Web3 Talent by Obsidian

Welcome to Web3 Talent by Obsidian

The following terms and conditions of the offered service (the "Terms and Conditions"), govern your access to and use of the Web3 Talent by Obsidian webpage, including any content, functionality and services offered on or through www.theobsidiancouncil.com/... (the "Platform") by the House of Obsidian LLC, hereinafter collectively referred hereto as "Obsidian", "we" or "us". Users of the Platform will be referred to as “you” or “user(s)”.

Please read the Terms and Conditions carefully before you start using the Platform. By using the Platform, you accept and agree, on behalf of yourself or on behalf of your project or any other entity (if applicable), to be bound and abide by these Terms and Conditions. You further acknowledge, you have read and understood our Privacy Policy, found here. 

This Platform is offered and available to users who are at least 18 years of age and of legal age to form a binding contract. By using the Platform, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Platform.

The original language of these Terms and Conditions, as well as of all other texts present on the Platform, is English. In case of conflicts between the original English version and any translation provided by you or us, the English version shall prevail.

If you do not want to agree to these Terms and Conditions or the Privacy Policy, you must not access or use the Platform. For more detailed policies surrounding the activity and usage on the Platform, please access the designated articles herein.

You understand and agree that if you use the Platform after the date on which the Terms and Conditions have changed, we will treat your use as acceptance of the updated Terms and Conditions.

A. DEFINITIONS

1. Buyers: users who purchase services through the Platform.
2. Sellers: users who offer services through the Platform.
3. Services: any service that is offered by a Seller on the Platform.
4. Service Agreement: the formal agreement between Buyers and Sellers after they decide to order a Service through the Platform.
5. Review: the reviews posted by the Buyers in relation to the Service offered by the Seller after completion of a Service.
6. Platform: the online Web3 Talent by Obsidian interface through which Buyers and Sellers will interact to order Services.
7. Onboarding process: the Know-Your-Customer process offered free of charge by Obsidian, which all prospective Sellers need to complete before being able to be listed on the Platform.

B. BUYERS

Buyers agree that any Services that are offered and/or promoted on the Platform can only be ordered through use of the Platform.

Buyers may not offer any form of direct payments, whether for example expressed in cryptocurrency, NFTs or legal tender, using payments systems outside of the methods specified in these Terms and Conditions. In case you have been asked to use an alternative payment method by the Seller, a third party or individuals that claim to act on behalf of Obsidian, please report it to Customer Support directly. Obsidian is not responsible for lost funds that occur as a result of using alternative payment methods outside of the confines of the Platform.

Buyers agree that they will refrain from using the Platform for the sole purpose of attempting to circumvent the use of the Platform, such as setting up Orders outside of the scope of the Platform or attempting to execute payment via alternative channels that are not advertised by Obsidian.

Buyers will have the option to provide reviews for the Services of the Buyers. These reviews will be visible to the general public and should contain an honest and accurate representation of the rendered Services. In writing these reviews, Buyers may not disclose any personal information of the Sellers and must at all times adhere to the rules on User Conduct, as specified in the ‘User Conduct’ section below.

C. SELLERS

Sellers agree that in order to be able to offer Services on the Platform, they must successfully complete the onboarding process. Obsidian reserves the right to withhold the listing of Sellers on its Platform if the Sellers fail to complete the onboarding process or do not meet the current market standards. For this onboarding process, Sellers will be subject to the Verified by Obsidian KYC process, which will be offered free of charge and for which a separate agreement (KYC Agreement) will be provided prior to onboarding.

Sellers may not directly post or promote their Services on the Platform and agree that Obsidian has the sole right to post, promote and remove the Services of Sellers on the Platform.

Sellers must fulfil their Services and refrain from cancelling them on a regular basis or without cause. If Sellers repeatedly fail to deliver their Services, Obsidian may remove them temporarily or permanently from the Platform.

Sellers are required to meet the delivery time as specified in the Service Agreements. Failure to do so may, depending on the specific circumstances, impact the performance review by Obsidian and/or the Buyer of the Seller.

Sellers agree that for every successfully completed Service, they are accredited with a revenue totalling 80% of the purchase amount, as specified in the ‘Service Provision’ section of the Service Agreement between the Buyer and Seller.

Sellers agree that their Services are subject to Reviews by Buyers, which will be publicly displayed on the Platform.

D. SERVICES

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When a Buyers wishes to order a Service, he/she will submit a request via the Platform. Obsidian will then match the request to the corresponding Seller and allow the users to formalize the Service via a separate Service Agreement detailing the price, delivery time and specifics of the required Service. Users will at all times remain subject to these Terms and Conditions until delivery and payment of the Service.

In order to protect the privacy of our users, all identities are kept anonymous. In addition, requesting us or third parties to provide email addresses, social media user names, telephone numbers, (first) names or any other personal contact details in order to establish direct contact outside of the Platform is strictly prohibited.

The exchange of personal or identifiable information, where applicable, may only be exchanged between the users with their strict consent and when necessary for the execution of the Service.

Obsidian is not responsible for the content, quality or the level of service provided by the Sellers (irrespective of their review rating). We provide no warranty with respect to their Services, their delivery and any communications between Buyers and Sellers. We encourage users to take advantage of our review system, our community and common sense in choosing appropriate Services.

Users agree that Obsidian retains its status as an intermediary platform and is not directly involved in or responsible for the delivery or quality of the Service, nor for timely payment for the rendered Services.

E. REVIEWS

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Buyers have the right to submit reviews of the Services that are delivered by the Sellers. We fully reserve the right to review the contents of these reviews prior to posting them to the general public in order to make sure that they do not contain any content that would be contrary to any of the policies set out in these Terms and Conditions.

Buyers may not include any personal information in these reviews that in any shape or form may disclose the identity of the Seller, nor use any language that is in contradiction to the ‘User Conduct’ section of these Terms and Conditions.

Reviews that are approved by Obsidian will be publicly linked to the profile of the advertised Sellers on the Platform. They do not constitute an official position of Obsidian but solely serve the purpose of providing the public with a peer review.

F. TRANSFER OF RIGHTS
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After completing a Service and upon delivery of the Service, unless clearly stated otherwise by the users in their Service Agreement, and subject to payment, the Buyer is granted ownership of all intellectual property rights (such as copyright) embedded in the delivered work of the Seller, who waives any moral rights therein. This also includes express assignment to the Buyer of the copyright in the work if the Seller agrees to assign the copyright on an exclusive basis to the Buyer.

The users agree that any transfer and assignment of such intellectual property rights is wholly subject to the full payment of the Services and that any use of the delivered Service is not permitted if the payment by the Buyer is not executed.

G. SOURCE OF FUNDS

Buyers hereby agree, represent, and warrant that all funds used to execute payment for the Services of the Sellers are not knowingly the direct or indirect proceeds of any criminal or fraudulent activity.

H. DISPUTES AND CANCELLATIONS

We highly encourage Buyers and Sellers to attempt to settle any disputes, regardless of their nature, amongst themselves. Should these users not be able to reach an agreement, they may contact the Customer Support service for further assistance.

Users agree and understand that any controversy, claim, or dispute against Obsidian, arising out of or relating to these Terms and Conditions or the breach thereof shall be settled solely and exclusively by binding arbitration held in the State of Tennessee administered by JAMS and conducted in English, rather than in court. 

Users expressly agree that any dispute about the scope of these Terms and Conditions to arbitrate and/or the arbitrability of any particular dispute shall be resolved in arbitration in accordance with this section. In the event that you threaten to litigate a dispute in court, we may institute arbitration to enjoin you from filing a complaint or petition in court. Users expressly agree that an arbitrator may issue all appropriate declaratory and injunctive relief necessary to ensure the arbitration of disputes. 

Users agree to keep any arbitration strictly confidential.

Users agree that the arbitrator shall have the authority to order any remedies, legal or equitable, which a party could obtain from a court of competent jurisdiction based on the claims asserted, and nothing more. The arbitrator shall not award punitive or exemplary damages to either party.

Users agree that any such arbitration shall be conducted in accordance with the then prevailing JAMS Streamlined Arbitration Rules & Procedures (the “Rules”), with the following exceptions to such Rules if in conflict:

• Any arbitration must be commenced within one year after the claim or cause of action arises;
• The arbitration shall be conducted by one neutral arbitrator;
• You agree that service of a demand for arbitration via Written Notice constitutes sufficient written notice of the Demand for Arbitration;
• Arbitration may proceed in the absence of any party if that party has been given Written Notice of the arbitration, as specified in these Terms and Conditions and/or the Rules; and
• Each side agrees to bear its own attorney’s fees, costs, and expenses.

Users agree that, wherever practicable, we will seek to appoint a fair representation of diverse arbitrators (considering gender, ethnicity and sexual orientation), and will request administering institutions to include a fair representation of diverse candidates on their rosters and list of potential arbitrator appointees.

Users agree to abide by all decisions and awards rendered in such proceedings and you agree that such decisions and awards rendered by the arbitrator shall be final and conclusive. To the extent you seek emergency relief in connection with any controversy, claim, or dispute arising out of or relating to these Terms and Conditions or the breach thereof, you agree that the “Emergency Relief Procedures'' provision of the Rules, currently Rule 2(c), shall govern. Users agree and understand that these Terms and Conditions restricts them from seeking emergency relief from any court, including without limitation temporary restraining orders and/or preliminary injunctions, and agree that, to the extent they breach these Terms and Conditions by seeking such relief from a court, they shall be responsible for paying the Obsidian’s attorneys’ fees in opposing such relief, and the arbitrator shall render an award of such attorneys’ fees at the earliest possible time after such fees are incurred. Notwithstanding the foregoing obligation to settle disputes through arbitration, users or we may assert claims, if they qualify, in small claims court in Washington County or any United States county where the users live.

Users agree that they or we may, without inconsistency with this arbitration provision, apply to any court for an order enforcing the arbitral award. Users irrevocably and unconditionally agree to waive any objection that they may now or hereafter have to the laying of venue of any action or proceeding relating to the enforcement of the arbitral award in the federal or state courts located in the State of Tennessee or any United States county where the users live.

Users agree that all such controversies, claims, or disputes shall be settled in this manner in lieu of any action at law or equity.

IF FOR ANY REASON THIS ARBITRATION CLAUSE BECOMES NOT APPLICABLE OR FOR ANY OTHER REASON LITIGATION PROCEEDS IN COURT THEN THE USERS AGREE THAT THEY AND WE:

• TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS, HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR ANY OTHER MATTER INVOLVING US HERETO, AND
• SUBMIT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE FEDERAL OR STATE COURTS LOCATED IN WASHINGTON COUNTY, TENNESSEE AND USERS AGREE NOT TO INSTITUTE ANY SUCH ACTION OR PROCEEDING IN ANY OTHER COURT IN ANY OTHER JURISDICTION.

Users agree to arbitrate solely on an individual basis and agree and understand that these Terms and Conditions do not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. The arbitral tribunal may not consolidate more than one person/entity’s claims and may not otherwise preside over any form of a representative or class proceeding. In the event the prohibition on class arbitration is deemed invalid or unenforceable, then Users agree and understand that the remaining portions of these arbitration provisions in these Terms and Conditions will remain in full force and effect.

Users agree that this section of the Terms and Conditions has been included to rapidly and inexpensively resolve any disputes with respect to the matters described herein, and that this section shall be grounds for dismissal of any court action commenced by Users with respect to a dispute arising out of such matters.

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I. USER CONDUCT

The use of the Platform and its affiliated services is open to all eligible persons. All discrimination on the basis of gender, race, age, religious affiliation, sexual orientation or otherwise is strictly against our policy and may result in the suspension or removal of access to our services.

Any abusive, rude, violent or improper language use is not tolerated in the communication between users or as part of Reviews submitted by Buyers and may result in the suspension or removal of access to our services.

Users may not, directly or through a third party, submit or attempt to submit proposals to users, through the use of the Platform, in order to perform Services or conclude payment for such Services outside of the confines of the Platform.

J. CONFIDENTIALITY

Users agree that there might be a need to disclose confidential information for the purpose of delivering the Services, as well as the need to protect such confidential information from any unauthorized use.

Therefore, users agree that any information they may receive from each other are highly sensitive and classified topics. Users therefore expressly agree to treat any such information with strict confidence, only use the information for the strict purposes of delivering the Services, not disclose the information to third parties and not copy or reproduce any confidential information without the express consent of the counterparty.

K. DISCLAIMER OF WARRANTIES

For the avoidance of doubt, Obsidian is at no point during the provision of its services, giving legal advice or other professional advice through the services it provides. 

THE SERVICES THAT OBSIDIAN PROVIDES ARE PROVIDED TO YOU ON A STRICTLY “AS IS,” “WHERE IS,” AND “WHERE AVAILABLE” BASIS. OBSIDIAN DOES NOT REPRESENT OR WARRANT TO THE ACCURACY, COMPLETENESS, CURRENTNESS, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF SERVICES. OBSIDIAN DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT USE OF THE SERVICES WILL BE CONTINUOUS, UNINTERRUPTED, OR ERROR-FREE.

L. LIMITATION ON LIABILITY

EXCEPT TO THE EXTENT REQUIRED BY LAW, NEITHER OBSIDIAN OR ANY OF ITS THIRD-PARTY SERVICE PROVIDERS SHALL BE LIABLE TO YOU, WHETHER IN CONTRACT OR TORT, FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SIMILAR DAMAGES (EVEN IF OBSIDIAN HAS BEEN ADVISED OF THE POSSIBILITY THEREOF) IN CONNECTION WITH THESE TERMS AND CONDITIONS, YOUR USE OR ATTEMPTED USE OF OBSIDIAN’S SERVICES, OR ANY OF THE INFORMATION, SERVICES OR TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

MOREOVER, AND ALSO EXCEPT TO THE EXTENT REQUIRED BY LAW, NEITHER OBSIDIAN NOR ANY OF ITS THIRD-PARTY SERVICE PROVIDERS SHALL BE LIABLE TO YOU, WHETHER IN CONTRACT OR TORT, FOR ANY DIRECT DAMAGES OF ANY KIND (EVEN IF OBSIDIAN HAS BEEN ADVISED OF THE POSSIBILITY THEREOF) IN CONNECTION WITH THIS AGREEMENT, YOUR USE OR ATTEMPTED USE OF OBSIDIAN’S SERVICES. IN NO EVENT SHALL OBSIDIAN BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY RESULTING DIRECTLY OR INDIRECTLY FROM YOUR USE OF OBSIDIAN’S SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY LOSS CAUSED IN WHOLE OR IN PART BY ANY INACCURACIES OR INCOMPLETENESS, DELAYS, INTERRUPTIONS, ERRORS OR OMISSIONS, INCLUDING, BUT NOT LIMITED TO, THOSE ARISING FROM OUR NEGLIGENCE OR THE NEGLIGENCE OF ANY OBSIDIAN PROVIDER OR CONTINGENCIES BEYOND OUR OR ANY OBSIDIAN PROVIDERS’ CONTROL IN PROCURING, COMPILING, INTERPRETING, COMPUTING, REPORTING, OR DELIVERING OBSIDIAN SERVICES. IN NO EVENT SHALL OBSIDIAN BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON, OR IN CONNECTION WITH YOUR USE OF OBSIDIAN SERVICES OR THE INFORMATION PROVIDED BY OBSIDIAN OR IN CONNECTION WITH THE PROJECT. THIS LIMITATION ON LIABILITY INCLUDES, BUT IS NOT LIMITED TO ANY DAMAGE OR INTERRUPTIONS CAUSED BY ANY COMPUTER VIRUSES, SPYWARE, SCAMWARE, TROJAN HORSES, WORMS, OR OTHER MALWARE THAT MAY AFFECT YOUR COMPUTER OR OTHER EQUIPMENT, OR ANY PHISHING, SPOOFING, DOMAIN TYPOSQUATTING, OR OTHER ATTACKS, FAILURE OF MECHANICAL OR ELECTRONIC EQUIPMENT OR COMMUNICATION LINES, TELEPHONE OR OTHER INTERCONNECT PROBLEMS (E.G., YOU CANNOT ACCESS YOUR INTERNET SERVICE PROVIDER), UNAUTHORIZED ACCESS, THEFT, OPERATOR ERRORS, STRIKES OR OTHER LABOR PROBLEMS, OR ANY FORCE MAJEURE. OBSIDIAN DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO OBSIDIAN SERVICES.

IF THIS DISCLAIMER OF LIABILITY SECTION IS DEEMED TO CONFLICT WITH ANY OTHER SECTION OF THIS AGREEMENT, THIS DISCLAIMER OF LIABILITY SECTION SUPERSEDES THE OTHER SECTION.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

M. SEVERABILITY

Users agree and understand that if any provision of these Terms and Conditions, or application thereof, shall be determined to be invalid or unenforceable under any rule, law, or regulation or by any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law. 

Users further agree and understand that the validity or enforceability of any other provision (or of such provision, to the extent its application is not invalid or unenforceable) of these Terms and Conditions shall not be affected.

N. PRIVACY POLICY

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Obsidian will handle any personal information it receives with the utmost care and in application of the full extent of its Privacy Policy, which can be found here.

Users may not disclose any personal information, irrespective of its form, that they may have come across during interaction with each other or through use of the Platform. 

When users enter into a Service Agreement, they agree to only disclose personal information or otherwise identifiable data to the extent necessary to provide the Service and agree not to transfer such information to a third party unless strictly necessary for the performance of the agreement and with the consent of the counterparty.

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