Terms of Service

Welcome to Kudos. These Terms of Service ("Terms") constitute a legally binding agreement between you ("you," "your," or "User") and Kudos ("we," "us," "our," or "Company") governing your access to and use of the Kudos website at kudosonbase.com, and all related services, features, and content (collectively, the "Service").

By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Service.

We may modify these Terms at any time. We will provide notice of material changes by updating the "Last updated" date and, where appropriate, notifying you via email or through the Service. Your continued use of the Service after such changes constitutes acceptance of the modified Terms.

Please also review our Privacy Policy, which describes how we collect, use, and share your personal data.

To use the Service, you must:

• Be at least 18 years of age (or the age of majority in your jurisdiction)
• Have the legal capacity to enter into a binding agreement
• Not be prohibited from using the Service under applicable laws
• Not have been previously suspended or removed from the Service
• Comply with all applicable laws and regulations, including those related to cryptocurrency and digital assets

If you are using the Service on behalf of an organization, you represent that you have authority to bind that organization to these Terms, and "you" refers to both you individually and the organization.

3.1 Account Creation

You may create an account by connecting a compatible blockchain wallet (e.g., Coinbase Wallet, MetaMask) or by signing up with an email address. You agree to provide accurate and complete information and to keep this information updated.

3.2 Wallet Security

You are solely responsible for maintaining the security of your wallet, including your private keys, seed phrases, and any passwords. We do not have access to your private keys or seed phrases and cannot recover them if lost. Any transactions initiated from your wallet are your responsibility.

3.3 Account Security

• Keep your account credentials confidential
• Notify us immediately of any unauthorized access or security breach at security@kudosonbase.com
• You are responsible for all activities that occur under your account
• We reserve the right to suspend accounts that appear compromised

4.1 Service Description

Kudos is a platform that enables users to create, mint, distribute, and collect non-fungible tokens (NFTs) on the Base blockchain network. Features include:

• NFT collection creation and minting
• Launchpad for scheduled public drops
• Airdrop and distribution tools
• User profiles and collections display
• Creator dashboard and analytics

4.2 Service Modifications

We reserve the right to modify, suspend, or discontinue any part of the Service at any time, with or without notice. We are not liable to you or any third party for any modification, suspension, or discontinuation of the Service.

4.3 Service Availability

We do not guarantee that the Service will be available at all times or without interruption. Downtime may occur due to maintenance, updates, network issues, or circumstances beyond our control.

5.1 Nature of NFTs

NFTs are digital assets recorded on the Base blockchain. When you mint or purchase an NFT through the Service:

• The NFT is recorded on a public, decentralized blockchain
• Transactions are permanent and cannot be reversed
• The NFT represents ownership of a token, not necessarily the underlying content or intellectual property
• Associated media may be stored on decentralized storage (e.g., Arweave) or traditional servers

5.2 Blockchain Risks

You acknowledge and accept the risks associated with blockchain technology:

• Transactions are irreversible once confirmed
• Network congestion may delay transactions
• Gas fees are required for blockchain transactions and may fluctuate
• Smart contract vulnerabilities may exist
• Regulatory changes may affect NFT ownership or trading
• The value of NFTs and cryptocurrency is volatile and may decrease to zero

5.3 No Investment Advice

Nothing on the Service constitutes financial, investment, legal, or tax advice. NFTs should not be purchased as investments. You are solely responsible for evaluating any NFT before purchase.

6.1 Service Fees

• A flat $5 USD service fee applies to each mint operation, regardless of quantity
• Creators may set their own mint prices for their collections
• All fees are displayed before you confirm a transaction

6.2 Gas Fees

• Blockchain transactions require gas fees paid to network validators
• Creators may choose to sponsor gas fees for their drops
• If not sponsored, minters are responsible for gas fees
• Gas fees are not collected by us and are non-refundable

6.3 Refund Policy

All fees and payments are final and non-refundable, except where required by applicable law. Due to the nature of blockchain transactions, we cannot reverse or refund completed transactions.

6.4 Taxes

You are solely responsible for determining and paying any taxes applicable to your transactions, including income tax, capital gains tax, VAT, or other taxes. We do not provide tax advice.

7.1 Your Content

"User Content" means any content you upload, submit, or make available through the Service, including images, text, metadata, and NFT-related materials. You retain ownership of your User Content.

7.2 License Grant

By uploading User Content, you grant us a worldwide, non-exclusive, royalty-free, sublicensable license to use, reproduce, modify, display, and distribute your User Content solely for the purpose of operating and promoting the Service. This license continues even after you stop using the Service, to the extent your Content has been incorporated into blockchain records or distributed to other users.

7.3 Content Requirements

You represent and warrant that your User Content:

• Is original or you have all necessary rights and permissions to use it
• Does not infringe any third-party intellectual property rights
• Does not violate any applicable laws or regulations
• Does not contain malware, viruses, or harmful code
• Complies with our Content Guidelines (Section 8)

7.4 Content Moderation

We reserve the right, but are not obligated, to review, remove, or disable access to any User Content at our sole discretion, without notice, for any reason, including content we believe violates these Terms or is otherwise objectionable.

You agree not to:

• Violate any applicable law, regulation, or third-party rights
• Upload content that is illegal, defamatory, harassing, hateful, violent, sexually explicit, or otherwise objectionable
• Infringe intellectual property rights (copyright, trademark, etc.)
• Engage in fraud, money laundering, or other financial crimes
• Manipulate markets, engage in wash trading, or artificially inflate NFT prices
• Use bots, scrapers, or automated tools without authorization
• Attempt to gain unauthorized access to the Service or other users' accounts
• Interfere with or disrupt the Service or servers
• Circumvent security features or access controls
• Impersonate others or misrepresent your affiliation
• Distribute spam, phishing attempts, or malware
• Use the Service for any illegal purpose

Violation of this section may result in immediate account suspension or termination and may be reported to law enforcement authorities.

9.1 Our Intellectual Property

The Service, including its design, features, code, text, graphics, logos, and other materials (excluding User Content), is owned by us or our licensors and is protected by copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, or create derivative works without our prior written consent.

9.2 Trademarks

"Kudos" and our logos are trademarks of Kudos. You may not use our trademarks without prior written permission.

9.3 Copyright Infringement (DMCA)

If you believe content on the Service infringes your copyright, please send a notice to legal@kudosonbase.com containing:

• Identification of the copyrighted work
• Identification of the allegedly infringing material and its location
• Your contact information
• A statement that you have a good faith belief the use is unauthorized
• A statement under penalty of perjury that the information is accurate
• Your physical or electronic signature

The Service integrates with third-party services, including:

• Blockchain networks (Base/Ethereum)
• Wallet providers (Coinbase, MetaMask, etc.)
• NFT infrastructure (Crossmint)
• Storage providers (Arweave, AWS)

Your use of third-party services is subject to their respective terms and privacy policies. We are not responsible for the availability, accuracy, or content of third-party services, and do not endorse them.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

To the fullest extent permitted by law, we disclaim all warranties, including:

• Implied warranties of merchantability, fitness for a particular purpose, and non-infringement
• Warranties that the Service will be uninterrupted, error-free, secure, or free of viruses
• Warranties regarding the accuracy, reliability, or completeness of any content
• Warranties regarding the value, authenticity, or legitimacy of any NFT

You use the Service at your own risk. We do not control the Base network or other blockchain networks and are not responsible for their operation or any losses resulting from network issues.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL KUDOS, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES.

This limitation applies to damages arising from:

• Use or inability to use the Service
• Any transactions or NFTs on the Service
• Unauthorized access to or alteration of your data
• Conduct of third parties on the Service
• Any other matter relating to the Service

Our total liability for any claims arising from or related to these Terms or the Service shall not exceed the greater of (a) the amount you paid to us in the 12 months preceding the claim, or (b) $100 USD.

Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability. In such jurisdictions, our liability is limited to the maximum extent permitted by law.

You agree to indemnify, defend, and hold harmless Kudos and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Your use of the Service
• Your User Content
• Your violation of these Terms
• Your violation of any third-party rights
• Your violation of any applicable laws

14.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law principles.

14.2 Informal Resolution

Before initiating any formal dispute resolution, you agree to contact us at legal@kudosonbase.com and attempt to resolve the dispute informally for at least 30 days.

14.3 Arbitration Agreement

Any dispute, controversy, or claim arising out of or relating to these Terms shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted in English, and the seat of arbitration shall be Wilmington, Delaware.

CLASS ACTION WAIVER: You agree that any arbitration or proceeding shall be limited to the dispute between us and you individually. You waive any right to participate in a class action lawsuit or class-wide arbitration.

14.4 Exceptions

Notwithstanding the above, either party may seek injunctive or other equitable relief in any court of competent jurisdiction for claims relating to intellectual property infringement or unauthorized access to the Service.

14.5 EU/UK Users

If you are a consumer in the EU or UK, you retain any mandatory consumer protection rights under applicable law. You may bring proceedings in the courts of your country of residence.

15.1 Termination by You

You may stop using the Service at any time. To delete your account, contact support@kudosonbase.com. Note that blockchain data (NFTs, transactions) cannot be deleted.

15.2 Termination by Us

We may suspend or terminate your access to the Service at any time, with or without cause, with or without notice. Reasons for termination may include:

• Violation of these Terms
• Conduct harmful to other users, us, or third parties
• Fraudulent or illegal activity
• Extended periods of inactivity
• Business or legal reasons

15.3 Effect of Termination

Upon termination, your right to use the Service ceases immediately. The following sections survive termination: Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution, and General Provisions.

16.1 Entire Agreement

These Terms, together with the Privacy Policy, constitute the entire agreement between you and us regarding the Service and supersede all prior agreements.

16.2 Severability

If any provision of these Terms is found unenforceable, the remaining provisions will remain in full force and effect.

16.3 Waiver

Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

16.4 Assignment

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

16.5 Force Majeure

We are not liable for any failure or delay due to circumstances beyond our reasonable control, including natural disasters, war, terrorism, pandemics, or blockchain network issues.

16.6 Notices

We may provide notices to you via email, posting on the Service, or other reasonable means. You may contact us using the information in the Contact section.

For questions about these Terms:

• General Inquiries: support@kudosonbase.com
• Legal Matters: legal@kudosonbase.com
• Security Issues: security@kudosonbase.com
• Website: kudosonbase.com