TERMS AND CONDITIONS
1. SCOPE AND APPLICATION
Readl is a blockchain network to reshape the book publishing industry by returning ownership back to book authors, publishers, and readers through NFTs. We build tools for publishers, writers, artists, and contributors to create NFT book editions and collectibles providing a whole new reading experience.
Readl has a marketplace and a publishing platform, where authors and publishers can create NFT written content editions to sell them into the marketplace at the price defined by the author or publisher. Also, artists can create NFT content to attach into the NFT document and visualize it while reading. The first time a NFT asset is sold, 2% of the sales prices defined by the author or publisher is for Readl and the 98% for the creator. If this digital asset is sold in a second hand market, 2% of the sale price is for Readl, X% (to be defined before making the digital asset available in any second hand market) is for the publisher and the rest for the owner.
This Service also allows you to sell and purchase Crypto Assets. You may only participate in the Sale or Purchase by linking your digital wallets on supported bridge extensions such as https://metamask.io/. Metamask or any other EVM compatible wallet, is an electronic wallet, which allows you to purchase, store, and engage in transactions using moonriver/moonbeam (https://moonbeam.network/) cryptocurrency. Before putting your unique digital asset on Sale or placing an offer to purchase a unique digital asset from another user, we will ask you to download a supported electronic wallet extension, and connect and unlock your digital wallets with that extension. Once you submit an order to sell or purchase a unique digital asset, your order is passed on to the applicable extension, which completes the transaction on your behalf.
“Crypto Assets” refers to unique non-fungible tokens (NFTs), implemented on the Moonbeam blockchain using smart contracts .
Readl is a platform. Readl is not a broker, financial institution, or creditor. Readl anables transactions between the buyer and seller but is not a party to any agreement between the buyer and seller of crypto assets or between any users.
You have full responsibility for verifying the identity, legitimacy, and authenticity of assets you purchase on Readl. Notwithstanding indicators and messages that suggest verification, Readl makes no claims about the identity, legitimacy, or authenticity of assets on the platform.
Readl reserves the right to modify or change these Terms and Conditions to adapt them to additional services or to the applicable laws and regulations at any time and in our sole discretion. If we make changes to these Terms, we will provide notice of such changes, such as by sending an email notification, providing notice through the Service or updating the “Last Updated” date at the beginning of these Terms. By continuing to access or use the Service, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference. We encourage you to review the Terms frequently to ensure that you understand the terms and conditions that apply when you access or use the Service. If you do not agree to the revised Terms, you may not access or use the Service. Those additional terms and conditions, which are available with the relevant services, then become part of your agreement with us if you use those services.
By clicking on the “I accept” button, completing the account registration process, using our services and/or purchasing crypto assets, you agree to be bound by these terms and all of the terms incorporated herein by reference. If you do not agree to these terms, you may not access or use the service or purchase the crypto assets.
2. OWNERSHIP OF THE PLATFORM INTELLECTUAL PROPERTY
- Unless otherwise indicated in writing by us, the Service and all content and other materials contained therein, including, without limitation, the Readl logo and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “Content”) are the proprietary property of Readl or our affiliates, licensors or users, as applicable.
- Notwithstanding anything to the contrary in these Terms, the Service and Content may include software components provided by Readl or its affiliates or a third party that are subject to separate license terms, in which case those license terms will govern such software components.
- The Readl logo and any Readl product or service names, logos or slogans that may appear on the Service or Service are trademarks of Readl or our affiliates and may not be copied, imitated or used, in whole or in part, without our prior written permission. You may not use any metatags or other “hidden text” utilizing “Readl” or any other name, trademark or product or service name of Readl or our affiliates without our prior written permission. In addition, the look and feel of the Service and Content, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark or trade dress of Readl and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and Readl names or logos mentioned on the Service are the property of their respective owners and may not be copied, imitated or used, in whole or in part, without the permission of the applicable trademark holder. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by Readl.
3. THIRD PARTY SERVICES
The Service may contain links to third-party websites (“Third-Party Websites” https://transak.com/, https://metamask.io/ https://moonbeam.network/ ) and applications (“Third-Party Applications”). When you click on a link to a Third-Party Website or Third-Party Application, we will not warn you that you have left our Service and are subject to the Terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites and Third-Party Applications are not under the control of Readl. Readl is not responsible for any Third-Party Websites or Third-Party Applications. Readl provides these Third-Party Websites and Third-Party Applications only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites or Third-Party Applications, or their products or services. You use all links in Third-Party Websites, and Third-Party Applications at your own risk. When you leave our Service, our Terms and policies no longer govern. You should review all applicable agreements and policies, including privacy and data gathering practices, of any Third-Party Websites or Third-Party Applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
- IPFS, Pînata
- Amazon Web Services
4. USER CONDUCT
You agree that you will not violate any law, contract, intellectual property or other third party right, and that you are solely responsible for your conduct, while accessing or using the Service or participating in a sale. You agree that you will abide by these Terms and will not:
- Provide false or misleading information to Readl;
- Use or attempt to use another user’s Account without authorization from such user and Readl;
- Create or list counterfeit items;
- Pose as another person or create a misleading username;
- Use the Service in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Service, or that could damage, disable, overburden or impair the functioning of the Service in any manner;
- Develop, utilize, or disseminate any software in any manner, that could damage, harm, or impair the Service;
- Use data collected from our Service to contact individuals, companies, or other persons or entities;
- Use data collected from our Service for any direct marketing activity (including without limitation, email marketing, SMS marketing, telemarketing, and direct marketing);
- Bypass or ignore instructions that control all automated access to the Service;
- Use the Service for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms;
- Use the Platform to carry out any illegal activities, including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the Ethereum Platform, or the Service;
- Place misleading bids or offers;
- Spam listings for the purpose of causing a listing to appear at the top of the search results;
Readl facilitates trade among a diverse community of buyers and sellers. Openness is one of our most prized values, and we’re committed to providing a platform for the exchange of a wide range of content, including controversial content. These policies ensure that our marketplace offers the widest selection of assets possible while promoting trust and respect, as well as adherence to the law.
Assets, listings, smart contracts, and collections that Readl deems inappropriate, disruptive, or illegal are prohibited on Readl. Readl reserves the rights to determine the appropriateness of listings on its site and to remove any listing at any time. If you create or offer an asset, listing, smart contract, or collection in violation of these policies, we will take corrective actions, as appropriate, including but not limited to removing the asset, listing, smart contract, or collection, deleting your Readl account, and permanently withholding referral payments and developer revenue sharing fees. Readl cannot destroy or impound your assets or smart contracts, but we reserve the right to destroy inappropriate metadata stored on our servers.
Assets, listings, smart contracts, and collections that include metadata that violates international or Swiss intellectual property laws, promotes suicide or self-harm, incites hate or violence against others, degrades or doxes another individual, depicts minors in sexually suggestive situations, or is otherwise illegal will be removed.
Assets, listings, smart contracts, and collections created or used primarily or substantially for any illegal purpose or for the purpose of raising funds for the known terrorist organizations listed on https://www.state.gov/foreign-terrorist-organizations/ are prohibited on Readl and will be removed.
The sale of stolen assets, converted assets, fraudulently obtained assets, assets taken without authorization, and other illegally obtained assets on Readl is prohibited. Listing illegally obtained assets may result in your listings being cancelled, your assets being hidden, or your account being suspended.
If you have reason to believe that an asset listed on Readl was illegally obtained, please contact us immediately at firstname.lastname@example.org Include the asset’s ID, the asset’s contract address, and evidence demonstrating that the asset was illegally obtained. Readl will review your claim and reply within 72 hours. If we determine from the evidence that the asset is stolen, we will hide it or disable trading of it.
We require all users to be at least 18 years old. If you are under 18, you may use a parent or guardian’s Readl account, but only with the involvement of the account holder. However, the account holder is responsible for everything done with that account.
If you become aware of the creation, listing, or buying of assets in violation of any of the terms specified in this section, you shall contact us at email@example.com to report it.
5. USER INFORMATION AND COPYRIGHT
You are solely responsible for your use of the Services and for any User Information you provide, including compliance with applicable laws, rules, and regulations. We take no responsibility for the User Information posted or listed via the Services.
You retain your rights to any User Information you submit, post, or display using the Services.
You represent and warrant that you have, or have obtained, all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein for any User Information that you submit, post or display on or through the Services. You agree that such User Information will not contain material subject to copyright or other proprietary rights, unless you have necessary permission or are otherwise legally entitled to post the material and to grant Readl the license described above.
Readl reserves the right to remove content without prior notice. Readl will take down works in response to formal infringement claims and will terminate a user’s access to the Services if the user is determined to be a repeat infringer.
If you believe that your content has been copied in a way that constitutes a copyright infringement, please report this by contacting our designated copyright agent at:
Address: Mühlegasse 18, 6340 Baar Switzerland
If you believe that your likeness has been used in a way that violates your personality rights, please report this by contacting our designated personality rights agent at:
Address Mühlegasse 18, 6340 Baar Switzerland
6. USER CONTENT MANAGEMENT AND COPYRIGHT
Readl is a platform that enables the creation, storage, publication, and sale of content. Readl provides the technology to perform these actions but is not responsible for its use. Readl advice to observe the following content management guidelines:
- The author who creates his work in Readl has the right to reproduce it. He/she can create an unlimited number of editions and units in each edition. If the work comes from a publisher, the reproduction of the work must comply with the terms already established in the author-publisher contract. If the publisher uses Readl without being under author-publisher agreement, Readl is not responsible.
- Distribution right: the creator of the work allows users to resell, temporarily rent or give away (with minimal royalty and transaction costs) the book (with a commission set by the creator as a royalty).
- Display right: users cannot display publicly the author’s work without his approval.
- The author/publisher has the right to market his/her work and republish it as many times as he/she wishes, as long as he/she complies with any prior contracts that may exist.
7. ACCOUNT REGISTRATION AND COMMUNICATION PREFERENCES
If you wish to participate in a sale of Crypto Assets (as a copyright owner or as a buyer), you will need to register for an account on the Service (“Account”). By creating an Account, you agree to (a) provide accurate, current and complete Account information about yourself, (b) maintain and promptly update from time to time as necessary your Account information, (c) maintain the security of your password and accept all risks of unauthorized access to your Account and the information you provide to us, and (d) immediately notify us if you discover or otherwise suspect any security breaches related to the Service, or your Account. Readl will block multiple accounts of the same user. Also, you agree that you will not:
- create another account if we’ve disabled one you had unless you have our prior written permission;
- buy, sell, rent or lease access to your Account or username unless you have prior written permission;
- share your Account password with anyone; or
- log in or try to log in to access the Service through unauthorized third party applications or clients.
- Readl may require you to provide additional information and documents at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to anti-laundering (legalization) of incomes obtained by criminal means, or for counteracting financing of terrorism. Readl may also require you to provide additional information and documents in cases where it has reasons to believe that:
- Your Account is being used for money laundering or for any other illegal activity;
- You have concealed or reported false identification information and other details; or
- Transactions realized through your Account caused a breach of these Terms.
In such cases, Readl, at its sole discretion, may pause or cancel your Auction transactions until such additional information and documents are reviewed by Readl and accepted as compliant with the requirements of applicable law. If you do not provide complete and accurate information and documents in response to such a request, Readl may refuse to provide the Content to you.
- By creating an Account, you consent to the possible reception of electronic communications from Readl (e.g., via email or by posting notices to the Service). These communications may include notices about your Account (e.g., password changes and other transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will comply with any legal communication requirements including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information we think will be of interest to you. You may opt out of receiving these promotional emails at any time by following the unsubscribe instructions provided therein.
- You must provide all equipment and software necessary to connect to the Service and services, including but not limited to, a mobile device that is suitable to connect with and use Service and services, in cases where the Service offers a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Service or services.
- Notwithstanding anything to the contrary in these Terms, the Service and Content may include software components provided by Readl or its affiliates or a third party that are subject to separate license terms, in which case those license terms will govern such software components. For example, when you click to get more details about any of the Crypto Assets sold through our marketplace, you will notice a third party link to the website from which such Crypto Asset originated. Such websites may include license terms governing the use of such Crypto Asset. In the event you purchase such Crypto Asset through our marketplace, you are required to comply with such terms.
8. LICENSE TO ACCESS AND USE OUR SERVICE AND CONTENT
- sell, resell or use commercially the Service or Content,
- distribute, publicly perform or publicly display any Content,
- modify or otherwise make any derivative uses of the Service or Content, or any portion thereof,
- use any data mining, robots or similar data gathering or extraction methods,
- download (other than page caching) any portion of the Service or Content, except as expressly permitted by us, and
- use the Service or Content other than for their intended purposes.
9. FEES, COMMISSIONS, ROYALTIES, TAXES AND OTHER CHARGES
a) Fees for content providers
a.1. Authors (Fees for books)
- 2% of the sale price in the case of the first sale
a.2. Artists and other collaborators (Fees for illustrations)
- 2% of the sale price in the case of the first sale
b) Fees for buyers
- There are NO fees for buyers. They only pay the price set by the owner of the NFT
c) Commissions on secondary sales of Books and Collectibles, established by and payable to the creators of such Books and Collectibles;
- Creators define X% of commission in the sale price in the case the NFT is sold in Readl marketplace as a second hand item between users.
d) gas: fees paid to miners through the User’s independent wallet applications as settlement of the User’s mining transactions. There are necessary costs in each transaction but they are managed externally through Metamask. Readl does not intervene in them, nor does it collect or collect payments on behalf of Metamask.
9.2 Forms of Payment.
Fees may be paid solely in the manner determined in the sole discretion of Readl On the date of initial publication of these Terms, all fees will be paid in the cryptocurrency used by Readl.
9.3 Finality; No Refunds.
All transactions involving the Offering are final. All Fees relating are non-refundable except at the sole discretion of Readl (for service fees and other fees within its control) or applicable third parties (Books and Collectibles creators, Ethereum miners, etc.).
9.4 You are Responsible for Your Own Taxes
You are responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority, associated with your use of the READL Platform (including, without limitation, any taxes that may become payable as the result of your ownership, purchase, transfer, sale, or creation of any NFTs). You are solely responsible for determining what, if any, taxes apply to your transactions through the READL Platform. You acknowledge and agree that READL is not responsible for determining the taxes that apply to such transactions.
Notice that increases in Digital Asset Prices and Transaction Volume has Attracted Tax Authority
As the laws governing digital assets are still evolving, the tax treatment of digital assets in various jurisdictions is subject to change. As there is considerable uncertainty over the taxation of digital assets, READL cannot guarantee that digital assets like your NFTs will not be subject to further taxation in the future, including but not limited to additional taxes and increased tax rate. These events could reduce the economic return and increase the holding costs of digital assets, which could materially and adversely affect your NFTs.
10. RISKS, DISCLAIMERS AND LIMITATIONS OF LIABILITY.
10.1 No Consequential, Incidental or Punitive Damages.
Notwithstanding anything to the contrary contained in these Terms, Readl shall not be liable to any person, whether in contract, tort (including pursuant to any cause of action alleging negligence), warranty or otherwise, for special, incidental, consequential, indirect, punitive or exemplary damages (including but not limited to lost data, lost profits or savings, loss of business or other economic loss) arising out of or related to these Terms, whether or not Readl has been advised or knew of the possibility of such damages, and regardless of the nature of the cause of action or theory asserted.
10.2 Limitation of Liability.
Readl’s liability for damages to each User shall in all cases be limited to, and under no circumstances shall exceed, Readl’s service fees actually received by Readl from such User.
10.3 No Responsibility for Books and Collectibles; No Guarantee of Uniqueness or IP.
Readl has no responsibility for the Books and Collectibles created or traded by Users on the Readl Platform.
Readl does not investigate and cannot guarantee or warrant the authenticity, originality, uniqueness, marketability, legality or value of any Collectible created or traded by Users on the Readl Platform.
10.4 No Professional Advice or Liability.
All information provided by or on behalf of Readl is for informational purposes only and should not be construed as professional, accounting or legal advice. Users should seek independent professional advice from persons licensed and qualified in the area for which such advice would be appropriate.
10.5 Certain Uses and Risks of Blockchain Technology and cloud.
Readl has no responsibility for the issues that can happen in any underlying technology such as any Blockchain or cloud services.
10.6 Legal Limitations on Disclaimers.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in these Terms may not apply in full to specific Users. The disclaimers and limitations of liability provided in these terms shall apply to the fullest extent permitted by applicable law.
11. GOVERNING LAW; DISPUTE RESOLUTION.
11.1 Governing law.
These Terms shall be governed by and construed and interpreted in accordance with the laws of Switzerland, as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. Although the Offerings may be available in other jurisdictions, each user hereby acknowledges and agrees that such availability shall not be deemed to give rise to general or specific personal jurisdiction over Readl in any forum outside Switzerland.
11.2 Settlement Negotiations.
If a User has a potential legal dispute, claim or cause of action against Readl, the User shall first (prior to initiating any litigation proceedings) contact Readl by sending an email to firstname.lastname@example.org. describing the nature of the potential dispute, claim or cause of action and providing all relevant documentation and evidence thereof. If so elected by Readl, User shall use commercially reasonable efforts to negotiate a settlement of any such legal dispute, claim or cause of action within 60 days of the delivery of such email. Any such dispute, claim or cause of action that is not finally resolved by a binding, written settlement agreement within such 60 days shall be brought and resolved exclusively in accordance with the following provisions of this Section 10.
The headings and captions contained in these Terms are for convenience of reference only, shall not be deemed to be a part of these Terms and shall not be referred to in connection with the construction or interpretation of these Terms.
12.2 Successors and Assigns.
These Terms shall inure to the benefit of Readl, the Users, and their respective permitted successors, permitted transferees and permitted delegates and shall be binding upon all of the foregoing persons and any person who may otherwise succeed to any right, obligation or liability under these Terms by operation of law or otherwise. A User shall not share or provide a copy of, or transfer to, any person or the private key associated without notifying such person that such person shall be bound by and become a party to these Terms by virtue of thereof (or if the transferor has a reasonable belief that the transferee is aware of these Terms).
In the event that any provision of these Terms, or the application of any such provision to any person or set of circumstances, shall be determined by a court of competent jurisdiction to be invalid, unlawful, void or unenforceable to any extent: (a) the remainder of these Terms, shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law; and (b) Readl shall have the right to modify these Terms in order that the transactions contemplated hereby be consumed as originally contemplated to the fullest extent possible.
12.4 Force Majeure.
Readl shall not incur any liability or penalty for not performing any act or fulfilling any duty or obligation hereunder or in connection with the matters contemplated hereby (including any present or future law or regulation or any act of any governmental authority, any act of God or war or terrorism, any epidemic or pandemic, or the unavailability, disruption or malfunction of the Internet, the World Wide Web or any other electronic network, or blockchain, or hack, or denial-of-service), it being understood that Readl shall use commercially reasonable efforts, consistent with accepted practices in the industries in which Readl operates, as applicable, to resume performance as soon as reasonably practicable under the circumstances.
12.5 Amendments and Modifications.
These Terms may only be amended, modified, altered or supplemented by or with the written consent of Readl. Readl reserves, the right, in its sole and absolute discretion, to amend, modify, alter or supplement these Terms from time to time.
The most current version of these Terms will be posted on Readl’s website. Any changes or modifications will be effective immediately upon the modified Agreement being posted to Readl’s website. A User shall be responsible for reviewing and becoming familiar with any such modifications. A User hereby waive any right a User may have to receive specific notice of such changes or modifications. Use of the Offerings by a User after any modification of these Terms constitutes a User acceptance of the modified terms and conditions.
12.6 Entire Agreement.
These Terms constitute the entire agreement between the parties relating to the subject matter hereof and supersede all prior or contemporaneous agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.