Terms of Service

1. Eligibility and Restrictions

You must be at least 16 years old to use the Services. If you are under 18, you must have parental or guardian consent and supervision. The Services are not available to individuals or entities in any U.S.-sanctioned countries (as defined by the U.S. Department of the Treasury's Office of Foreign Assets Control, including but not limited to Cuba, Iran, North Korea, Syria, and certain regions of Ukraine) or to any person or entity on any U.S. sanctions list. You represent and warrant that you are not located in, under the control of, or a national or resident of any such prohibited jurisdiction or on any such list. We reserve the right to restrict access from any jurisdiction to comply with applicable laws, including export controls.

2. Account Registration and Security

To use the Services, you must create an account using your email address and provide accurate information (e.g., name, company details). You are responsible for maintaining the confidentiality of your account credentials, including passwords and 2FA settings. You agree to notify us immediately at support@immut.io of any unauthorized access or use. We are not liable for any loss or damage arising from your failure to safeguard your account.

Accounts are non-transferable without our prior written consent. We may suspend or terminate your account at any time, for any reason or no reason, including for suspected violations of these Terms.

3. Description of Services

The Services provide a Web2-friendly interface for IP management, including:

• Uploading supported file types (e.g., PDFs, Microsoft Office files, TXT, images) to Workspaces or Folders.
• Automatic encryption (AES-256), hashing (SHA-256), and minting as NFTs on XRPL using Decentralized Identifiers (DIDs per XLS-40).
• Hierarchical access controls (e.g., one platform-custodied wallet per Workspace, linked to admin emails).
• Sharing features (e.g., email links for External Viewers with view-only access).
• Audit logging, reporting, and data portability.
• Hybrid storage on our AWS servers (EU regions where applicable) or your owned servers.
• Enterprise features (e.g., white-labeling, multi-Company management) via separate agreements.

We custody all XRPL wallets and fund reserves (e.g., XRP for transactions). You acknowledge that blockchain interactions are automated and irreversible; we do not provide crypto wallet recovery, and you bear all risks associated with XRPL (e.g., network outages, forks, immutability errors, or NFT value fluctuations).

We may modify, suspend, or discontinue any part of the Services at any time without notice or liability.

4. Subscriptions, Billing, and Payments

The Services are provided on a subscription basis, with limits (e.g., 2 Workspaces per Company; additional chargeable). Pricing is as displayed on the Website or in your Enterprise Agreement. Subscriptions auto-renew unless canceled at least 30 days before the renewal date.

Payments are processed via Stripe or other providers. You authorize us to charge your payment method for all fees, including taxes. Late payments accrue interest at 1.5% per month or the maximum allowed by law. We may suspend access for non-payment without notice.

No refunds or credits for partial periods, unused features, or downgrades. All fees are non-refundable except as required by applicable law.

5. User Content and Licenses

You retain ownership of any IP or content you upload (“User Content”). However, by uploading User Content, you grant us a worldwide, perpetual, irrevocable, royalty-free, sublicensable license to use, store, encrypt, hash, mint as NFTs, log to XRPL, share (per your permissions), and otherwise process User Content as necessary to provide the Services (e.g., for timestamping, auditing, or transfers by Org Admins).

You represent and warrant that: (i) you have all rights to User Content and its upload does not infringe third-party rights (e.g., IP, privacy); (ii) User Content complies with all laws; and (iii) User Content contains no viruses, malware, or prohibited material (e.g., child exploitation, violent content, hacking tools, illegal weapons, controlled substances).

We are not responsible for User Content, including its accuracy, legality, or loss. You acknowledge that blockchain hashes are public and immutable; we cannot delete or alter them.

6. Prohibited Conduct

You agree not to:

• Use the Services for illegal purposes or in violation of laws (e.g., export controls, sanctions).
• Upload infringing, defamatory, or harmful User Content.
• Reverse-engineer, decompile, or interfere with the Services or XRPL integrations.
• Attempt unauthorized access, including hacking or overloading.
• Use the Services for high-risk activities (e.g., critical infrastructure, chemical/biological weapons).
• Share access credentials or resell the Services without permission.

We may monitor use and remove violating content without notice.

7. Intellectual Property

We own all rights to the Services, including code, designs, XRPL integrations, DIDs, and trademarks. You receive a limited, revocable, non-exclusive license to use the Services for your internal business purposes, subject to these Terms. No other rights are granted.

If you provide feedback, we own it without compensation.

8. Disclaimers and Limitations of Liability

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR UPTIME. WE DISCLAIM ALL WARRANTIES REGARDING ACCURACY, SECURITY, XRPL PERFORMANCE, NFT MINTING, WALLET RECOVERY, OR DATA LOSS.

IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

OUR TOTAL LIABILITY FOR ANY CLAIM ARISING FROM THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE FEES YOU PAID US IN THE 12 MONTHS PRECEDING THE CLAIM (OR $100 IF NO FEES PAID). THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION, INCLUDING CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE.

YOU ACKNOWLEDGE THE INHERENT RISKS OF BLOCKCHAIN TECHNOLOGY (E.G., IRREVERSIBLE TRANSACTIONS, NETWORK FAILURES, HACKS) AND AGREE WE HAVE NO LIABILITY FOR THEM.

9. Indemnification

You agree to indemnify, defend, and hold harmless Immut, its affiliates, officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses (including attorneys' fees) arising from: (i) your use of the Services; (ii) your User Content; (iii) your violation of these Terms or laws; or (iv) disputes related to your IP or XRPL mints.

10. Termination

We may terminate or suspend your access at any time, without notice or liability, for any reason (e.g., breach, non-payment, inactivity). Upon termination, your licenses end, and we may delete your data (subject to retention in our Privacy Policy). Sections surviving termination include Disclaimers, Limitations of Liability, Indemnification, Dispute Resolution, and Governing Law.

11. Dispute Resolution; Arbitration Agreement

PLEASE READ THIS SECTION CAREFULLY—IT AFFECTS YOUR LEGAL RIGHTS AND REQUIRES BINDING ARBITRATION FOR MOST DISPUTES INSTEAD OF COURT, WITH NO CLASS ACTIONS.

11.1 Informal Resolution

For any dispute arising from these Terms or the Services (“Dispute”), you agree to first contact us at support@immut.io and attempt to resolve it informally for at least 30 days before initiating arbitration.

11.2 Binding Arbitration

If not resolved informally, any Dispute shall be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (or Commercial Arbitration Rules if applicable), as modified by this Agreement. The FAA governs this Arbitration Agreement.

Arbitration shall be conducted by one arbitrator, with hearings by telephone, video, or in-person in the county of your billing address (or New Castle County, Delaware if none). The arbitrator's decision is final and binding, with limited review by courts.

11.3 No Class Actions

You and we agree to resolve Disputes only on an individual basis. NO CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTIONS ARE PERMITTED, EVEN IF ALLOWED BY AAA RULES. The arbitrator may award relief only to the individual party and only as warranted by that party's claim. No punitive or exemplary damages unless required by law.

11.4 Jury Trial Waiver

YOU AND WE WAIVE ANY RIGHT TO A JURY TRIAL.

11.5 Batch Arbitration

If 25 or more similar claims are filed against us, we may elect batch arbitration procedures under AAA rules, with bellwether cases to inform settlements.

11.6 Opt-Out

You may opt out of this Arbitration Agreement within 30 days of first accepting these Terms by emailing support@immut.io with your name, email, and a clear statement of opt-out. Opting out does not affect other Terms.

11.7 Exceptions

This Arbitration Agreement does not apply to small claims court actions or requests for injunctive relief related to IP infringement.

11.8 Severability

If any part of this Arbitration Agreement is unenforceable, the rest remains in effect.

12. Governing Law and Venue

These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws principles. For any non-arbitrable Disputes, you agree to exclusive jurisdiction and venue in the state or federal courts in New Castle County, Delaware.

13. DMCA Policy

We respect intellectual property rights and comply with the Digital Millennium Copyright Act (“DMCA”). If you believe content on the Services infringes your copyright, send a notice to our DMCA Agent at support@immut.io including:

• Your signature or authorized agent's.
• Description of the copyrighted work.
• Location of the infringing material.
• Your contact information.
• Statement of good faith belief and accuracy.
• Statement under penalty of perjury.

We may terminate repeat infringers. Counter-notices may be submitted similarly.

14. Changes to Terms

We may update these Terms at any time. We'll post changes on the Website and notify you via email or in-app (for material changes) at least 30 days in advance. Continued use constitutes acceptance.

15. Miscellaneous

These Terms constitute the entire agreement. If any provision is invalid, the rest remain enforceable. No waiver of any breach is a waiver of future breaches. You may not assign these Terms without our consent; we may assign them freely (e.g., in a merger). Force majeure events (e.g., acts of God, war, blockchain outages, hacks) excuse performance. Notices to us go to support@immut.io; to you via email.

For questions, contact support@immut.io.