. For the most up to date and accurate information on accessing the Site, including the wait list (if any), please consult our social media accounts. We also do not guarantee that any offerings on our Online Services will be available permanently, and we reserve the right to amend, delete and add to the offerings on our Online Services at our full discretion without notice.
We charge a minting fee of 0.05 ETH for each Work you choose to mint. We reserve the right to change the minting fee, limit or restrict the payment of minting fees, and limit or restrict the creation of minted Works at any time without advance notice. The cost of the minting fee can be found on the Site. Please confirm this cost and verify that you are willing and able to pay before attempting to mint a Work. You understand that because of the fluctuating value of ETH, the effective cost of the minting fee will vary and that such variation is outside of the control of Alternet.
All NFT transactions require the payment of a transaction fee for every transaction that occurs on the blockchain network, including the minting of a Work on Alternet (often referred to as “Gas Fees”). You will be solely responsible for all such Gas Fees and understand that the value of Gas Fees often change, are unpredictable, and are outside the control of Alternet. Transactions via Alternet will not be held invalid, revocable, or otherwise unenforceable on the basis that Gas Fees charged for minting an NFT were unknown, too high, or otherwise unacceptable. Gas Fees are paid via your connected wallet at the time of minting the Work. Gas Fees are priced and payable in ether (ETH).
Your use of the Alternet Site and Online Services does not grant or transfer you any rights, title, or interest in any of our intellectual property. You are not permitted to copy, distribute or otherwise exploit any copyrighted content that we have created and published on our Online Services or any of our trademarks or service marks such as the Alternet and Memory Supply name, logo, domain name, and any other branding that is indicative of Alternet, without our express written permission. We may use some open source or licensed third-party content in our Online Services, for example, fonts and graphics, and we do not make any claim of ownership to such content.
We are excited to have you experiment with our art collections and generate custom art as either a Minter or a User. We hope you enjoy the experience and the resulting Work. We put a lot of work into this experience and the collections of art it contains and, unless we expressly state otherwise, Alternet is the exclusive owners of all right, title, and interest in and to the results and proceeds of Works customized on the Site including all copyrights, other intellectual property rights, and exploitation rights, in perpetuity, throughout the universe, in any and all media, except as otherwise stated within this ToU.
By continuing to use the Online Services, you irrevocably and unconditionally:
Alternet grants to all Users a limited, non-exclusive, non-transferable, revocable license to access and use Alternetthe Online Services and to customize, download, adapt, display, and share the Works for personal, non-commercial purposes only provided Alternet is appropriately credited as the owners, and you indicate if changes have been made to the Work. Alternet reserves the right to terminate this license at any time, for any reason.
YOU UNDERSTAND THAT CUSTOMIZATION OF A WORK DOES NOT MEAN THAT YOU OWN INTELLECTUAL PROPERTY OWNERSHIP RIGHTS IN SUCH MATERIAL OR CONTENT AND THAT YOU DO NOT HAVE COMMERCIAL REPRODUCTION RIGHTS OR ANY OTHER RIGHTS REGARDING THE MATERIAL OR CONTENT BEYOND THE LIMITED NON-COMMERCIAL LICENSE GRANTED ABOVE. THE RESULTS AND PROCEEDS OF YOUR CONTRIBUTIONS TO THE WORKS ARE TRANSFERRED TO US IN ACCORDANCE WITH THIS AGREEMENT.
For purposes of clarity, you may not:
When you choose to mint a Work and pay the minting fee, in addition to the aforementioned license granted to all Users, Alternet additionally grants you a limited, non-exclusive, non-transferable, irrevocable license to:
Notwithstanding anything in this ToU to the contrary, upon minting a Work you will have ownership in the legal title of the NFT asset minted (excluding intellectual property rights) and such ownership will be recorded on the blockchain in connection with the NFT. The ownership in the NFT and license granted in this ToU applies only as long as you continue to own title to the NFT. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of the NFT for any reason, the new owner will assume legal title in the NFT and the license granted in this ToU will immediately expire, resulting in you having no further rights in or to the NFT.
YOU UNDERSTAND THAT MINTING OF A WORK DOES NOT MEAN THAT YOU OWN INTELLECTUAL PROPERTY OWNERSHIP RIGHTS IN SUCH MATERIAL OR CONTENT AND THAT YOU DO NOT HAVE COMMERCIAL REPRODUCTION RIGHTS OR ANY OTHER RIGHTS REGARDING THE MATERIAL OR CONTENT BEYOND THE LIMITED NON-COMMERCIAL LICENSE GRANTED ABOVE. THE RESULTS AND PROCEEDS OF YOUR CONTRIBUTIONS TO THE WORKS ARE TRANSFERRED TO US IN ACCORDANCE WITH THIS AGREEMENT.
For purposes of clarity, you may not:
Alternet is not liable for any losses, damages, or claims, including, but not limited to, any loss of use, loss of profits, or loss of data arising out of your purchase of NFTs in connection with our Online Services or otherwise. Alternet Online Services are provided on an “as is” basis without any WARRANTIES OR GUARANTIES of any kind regarding your use of NFTs or regarding the laws and regulations surrounding NFTs in your jurisdiction. By using Alternet Online Services, you assume all risks associated with NFTs. You warrant that you understand that the risk of loss in the investment of NFTs can be substantial and understand that NFTs are volatile in price fluctuations.
You are solely responsible for the following:
To ensure that the Alternet Platform is enjoyable for everyone, we have established some ground rules you must follow while using our Online Services. By using our Online Services, you agree that you will not:
When engaging with Alternet and other Alternet Users on third-party social networking sites, you are subject to the terms of use of that third-party site. Alternet may choose to delete comments and moderate content to the extent permissible under the terms of that site.
We respect the intellectual property rights of others. It is our policy to respond to and investigate any claim that content posted on our Online Services infringes on the copyright or other intellectual property rights of any person or entity. If you are a copyright owner or an authorized agent of a copyright owner, and you believe that content on our Online Services infringes on another copyrighted work, please submit your claim via email to [email protected], with the subject line: “Copyright Infringement” and include in your claim a detailed description of the alleged infringement. In accordance with 17 U.S.C. 512(c)(3) of the Digital Millennium Copyright Act (DMCA), your claim must include:
Please be aware that you may be held accountable for damages (including costs and attorneys’ fees) for misrepresentation or bad-faith claims relating to content that you report as being allegedly infringing in nature.
We reserve the right to change Merchandise pricing or remove a product from our offerings at any time without notice. As such, prices advertised and availability of Merchandise are not guaranteed until a purchase has been made. The full product price is due upon purchase, and we do not offer any payment plans through our Site, though one may be available to you through buy-now-pay-later third-party payment processing services. All payments are processed via third-party payment processors (via Shopify); this means we never personally see or store your credit card information when you purchase a product. Any coupons and gift cards offered are subject to the terms and conditions of the issued coupon/gift card (including validity and expiration periods).
By placing an order with Alternet for Merchandise, you are offering to buy a product, representing that you are of legal age to form a binding contract, and representing that all information you provided in connection with the order is true and accurate and that you are an authorized user of the payment method provided. When we send you an order confirmation, that is not an acceptance by Alternet of your order. We wend that to let you know that we received your request, but there are a few steps necessary on our end before we can accept it.
Prior to our acceptance of an order, verification of information may be required. Alternet reserves the right at any time after receipt of your order to accept or decline your order, or any portion thereof, even after your receipt of an order confirmation from us, for any reason whatsoever. Alternet reserves the right to limit the number of items ordered and to refuse service to you without prior notification. In the event that an item lists an incorrect price, either due to typographical or other error, Alternet has the right to refuse or cancel an order placed for the incorrect price, regardless of whether the order is being or has been processed. If payment has already been made or if your account has already been charged for the purchase and the order is cancelled, we will refund your original payment method in the amount of the incorrect price.
The risk of loss and titles for any product(s) purchased by you pass to you upon our delivery of the product(s) to the carrier.
Merchandise shipping is managed by various partners. In accordance with their policies, we are not able to process returns or exchanges for products. Once a Merchandise purchase has been made, you will not be able to cancel your purchase. You understand that while we try to capture images of our Merchandise products that are as accurate as possible, products may vary slightly in color depending on the device you are using. If a product is damaged upon arrival, you must contact us at [email protected] within thirty (30) calendar days to be eligible for a replacement item or refund. Thirty (30) calendar days after you receive your order, all products are ineligible for replacement or refund. Your refund will be credited to the original form of payment used to make the purchase. Shipping, handling, and tax costs are non-refundable. We may request that you ship the damaged product back to us so that we can identify the cause and prevent future damage. Alternet monitors exchanged and damaged products to identify potential misuse or abuse of our policies. We reserve the right to refuse service to anyone.
Our Online Services may contain testimonials and reviews of our Online Services by our Users. While based on the real-life experiences and opinions of such Users, such opinions do not reflect the experiences of all of our Users, and User experiences with our Online Services may vary. The views and opinions in such reviews and testimonials solely belong to the User and do not reflect our views and opinions.
IN NO EVENT WILL ALTERNET BE LIABLE FOR ANY CLAIMS IN REGARDS TO USER-GENERATED CONTENT, FAILURE TO PROVIDE ACCURATE OR COMPLETE INFORMATION, FAILURE TO KEEP NFT WALLET OR PERSONAL INFORMATION CONFIDENTIAL, LOSS OF USE, LOSS OF DATA, CHANGES TO THE ONLINE SERVICES OR PLATFORM, TEMPORARY OR PERMANENT SUSPENSION OF ONLINE SERVICES, DAMAGE TO COMPUTER OR HARDWARE, SECURITY BREACHES, INTERRUPTION OF BUSINESS, LOST PROFITS, BREACH OF A THIRD-PARTY CONTRACT, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER RESULTING FROM AN ACTION UNDER CONTRACT, TORT, STRICT PRODUCT LIABILITY OR OTHERWISE THAT ARISE AS A RESULT OF YOUR USE OF OUR ONLINE SERVICES. IN NO EVENT WILL ALTERNET’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED FIFTY US DOLLARS (USD $50). IF APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY ABOVE, ALTERNET’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE JURISDICTION. YOU ACKNOWLEDGE AND AGREE THAT SUCH LIMITATIONS AND EXCLUSIONS REFLECT A FAIR AND REASONABLE ALLOCATION OF RISK AND HAVE BEEN REACHED DUE TO FUNDAMENTAL BARGAINING BETWEEN YOU AND ALTERNET.
You agree to indemnify and hold Alternet harmless from any and all claims, losses, liability, damages, expenses, and costs (including attorney fees, mediation, arbitration, and court costs), resulting from:
User hereby releases and forever discharges Alternet (and our officers, employees, agents, successors, and assigns) from, and hereby waives and relinquishes, each and every past, present, and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to Alternet, the Alternet Online Services (including any interactions with, or act or omission of, other Users, or any third-party links and ads). IF USER IS A CALIFORNIA RESIDENT, USER HEREBY WAIVES CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
Our Online Services are not targeted or intended to be used by people under the age of majority, and minors under the age of 13 are expressly prohibited. Permitted minors must have permission from their parent or guardian before accessing our Online Services. A parent or guardian who has permitted a minor to access our Online Services agrees to this ToU on behalf of the minor and is solely responsible for exercising supervision over the minor’s activities while using our Online Services.
We care about your personal information; any personal information you provide to us is collected, stored, and processed by us and used according to our Privacy Policy. Our use of cookies and data protection systems are also explained in this policy.
Alternet Online Services are controlled, operated, and administered from our offices within the United States of America and are not intended to be subject to the laws or jurisdiction of any country outside of the United States of America. WE DO NOT REPRESENT OR WARRANT THAT OUR PLATFORM AND ONLINE SERVICES ARE APPROPRIATE, LEGAL, OR AVAILABLE FOR USE IN ANY PARTICULAR JURISDICTION OTHER THAN THE UNITED STATES OF AMERICA. Those who choose to access Alternet outside of the United States of America do so on their own initiative and assume all risks associated with such access, including but not limited to any compliance with their particular jurisdictions’ laws and regulations and any United States export controls. We reserve the right to limit our Online Services, in whole or in part, to any geographic location or jurisdiction we choose.
THIS SECTION OF OUR TOU SIGNIFICANTLY AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. PLEASE ENSURE THAT YOU READ THIS SECTION CAREFULLY AND FULLY UNDERSTAND THIS SECTION BEFORE USING AND ACCESSING OUR ONLINE SERVICES. THIS SECTION WILL SURVIVE TERMINATION OF THIS TOU AND ANY TERMINATION OF YOUR ACCESS TO OUR ONLINE SERVICES.
You are not entitled to assign this ToU or our Privacy Policy to any third party, in whole or in part, without the prior written consent of Alternet. Alternet reserves the right to assign this ToU, and our Privacy Policy in whole or in part, to any third party at any time without notice, including but not limited to any individual or entity acquiring all or substantially all of the Alternet business or assets.
All provisions in this ToU and our Privacy Policy that specifically state or logically ought to survive the termination of our ToU, Privacy Policy, or the termination of a User’s access to our Online Services will survive such termination, including without limitation arbitration, representations and warranties, indemnification, limitation of liability, intellectual property ownership, and arbitration provisions.
No waiver by Alternet of any term or condition in this ToU or our Privacy Policy will be deemed or construed to be a waiver of such term or condition in the future, or of any preceding or subsequent breach of the same or any other term or condition of this ToU or our Privacy Policy or any other agreement. If any term or condition in this ToU or Privacy Policy is declared to be invalid, illegal, or unenforceable, for any reason, the remainder of the provisions will remain in effect and will be enforceable to the fullest extent possible.
Except where otherwise required by mandatory law, this ToU and our Privacy Policy is to be governed by and interpreted, constructed, and enforced in accordance with the laws of Texas and in the exclusive jurisdiction of Travis County, Texas.
This ToU and our Privacy Policy represents the entire and exclusive agreement between Alternet and our Users. All previous written and oral agreements and communications related to the subject matter of this ToU and our Privacy Policy are superseded.
If you have any questions about this ToU, our Privacy Policy or the Alternet Online Services, or would like a copy of this ToU or our Privacy Policy mailed to you electronically, you can contact us directly at: [email protected]