Terms of Service

Updated: Nov 2nd, 2022

Audacious, Ltd. ("Audacious", "we", "us", or "our") and affiliated brand RockPotatoLabs ("RockPotato", "RockPotatoLabs") provides services (described below) and related content to you through our website(s) located at audacious.art (the "Site"). All access and use of the Service is subject to the terms and conditions contained in these Terms of Service (the "Terms of Service"). By accessing, browsing, or otherwise using the Site, or any other aspect of the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. If you do not accept the terms and conditions of these Terms of Service, you will not access, browse, or otherwise use the Site or related products provided by us.

We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time with effective date posted in these Terms of Service section above. You may read a current, effective copy of these Terms of Service by visiting the "Terms of Service" link on the Site. We will also notify you of any material changes, either through the Service user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the Service after the date on which changes were posted constitutes your acceptance of the new Terms of Service. Please visit this page periodically to review the current Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future Terms of Service, you should not access, browse, or use the Service.

THESE TERMS OF SERVICE SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE. BY ACCESSING OR USING THE SITE, YOU ARE ACCEPTING THESE TERMS OF USE (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS OF USE (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS OF USE, DO NOT ACCESS AND/OR USE THE SITE.

1. Description of the Services

Audacious provides a platform that helps connect, collaborate, and conduct payments from clients who wish to purchase designs ("Clients") from creative artists ("Artists") who wish to provide such design services either through means of Design Contests created via the platform or individual 1-on-1 projects between artists and clients. Platform users require to register with Audacious by providing relevant information in order to showcase their art, participate, or host design contests as well as use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Service's registration process. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 13 years of age, you are not authorized to use the Service, with or without registering. In addition, if you are under 18 years old, you may use the Service, with or without registering, only with the approval of your parent or guardian.

Modifications to Service: Audacious reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Audacious will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

2. Service Contract between Artists and Clients

You acknowledge and agree that a legally binding contract with another User (the "Service Agreement") is formed when Artist and the Client agree on the terms of services provided by the artists or terms of deliverable content requested by the client, or both. The terms of the Service Agreement include the terms set forth in this section, the engagement terms proposed and accepted on Audacious platform, and any other contractual terms accepted by both the Artist and their Client to the extent such terms do not conflict with the terms in this Agreement, including this Section 3, and do not expand Audacious platform's obligations or restrict Audacious platform's rights under this Agreement. Audacious is not a party to any Service Agreement and the formation of an Service Agreement will not, under any circumstances, create an employment or other service relationship between Audacious and platfrom users. Users do not have authority to enter into written or oral — whether implied or express — contracts on behalf of Audacious platform. Audacious platform's role, beyond enabling connections between Artists and Clients via it's web-based communications platform, is to act as a limited escrow payment collection agent for both parties to facilitate payment for services on behalf of the Client through the Audaciuous platform. In acting as the limited escrow payment collection agent, Audacious assumes no liability or responsibility for any acts or omissions of the users, either within or outside of the Audcaious Platform.

3. Escrow payments and platform usage costs

In order to participate as an Artist or Client on a platform, you must register on the platform by the means of provided third-party providers such as Twitter. The payments between artists and clients are facilitated through use of blockchain technologies and electronic wallet connected to Solana network. To engage in Service Agreements between two parties (Artist and Clients) you must connect to a browser extension that facilitates an electronic wallet which allows you to purchase, store, and engage in transactions using SOL and SPL cryptocurrency. All Transactions on Audacious are in SOL and SPL.

Fees: Audacious charges fees for posting contests or entering into Service Agreement on Audacious platform with artists payable by the client. The fees are broken down into various packages available on the platform during the creation of the contest, project, or escrow payment functionality provided by the Platform. You agree and understand that all fees are transferred, processed, or initiated directly through one or more of the Programs on the Solana blockchain network.

Escrow payment system: Audacious provides escrow payment system by acting as an interface for communication between the platform and Solana programs that process payments in a form of transaction as part of multi-signature wallet frameworks. The escrow payment system provided by the platform acts as multi-signature wallet between artist, clients, and Audacious platform where transactions are approved based on the proposal from either party depending the outcome of the Service Agreement between the artist and the client. In case of dispute, Audacious platform's wallet used in multi-signature contracts is used as a mediator entity to resolve conflicts between artists and clients to the extend outlined in Terms of Service and Service Agreement description between the two parties.

Gas fees: All transactions on the Service, including payments and use of escrow system are facilitated by Programs existing on the Solana network. The Solana network requires the payment of a transaction fee (a “Gas Fee”) for every transaction that occurs on the Solana network, and thus every transaction occurring on the Service. The value of the Gas Fee changes, often unpredictably, and is entirely outside of the control of Audacious.

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 Service (including, without limitation, any taxes that may become payable as the result of your ownership, transfer, purchase, sale, or creation of any design or artwork).

4. User Content

“User Content” means any and all information and content that a User submits to, or uses with, the Site or Services. User Content includes portfolio art, design contcepts, contest art, and information surrounding the Users works. You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable.

Restrictions: You agree not to use the Site or Services to: (a) use the Platform for any unauthorized or illegal purpose, including but not limited to posting or performing a job in violation of local, state, provincial, national, or international law. (b) post or upload any content which you have not obtained the necessary rights and permissions to use accordingly, (c) use a robot, spider, manual, meta tag, "hidden text," agent, robot, script, and/or automatic processes or devices to data-mine, data-crawl, scrape, collect, mine, republish, redistribute, transmit, sell, license, download, manage or index the Platform, or the electronic addresses or personal information of others, in any manner, (d) hack or interfere with the Platform, its servers or any connected networks, (e) adapt, alter, license, sublicense or translate the Platform for your own personal or commercial use, (f) upload content to the Platform that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals, (g) upload content that provides materials or access to materials that exploit people in an abusive, violent or sexual manner.