Last Updated: 15 March 2018
These Terms of Use (the “Terms”) set forth are the terms and conditions that govern access to, and use of the website sether.com (the “Platform”). The Platform will enable brands, agencies and marketers around the globe to safely and transparently setup intelligent marketing campaigns. The Platform uses specially-developed smart contracts (each, a “Smart Contract”, or collectively, “Smart Contracts”) that run on the Ethereum network to enable companies to run campaigns, organize tasks and make payments in a safe and transparent manner for everyone involved, and to enable influencers to participate in the campaigns run by the companies.
These Terms are a legal agreement between you, as an influencer, company, agency, or representative of a company (“you”, “your”, or “user”) and SETHER (“Sether”, “we”, “us”).
Before you use the Platform and the Smart Contracts you will need to agree to these Terms. We are only willing to make the Platform and the Smart Contracts available to you if you accept all of these Terms. Otherwise, you may not access or use the Platform and the Smart Contracts. The use of the Platform or of the Smart Contracts represent your confirmation that you understand and agree to all of these Terms. In case you use the Platform on behalf of a company, you represent that you have the legal authority to accept these Terms on behalf of the respective company. In such a case, when using “you” in these Terms, we will refer to the respective company.
We reserve the right to change the Terms at any time and in our sole discretion. If we make changes to these Terms, we will make the updated Terms available on the Platform and update the “Last Updated” date found at the top of these Terms. Please verify these Terms periodically for changes. Any changes to the Terms will apply on the date that they are made, and your continued access to or use of the Platform after the Terms have been updated will constitute your binding acceptance of the updates.
In order to use the Platform and have access to all the available features, you need to register either as a Brand or as an Influencer, and create an account (“Account”).
When creating the account, you need to take the following safeguards: (i) choose a strong password; (ii) provide accurate, current and complete Account information about yourself and/or the Brand, and maintain and promptly update as necessary the Account information (iii) protect your Account credentials and access to your Account.
Additionally, if you are an Influencer, you are permitted to register for and log onto the Platform via certain third party social networks, such as Facebook or Twitter. If you log in via such social networks platforms, the profile information connected to the account you use to log into the Platform, including your name or nickname and email address, may be used by Sether in order to provide and support your Account. Please, read our Privacy Policy for more information about how we use such data. You are required to provide accurate information concerning your social network accounts, and you are not allowed to use others’ accounts to register into the Platform.
If you become aware of any unauthorized use of your password, credentials or of your Account, you need to notify us immediately.
You acknowledge and agree that you are responsible for all activities occurring under your Account and accept all risks of any authorized or unauthorized access to your Account, to the maximum extent permitted by law.
Sether makes available a “wallet” feature (“Sether Wallet”), which allows users to hold their Seth tokens and Brand tokens on the Platform. The Sether Wallet enables users to make use of the Seth tokens and Brand tokens on the Platform, by running campaigns, participating in campaigns or making payments. Additionally, users can hold Ether in their Sether Wallet in order to pay the gas fee for the transactions occurring on the Ethereum network. The Sether Wallet only supports Seth tokens, Brand tokens and Ether, no other tokens or crypto or fiat currency being supported through the Sether Wallet.
The control over the Seth tokens, Brand tokens and Ether is made through a unique private key (“Private Key”) which is automatically generated by the Platform when you create an Account. You can download and use the Private Key to import your Seth tokens, Brand tokens and Ether into other third party wallets. When you download the Private Key, the password for the Private Key is sent to your registered email address on the Platform.
Loss of the Private Key associated with your Sether Wallet will result in loss of the Seth tokens, Brand tokens and Ether you hold in your Sether Wallet. Moreover, any third party that gains access to the Private Key or to your Sether Wallet, including by gaining access to the login credentials of your Account, may be able to misappropriate your Seth tokens, Brand tokens and Ether .
You will at all times maintain control of your Account, Sether Wallet, Private Key and Private Key Password and you will not share or disclose your Account credentials, Private Key or Private Key Password with any other party. With this in mind, you understand and agree that you are solely responsible for maintaining the security of your Account credentials, Sether Wallet, Private Key and Private Key Password. We will not be responsible or liable for any claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses arising out of or relating to (i) your failure to safeguard your Sether Wallet, Private Key, Private Key Password or Account credentials (ii) the loss of, tampering with, circumventing or unauthorized use of the access your Sether Wallet, Private Key, Private Key Password or Account, (iii) any security breach affecting your Sether Wallet, Private Key, Private Key Password and Account.
In addition to the Sether Wallet, you can hold your Seth tokens, Brand tokens and Ether on other platforms providing a wallet that supports such tokens. You understand and agree that we are not responsible for any loss you may incur by holding your Seth tokens, Brand tokens and Ether on the respective platforms.
On our Platform, the Brands can run a basic bounty campaign on the Facebook and Twitter platforms (“Basic Bounty Campaign”, or “Campaign”). In such Campaigns, the Influencers have the possibility to earn Seth tokens or Brand tokens by sharing or retweeting on their Facebook and Twitter profiles or by liking the Brands’ official Facebook or Twitter posts.
Creating a Loyalty Campaign
Each Brand has the possibility to create a Loyalty Campaign. When creating the Campaign, the Brand needs to set up the name of the Campaign, the starting date, the due date and budget of the Campaign. The budget can be set in Seth tokens.
Setting up the rules of the Loyalty Campaign
When creating a Loyalty Campaign, the Brand needs to set up the Campaign rules:
Publishing the Loyalty Campaign
After the rules of the Loyalty Campaign are set up, the Brand needs to publish the Campaign. Each time a Loyalty Campaign is published, the Brand pays a commission in Seth tokens charged by our Platform. For more information about the fees, please see the Fee section below.
In case the Brand does not hold sufficient tokens in its Sether Wallet to cover the campaign budget and the commission, the Campaign cannot be published.
The Campaign becomes visible on the Platform when the Brand publishes it.
Creating a Basic Bounty Campaign
Each Brand has the possibility to create a Basic Bounty Campaign. When creating the Campaign, the Brand needs to set up the name of the Campaign, the starting date, the due date and budget of the Campaign. The budget can be set up either in Seth tokens or in Brand tokens.
The Brand has the possibility to commit the established budget either when the Campaign is created, or later, until the Campaign ends. When the Campaign budget is committed, the amount of Seth tokens or Brand tokens will be deposited into the Smart Contract.
The Brand is solely responsible for the commitment of the Campaign budget. We are not liable for any loss that an Influencer might incur as a result of a Brand not committing the established budget.
Setting up the rules of the Basic Bounty Campaign
When creating a Basic Bounty Campaign, the Brand needs to set up the Campaign rules:
Publishing the Basic Bounty Campaign
After the rules of the Basic Bounty Campaign are set up, the Brand needs to publish the Campaign. Each time a Basic Bounty Campaign is published, the Brand pays a commission in Seth tokens charged by our Platform and a fee in Ether necessary to create the Smart Contract on the Ethereum network. For more information about the fees, please see the Fee section below.
In case the Brand chooses to commit the Campaign budget when the Campaign is created, the established budget is automatically deposited into the Smart Contract at the moment of publishing the Campaign.
In case the Brand does not hold sufficient tokens in its Sether Wallet to cover the transaction fee and the commission, the Campaign cannot be published.
The Campaign becomes visible on the Platform when the Brand publishes it.
Signing up for a Loyalty Campaign
Every Influencer on the Platform has the possibility to sign up for a Loyalty Campaign published on the Platform.
Conducting the Campaign
When the Influencer signs up for the Loyalty Campaign, he needs to submit his personal data to successfully conduct the Campaign. After submitting the personal data, he cannot sign up again for the same campaign.
Finalizing the Campaign
Each Campaign ends on the due date set up by the Brand when the Campaign was created. Additionally, the Brand has the right to finalize a Campaign at its sole discretion, prior to the due date.
At the end of the Campaign, the Platform automatically transfers the Seth tokens, through Smart Contracts, to the Influencer’s Sether Wallet. The Ethereum transaction fees for these payments are paid by the Brand.
Signing up for a Basic Bounty Campaign
Every Influencer on the Platform has the possibility to sign up for a Basic Bounty Campaign published on the Platform. The participation of the Influencer in the Basic Bounty Campaign for which he or she signed up is subject to the approval of the Brand running the respective Campaign. The Brand can approve the participation of an Influencer at its sole discretion.
After the Brand approves the participation of the Influencer in the Campaign, the Influencer is registered in the respective Campaign.
Conducting the Campaign
During the Campaign, the Influencer needs to conduct certain activities on his or her Facebook or Twitter profiles, pursuant to the Basic Bounty Campaign rules (e.g., to share, retweet or like the Brand’s official Facebook or Twitter posts). All these activities take place outside the Platform.
On a regular basis, the Platform calculates the number of points earned by the Influencer in the Campaign. An Influencer earns points only if he or she achieves the weekly target number of shares, retweets, or likes set up by the Brand when the Campaign was created. In order to calculate the Influencer’s points, the Platform verifies the Brand’s Facebook and Twitter profiles and counts the Influencer’s number of shares, retweets or likes of a post.
Finalizing the Campaign
Each Campaign ends on the due date set up by the Brand when the Campaign was created. Additionally, the Brand has the right to finalize a Campaign at its sole discretion, prior to the due date.
At the end of the Campaign, the Platform calculates the amount of Seth tokens or Brand tokens earned by each Influencer participating in the Campaign, as follows:
After the amount of Seth tokens or Brand tokens earned by each Influencer participating in the Campaign is calculated, the Platform automatically transfers the Seth tokens or Brand Tokens, through Smart Contracts, to the Influencer’s Sether Wallet. The Ethereum transaction fees for these payments are paid by the Brand.
Ethereum network requires the payment of an Ether transaction fee (“Gas Fee”) for every transaction that occurs on the Ethereum network. The Gas Fee is the internal pricing for running a transaction or smart contract in Ethereum network and needs to be paid for each transaction that occurs via the Ethereum network independently of our Platform.
The Gas Fee is always paid in Ether and is paid every time a user enters into a transaction on the Ethereum network, such as when the Brand publishes a Campaign and the Campaign rules are written in the Smart Contract, or when the Brand commits the Campaign budget, or when the Campaign payments are made. In all these particular cases, the Gas Fee is paid by the Brand.
Additionally, when a Brand publishes a Basic Bounty Campaign on our Platform, we will charge a commission of XXXX of the Campaign budget (“Commission”). This Commission is in addition to the Campaign budget and shall be paid in Seth tokens when the Basic Bounty Campaign is published, irrespective of the Campaign tokens (Seth tokens or Brand tokens) and irrespective of the commitment of the budget.
Both the Gas Fee and the Commission will be automatically paid from the Sether Wallet.
Unless otherwise indicated by us, all elements of the Platform, all content and other materials therein are owned by us (or, as applicable, our licensors) and are protected by intellectual property rights. For the avoidance of doubt, the visual interfaces, design, text, graphics, pictures, systems, information, data, methods, software, computer code, organization, services, all other elements and any other documentation or other ancillary material provided to you (the “Content”) are owned by us or by our licensors and are protected by copyright, patents, trademarks, design, trade secrets, any other intellectual property rights and applicable law.
We hereby grant you a limited, nonexclusive, non-sublicensable license to access and use the Platform, the Smart Contracts, and the Content solely for the purpose of running marketing campaigns and participating into such campaigns. However, such license is subject to these Terms and you are not permitted to:
Any use of the Platform, Smart Contracts, or the Content other than as specifically authorized herein, without the prior written permission of Sether, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including without limitation, copyright and trademark laws. Unless explicitly stated by Sether, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by implication or otherwise.
On our Platform you are able to submit questions, suggestions, ideas, or other feedback about the Platform (“Feedback”). By submitting such Feedback, you grant us a perpetual, irrevocable, nonexclusive, worldwide license under all rights necessary for us to incorporate and use your Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. For the avoidance of doubt, we are free to use such Feedback at our discretion and without additional compensation to you.
You are solely responsible for all content you create, transmit and/or distribute through the Platform (“User Content”). With that in mind, you agree not to create, transmit and/or distribute through the Platform any User Content that:
is illegal or unlawful, that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or otherwise create liability or violate any local, national or international law;
is defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, violent, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, invasive of privacy or publicity rights, fraudulent, deceptive or otherwise objectionable;
impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;
may infringe or violate any patent, trademark, trade secret, copyright, or other intellectual property right or other right of any party;contains or depicts any statements, remarks or claims that do not reflect your honest views and experiences;
is designed to deceive or trick the users of the Platform;
You are solely responsible for your own conduct while accessing or using the Platform, the Smart Contracts and the Content. You agree to use the Platform, the Smart Contracts and the Content only for purposes that are legal, proper and in accordance with these Terms and any applicable laws or regulations. You agree that you will not and will not permit any third party to do, including but not limited to, any of the following:
use the Platform, the Smart Contracts and the Content to violate the legal rights and the legitimate interests of others, including, but not limited to, transmitting or otherwise making available through the Platform any Content that infringes the intellectual proprietary rights of any party;
remove any copyright, trademark or other proprietary rights notices contained in or on the Platform, the Smart Contracts, the Content, or any part of it;
modify, adapt, hack, translate, or reverse engineer the Platform and Smart Contracts;
use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Platform and Smart Contracts or to extract data;
attempt to indicate in any manner that you have a relationship with us or that we have endorsed you or any products or services for any purpose, unless we specifically consented to such conduct;
upload, send, distribute or disseminate any Content that could be in any way interpreted as defamatory, unlawful, fraudulent, obscene, harassing or objectionable;
distribute any other harmful components such as, including but not limited to, worms, viruses, Trojan horses, corrupted files, defects, hoaxes;
impersonate another person by any mean (e.g., by use of an email address, name, nickname or otherwise);
exploit the Platform, the Smart Contracts and the Content for any unauthorized commercial purpose;access or use the Platform, the Smart Contracts and the Content for the purpose of creating a product or service competitive with any of our products or services;
register on the Platform with a fake Facebook or Twitter account or using the Facebook or Twitter accounts of others;
register on the Platform on behalf of a company, without having the right to represent the respective company.
You agree, at your sole expense, to defend, indemnify and hold us, our officers, agents, employees, advertisers, licensors, suppliers or partners harmless from and against any claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses of any kind or nature, including litigation costs, and legal fees arising out of or in any way related to (i) your use of the Platform, Smart Contracts or Content; (ii) your violation of these Terms or the rights of any third-party; or (iii) your breach of applicable laws in connection with your conduct, access to or use of the Platform, Smart Contracts and Content.
You expressly acknowledge and agree that your use of the Platform, Smart Contracts and Content is at your sole risk and that the entire risk as to satisfactory quality, performance, safety, accuracy and effort is with you. The Platform, the Smart Contracts and the Content are provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, we disclaim any and all warranties and representations (express or implied, written or oral) in relation to, without limitation, the Platform, Smart Contracts, Content or external websites or applications, including but not limited to any implied warranties of merchantability, implied warranties of fitness or suitability for any purpose and warranties of non-infringement, condition of title, accuracy, reliability. We do not warrant and/or represent that the Platform, Smart Contracts and Content will meet accuracy and your requirements, that the use of the Platform, Smart Contracts and Content will be uninterrupted, secure or error-free, or that the Platform, Smart Contracts or any Content are free of harmful components, such as viruses.
You acknowledge and agree that to the maximum extent permitted under applicable law, in no event will Sether be liable to you or to any other third party for any incidental, indirect, special, consequential, exemplary or punitive damages whatsoever including, but not limited to, damages for loss of profits, (whether incurred directly or indirectly), loss of goodwill or business reputation, loss of data, cost of procurement of substitute goods or services, or any other intangible loss, arising out of or related to the Platform, Smart Contracts and Content, regardless of the theory of liability (contract, warranty, tort, strict liability, product liability or other theory) and even if we have been advised of the possibility of such damages.
You understand and agree that we will not be liable for any failure or delayed performance of our obligations that result from any condition beyond our reasonable control, including but not limited to, acts or omissions of third parties, earthquake, fire, flood, governmental action, acts of terrorism, acts of God, labor conditions, power failures, Internet disturbances or server failures.
We will not be responsible or liable to you for any losses you might incur as the result of your use of the Platform, the Smart Contracts, the Content or the Ethereum network, including but not limited to any losses, damages or claims arising from: (i) loss of the Account credentials or of the Private Key (ii) incorrectly construed transactions; (iii) server failure or disruptions or data loss; (iv) harmful files; (v) unauthorized access or activities by third parties, including but not limited to the use of viruses, phishing, or other means of such harmful conduct.
You acknowledge that the Platform is Internet-based and you understand and accept the inherent security risks associated with such platforms, including but not limited to, the risk of losing the Internet connections, the risk of malicious software, the risk of hardware or software failure and the risk of unauthorized access by third parties to your Account, including, but not limited to your Sether Wallet, Private Key and/or Private Key Password. Thus, you agree that we have no liability for any malfunctions, communication failures, delays, errors, or any breach of security you might incur.
You acknowledge that the Seth tokens, Brand tokens and Ether are intangible digital assets that exist only by virtue of the ownership record maintained in the Ethereum network and that all Smart Contracts are conducted on the Ethereum network. You understand and agree that we do not control the Ethereum network and that we will not be liable for any damage you may suffer as a result of using the Seth tokens, Brand tokens and Ether, the Smart Contracts and the Ethereum network. With that in mind, you also understand and accept that Sether is not liable or responsible for any losses that you might incur due to the Ethereum network issues, such as any soft or hard forks, technical node issues, or any other issues causing you a loss.
You acknowledge that the prices of the cryptocurrencies, including the Seth tokens, Brand tokens and Ether, are extremely volatile and that we are not responsible for any loss you might incur from the price fluctuations of the Seth tokens, Brand tokens and Ether. Moreover, you acknowledge that the blockchain technologies, such as Ethereum network, and cryptocurrencies are still unregulated and that the legislative perspective is uncertain. With this in mind, you understand and accept that we are not liable or responsible for the manner in which new legislative framework may affect the use of Platform, and the utility of the Seth tokens, Brand tokens and Ether.
You acknowledge and accept that you are solely responsible to determine what, if any, taxes apply to the transactions you engage on our Platform, and that you are solely responsible to report and remit the taxes to the appropriate tax authority.
The Platform may contain hyperlinks to third party website or resources. These links to third party pages are provided for convenience only. In any event, especially because of the volatile nature of information on the Internet, Sether cannot control the nature or content of these external sources and therefore is not responsible and or liable for the use, the unavailability of third party Platforms nor their content and advertising or other materials available on such third party websites that you might access via our Platform.
We may, in our sole discretion and without cost to you, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion or feature of our Platform, Smart Contracts or Content.
In no event will Sether be liable for the removal of or disabling of access to any portion or feature of the Platform, Smart Contracts or Content.
We may suspend or terminate your access to the Platform, Smart Contracts or Content in our sole discretion, immediately and without prior notice, and delete or deactivate your Account. In the event of termination, you can access your Seth tokens, Brand tokens and Ether by using the Private Key to import them into a third party wallet.
Sether may assign these Terms and/or any and all of its rights or delegate any and all of its obligations under these Terms without your consent. All provisions contained in these Terms shall extend to and be binding upon you and Sether’s successors and assigns. You may not assign these Terms or any of your rights and/or obligations under these Terms to another person or entity.
Please refer to our Privacy Policy for information on how we collect, use, store and disclose your personal data.
If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
Enforcement of these Terms is solely in our discretion and our failure to enforce any of the provisions in some instances does not constitute a waiver of our right to enforce such provisions in other instances.
The language in these Terms will be interpreted as to its fair meaning, and not strictly for or against any party.
These Terms will be governed by and construed in accordance with the laws of Romania. Any legal action or proceeding arising under these Terms will be brought exclusively in the courts located in Bucharest, Romania, and the parties irrevocably consent to the personal jurisdiction and venue there.
By accepting these Terms, you expressly consent and agree to the provisions regarding limitations of liability (clauses: 1, 2, 3, 4, 8, 9, 11, 12, 13 and 14), choice of law and jurisdiction (clause 21), unilateral termination (clauses 14 and 15) and suspension of performance (clauses 14 and 15).
