Terms of Service

📖 1. Definitions

"RAD" or "Rarified Authenticated Deliverable" means a unique digital asset created through our rarification process, consisting of a blockchain token, permanently stored content on Arweave, Ghost Bug anti-piracy protection, and associated metadata.

"Rarification" means the process of creating a RAD, including quality assessment, permanent storage, anti-piracy protection embedding, blockchain token minting, and certificate generation.

"Creator" means any User who rarifies digital content through the Services.

"Collector" means any User who acquires RADs through purchase, transfer, or other means.

"VERAS Score" means the quality assessment score assigned to content during the rarification process, ranging from 0 to 100.

"Ghost Bug Protection" means our proprietary anti-piracy technology embedded in each RAD.

"Wallet" means a blockchain-compatible digital wallet that allows Users to interact with the Services.

"Smart Contract" means self-executing code deployed on a blockchain that governs RAD creation, ownership, and transfer.

👤 2. Eligibility and Account Registration

2.1 Age Requirement

You must be at least eighteen (18) years of age, or the age of legal majority in your jurisdiction (whichever is greater), to use the Services. By using the Services, you represent and warrant that you meet this age requirement.

2.2 Account Registration

To access certain features of the Services, you must connect a compatible blockchain Wallet. By connecting your Wallet, you represent and warrant that:

• You are the lawful owner of the Wallet or have authorization to use it;
• You will maintain the security of your Wallet credentials and private keys;
• You accept all responsibility for any activity that occurs through your Wallet in connection with the Services;
• You will not share your Wallet credentials with any third party.

2.3 Identity Verification

We may require identity verification ("KYC") for certain activities, including but not limited to:

• Transactions exceeding specified value thresholds;
• Creator verification for enhanced marketplace features;
• Withdrawal of funds exceeding specified limits;
• Compliance with applicable laws and regulations.

You agree to provide accurate, current, and complete information during any verification process and to update such information as necessary.

2.4 Prohibited Users

You may not use the Services if:

• You are located in, or a citizen or resident of, any jurisdiction subject to comprehensive sanctions by the United States, including but not limited to Cuba, Iran, North Korea, Syria, or the Crimea region;
• You are listed on any U.S. government list of prohibited or restricted parties, including the Treasury Department's list of Specially Designated Nationals;
• You have previously been suspended or removed from the Services;
• Your use would violate any applicable law or regulation.

🔮 3. RAD Creation and Rarification

3.1 Rarification Process

When you submit content for rarification, you initiate the following process:

• Quality Assessment: Your content is evaluated by our VERAS system, which generates a quality score based on technical validation, originality assessment, and other factors;
• Pricing: Based on file size, quality score, and other factors, you will be presented with the total cost before any charges are incurred (Two-Stage Pricing);
• Payment: Upon your confirmation, payment is processed;
• Processing: Your content is embedded with Ghost Bug protection, uploaded to Arweave for permanent storage, and a blockchain token is minted;
• Completion: You receive your RAD, Certificate of Authenticity, and verification page.

3.2 Creator Representations and Warranties

By submitting content for rarification, you represent and warrant that:

• You are the original creator of the content, or you have obtained all necessary rights, licenses, and permissions to rarify the content;
• The content does not infringe any copyright, trademark, patent, trade secret, or other intellectual property right of any third party;
• The content does not violate any applicable law, regulation, or third-party right;
• The content does not contain any material that is defamatory, obscene, pornographic (unless permitted on the applicable platform), threatening, harassing, or otherwise objectionable;
• You have the right to grant the licenses set forth in these Terms;
• All information you provide during the rarification process, including AI disclosure, is accurate and complete.

3.3 AI Disclosure Requirement

3.4 License Grant to SPHERING³

By rarifying content through the Services, you grant SPHERING³ a worldwide, non-exclusive, royalty-free license to:

• Host, store, cache, and display your content in connection with the Services;
• Create and distribute promotional materials featuring your content;
• Sublicense these rights to service providers necessary for operating the Services;
• Use your content for platform improvement and quality assessment purposes.

This license continues for as long as your RAD exists on the blockchain, subject to DMCA takedown procedures.

3.5 Fees and Pricing

🛒 4. Marketplace Transactions

4.1 Listing RADs for Sale

When you list a RAD for sale, you:

• Authorize the marketplace smart contract to transfer your RAD upon successful sale;
• Represent that you have full authority to sell the RAD;
• Agree to the distribution of proceeds as specified (seller proceeds, platform fee, creator royalties);
• Acknowledge that listings are public and visible to all Users.

4.2 Purchasing RADs

When you purchase a RAD:

• You agree to pay the listed price plus any applicable fees;
• You understand that blockchain transactions are irreversible;
• You acknowledge that you are purchasing the RAD from the seller, not from SPHERING³;
• You accept the RAD "as is" subject to the representations made by the seller and the information displayed on the platform.

4.3 Offers

• Offers require escrowing the offer amount in the marketplace smart contract;
• Offers may be accepted, rejected, or allowed to expire by sellers;
• If an offer is rejected, cancelled, or expires, escrowed funds are returned to the buyer;
• Acceptance of an offer constitutes a binding transaction.

4.4 Royalties

• Creator royalties are set at the time of rarification and cannot be changed;
• Royalties are automatically distributed through smart contracts upon secondary sales;
• Platform fees are separate from and in addition to creator royalties;
• The combined platform fee and creator royalty cannot exceed 12.5% of the sale price.

4.5 Taxes

You are solely responsible for determining and paying any taxes applicable to your transactions through the Services, including but not limited to income taxes, capital gains taxes, VAT, GST, and sales taxes. SPHERING³ may be required to report certain transaction information to tax authorities.

🔒 5. Intellectual Property Rights

5.1 Ownership of Content

Rarifying content as a RAD does not transfer copyright or other intellectual property rights. The Creator retains ownership of the underlying intellectual property unless explicitly transferred through a separate agreement.

5.2 Rights Acquired by Collectors

Unless otherwise specified in the RAD metadata or a separate agreement:

• Collectors acquire ownership of the specific RAD token;
• Collectors receive a non-exclusive license to display the content for personal, non-commercial purposes;
• Collectors do not acquire reproduction, distribution, or commercial use rights;
• Collectors may resell the RAD, which transfers the display license to the new owner.

5.3 Platform Intellectual Property

The Services, including all software, designs, text, images, and other content provided by SPHERING³ (excluding User content), are owned by or licensed to SPHERING³ and are protected by intellectual property laws. You may not copy, modify, distribute, sell, or lease any part of the Services without our prior written consent.

5.4 Trademarks

"Thorium," "StoryHub," "RAD," "Rarified Authenticated Deliverable," "Ghost Bug," "VERAS," "MintIt," "Remanifestation," and related logos and marks are trademarks of SPHERING³ LLC. You may not use these marks without our prior written permission.

🚫 6. Prohibited Conduct

6.1 You agree not to:

• Rarify content that you do not own or have rights to;
• Rarify content that infringes any third-party intellectual property rights;
• Rarify content that is illegal, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable;
• Rarify content depicting minors in sexual or exploitative situations;
• Engage in wash trading, market manipulation, or other deceptive practices;
• Use the Services to launder money or finance terrorism;
• Circumvent or attempt to circumvent any security measures, including Ghost Bug protection;
• Interfere with or disrupt the Services or servers or networks connected to the Services;
• Use any automated means to access the Services without our express written permission;
• Impersonate any person or entity or falsely state or misrepresent your affiliation with a person or entity;
• Engage in any activity that could damage, disable, overburden, or impair the Services;
• Attempt to gain unauthorized access to any portion of the Services or any other systems or networks;
• Use the Services for any illegal purpose or in violation of any applicable laws.

6.2 Consequences of Violations

Violations of these Terms may result in:

• Warning or notice of violation;
• Removal of content from the platform interface;
• Temporary or permanent suspension of your account;
• Forfeiture of pending payments;
• Civil or criminal liability;
• Reporting to law enforcement authorities.

⚠️ 7. Disclaimers

SPHERING³ DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
• WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT;
• WARRANTIES THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE;
• WARRANTIES REGARDING THE VALUE, AUTHENTICITY, OR QUALITY OF ANY RAD.

7.1 Third-Party Content

The Services may contain links to third-party websites or content. SPHERING³ does not control and is not responsible for any third-party content or websites.

7.2 Blockchain Risks

You acknowledge and accept the inherent risks of blockchain technology, including but not limited to:

• Volatility in the value of digital assets;
• Regulatory uncertainty;
• Smart contract bugs or vulnerabilities;
• Network congestion and transaction delays;
• Irreversibility of blockchain transactions.

⚖️ 8. Limitation of Liability

This includes damages for lost profits, lost data, loss of goodwill, service interruption, computer damage, system failure, or the cost of substitute services arising out of or in connection with these Terms or the use or inability to use the Services.

TOTAL LIABILITY: SPHERING³'s total liability for any claims arising under these Terms shall not exceed the greater of (a) the amounts you paid to SPHERING³ in the twelve (12) months preceding the claim, or (b) one hundred dollars ($100).

🛡️ 9. Indemnification

You agree to indemnify, defend, and hold harmless SPHERING³ and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:

• Your use of the Services;
• Your content or RADs;
• Your violation of these Terms;
• Your violation of any rights of any third party;
• Any dispute between you and any third party.

⚖️ 10. Dispute Resolution

10.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions.

10.2 Arbitration Agreement

You and SPHERING³ agree that any dispute arising out of or relating to these Terms or the Services shall be resolved through binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules.

10.3 Class Action Waiver

YOU AND SPHERING³ AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

10.4 Exceptions

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent the actual or threatened infringement of intellectual property rights.

🔚 11. Termination

11.1 Termination by You

You may terminate your use of the Services at any time by disconnecting your Wallet and ceasing to use the Services.

11.2 Termination by SPHERING³

We may suspend or terminate your access to the Services at any time, with or without cause, with or without notice.

11.3 Effect of Termination

• Your RADs will continue to exist on the blockchain;
• Your content stored on Arweave will remain permanently accessible;
• You will lose access to platform features and your account;
• Pending transactions may be cancelled;
• Sections that by their nature should survive termination shall survive.

📝 12. General Provisions

12.1 Entire Agreement

These Terms, together with our Privacy Policy, Creator Agreement (if applicable), and any other agreements incorporated by reference, constitute the entire agreement between you and SPHERING³ regarding the Services.

12.2 Modifications

We may modify these Terms at any time by posting the revised Terms on the Services. Your continued use of the Services after any such changes constitutes your acceptance of the new Terms.

12.3 Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.

12.4 Waiver

The failure of SPHERING³ to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

12.5 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign our rights and obligations under these Terms without restriction.

12.6 Force Majeure

SPHERING³ shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control.

12.7 Notices

We may provide notices to you via email, posting on the Services, or other reasonable means. You may provide notices to us at legal@sphering3.com.