Charity NFT Project, Inc. (“The Developer”) provides this website & service subject to these Terms of Service. By using our service, members are agreeing to the Terms of Service. These Terms of Service are subject to revision and update without notice. Most current Terms of Service will be published on our website and are available for download. Please refer to charitynftproject.io for the most current Terms of Service. Continued use of the website and participation in our project(s) will serve as agreement to current Terms of Service.

The first step in the creation of a new NFT project is for Charity NFT Project, Inc (“the Developer”) to partner with a church, charity or other non-profit (“the Client”) who is interested in creating and selling NFTs as a charitable fundraising strategy. Once the client signs the Client Agreement Form and accepts the Terms of Service, the work on their NFT collection will begin. 

The primary responsibility of the Client will be to provide high-resolution, high-quality photographs to the Developer illustrating the charitable work their organization has accomplished. These can be photos of anything from church services to charitable events or even community members who have benefited from their efforts, for example. The greater volume of high-quality photographs that the Client is able to deliver, the greater fundraising potential the NFT project will have. The photographs should be provided to the Developer in the highest resolution possible, in .JPG or .PNG format. 

A written description of the Client’s accomplishments and narrative to accompany the photographs will help to tell the story of their mission, which will in turn help promote the project and compel potential collectors to purchase the NFTs. This will be included in updates to the Developer’s website, charitynftproject.io, as well as social media accounts. As the Client, you authorize the Developer to use your organization’s name, logo and other identifying information on our website and other marketing material.

Once the photographs have been received, the Developer will begin work on creating the NFT collection. These will be created (often referred to as “minted”) on the Ethereum blockchain, and the Developer will cover any initial “gas” fees incurred by use of the Ethereum network. 

Once the NFT collection has been minted, the Developer will list the digital collectibles for sale on one or more NFT exchanges, including (but not limited to) OpenSea (opensea.io), Coinbase NFT (nft.coinbase.com), LooksRare (looksrare.org), Blur (blur.io) or any other exchanges that are or may become available in the US market. The collection will be assigned a unique collection name and will identified under the Developer’s profile on each exchange.  Each NFT within the collection will be uniquely identified with a three-, four- or five-digit serial number (depending on overall collection size) and all sales (primary and secondary) can be tracked on the Ethereum blockchain, including buyer, seller, sales price and royalty fees. 

The typical collection price will be set between 0.05 and 0.1 Ethereum (ETH) per NFT, but may vary depending on several factors, including (but not limited to) overall collection quantity, rarity, market conditions, demand, Ethereum spot price, exclusive agreements, or other factors.

As each NFT is first sold on the open market (primary sale), the revenues, less exchange fees, will be distributed as follows: 

· Primary sale (first sale of an item from Developer to a collector)

o 75% to Client

o 25% to Developer

If NFTs exchange hands between collectors (secondary sales), royalty fees will be collected at a rate of 10% of each sale. Revenue from secondary sales will be distributed as follows:

· Secondary sale (from collector to collector)

o 75% to Client

o 25% to Developer

There may be additional fees involved in the creation and listing of an NFT project. For example, exchanges may charge a fee to initially list an NFT collection on their platform, and there may be gas (network) fees charged by the Ethereum network during the minting process. These fees are typically paid in Ethereum, and the Developer will cover these fees during project launch. Once an NFT collection generates revenue from primary sales, the Developer will be reimbursed any fees incurred during the NFT creation / listing process. Net revenue after fees have been reimbursed will be distributed according to the above schedule. 

All NFT exchanges operate using Ethereum as the preferred [crypto]currency of choice. The Developer will collect all revenue (primary and secondary) in the form of Ethereum. For the purpose of distributing revenue to the Client, the Developer may exchange the Ethereum to Bitcoin at current market rate. The payments, in the form of Ethereum or Bitcoin, will then be made to the Client utilizing blockchain technology. The Client will be responsible for establishing and maintaining a cryptocurrency wallet (Bitcoin and/or Ethereum) for the purpose of receiving payments from the Developer. Payments will be transferred to the Client within 72hours of the NFT sale, unless another schedule is agreed upon that best suits the client’s needs. 

The NFT collection will remain available for purchase (primary sales and secondary sales) in perpetuity as long as it remains on an open-market exchange. Client and Developer will abide by all terms and conditions of any exchange where the NFT collection is listed. Beyond the primary sale of an NFT, there is no expectation of further revenue to be generated for the Developer or the Client. 

Once an NFT has been sold on an exchange, neither the Developer nor the Client possesses any further control or influence of the secondary sales activity or retained value of an NFT. Any NFT being exchanged in secondary sales should not be expected to generate a profit and may lose value. 

Clients may request a copy of their annual income statement from Charity NFT Project, Inc at any time by sending a written request to: dev@charitynftproject.com.

Additionally, the Developer may partner with other third-party cryptocurrency donation platforms, such as Giveth (giveth.io) or The Giving Block (thegivingblock.com) and solicit direct donations without requiring the purchase of an NFT. Any direct cryptocurrency donations made through third-party platforms will be distributed in the same manner as revenue generated through NFT purchases: 75% to the Client & 25% to the Developer.

Once minted as NFTs, ownership of each individual image, and all rights therein, will be contained exclusively within the NFT and will be permanently recorded on the Ethereum blockchain. Any individual who purchases, possesses, controls or otherwise takes ownership an NFT will gain exclusive, non-transferrable rights to the NFT, its image and all intellectual property contained within. When an NFT is sold or otherwise transferred to another party, all ownership rights are transferred therein at the time the transfer is recorded on the Ethereum blockchain. All transactions are non-reversible and ownership is permanent, as is the nature of the Ethereum blockchain. 

When NFTs are minted, the creation and perpetual existence of the digital object is permanently recorded on the Ethereum blockchain. NFT are indestructible digital objects that will endure as long as the Ethereum network is operational. Ownership of the digital object is determined by the individual or organization that has control of the Ethereum wallet where they are stored. NFTs created by the Developer for the purpose of charitable fundraising are considered digital collectibles.

Ownership (or control) of an Ethereum wallet is determined by the ability to access, transfer or list for sale the digital objects within the wallet. Ethereum wallets are often secured using a 12-word “seed phrase” which is a type of password to restrict access to a blockchain wallet. Whomever possesses the “seed phrase” to an Ethereum wallet and can access the digital objects within, is generally considered to be the “owner” of the wallet.

When an NFT is first minted, an Ethereum wallet is required. The newly created (minted) NFT will be stored within the Ethereum wallet it was minted to. The Developer will possess exclusive access to this wallet, and is considered to be the “owner” of the minting wallet and all digital objects created and stored therein. NFTs can only change ownership when they are transferred between wallets, typically through a sale on an exchange or by a mutually agreed upon transfer of ownership. 

A partnership with Charity NFT Project, Inc is considered at-will. The Developer reserves the right to terminate interest with any Client at any time, without warning or justification. If a Client wishes to terminate their interest in a project, they may do so at any time without penalty.  

Any unsold NFTs created through the project that still remain in the possession of the Developer at the time of termination of interest will be considered to be property of the Developer. The Client will have the option to purchase any or all unsold NFTs directly from the Developer at a discounted rate of 50% the original list price (or 50% of lowest listed item within the collection if unlisted). A valid Ethereum address will be required from the Client to facilitate the sale(s).

If interest is terminated between Client and Developer on any given project, regardless of which party initiated the termination of interest, the Client no longer has rights to any future revenue that may be generated as a result of ongoing secondary sales that may occur.

ALL SALES [OR ANY OTHER FORM OF TRANSFER OF OWNERSHIP] OF NFTS ARE FINAL. THE CHARITY NFT PROJECT, INC WILL NOT BE HELD LIABLE FOR ANY DAMAGES, EITHER MATERIAL OR IMMATERIAL, THAT MAY RESULT FROM THE USE OR DISTRIBUTION OF AN NFT THAT INCLUDES OR REPRESENTS AN IMAGE OF A CLIENT OR CLIENT’S ACTIVITIES. YOUR USE OF THE WEBSITE AND OUR SERVICE IS ENTIRELY AT YOUR SOLE RISK. NEITHER CHARITY NFT PROJECT, INC NOR ITS AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR ANY THIRD-PARTY INFORMATION PROVIDERS AND VENDORS WILL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, INCOME, FUNDS, CRYPTOCURRENCIES, NFTs, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, OR DAMAGES CAUSED BY THEFT, LOSS, UNAUTHORIZED ACCESS, SYSTEMS FAILURE, OR COMMUNICATIONS LINE FAILURE, OR THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, CAUSED BY THE USE OF OR INABILITY TO USE THE WEBSITE, MATERIALS OR ANY PRODUCTS OR SERVICES PROVIDED HEREIN, OR ANY OTHER MATTER RELATING TO THIS WEBSITE OR SERVICES PROVIDED, EVEN IF CHARITY NFT PROJECT, INC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. TO THE EXTENT THAT A JURISDICTION DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN, THE LIABILITY OF CHARITY NFT PROJECT, INC AND ITS AFFILIATES, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, AND ANY THIRD-PARTY INFORMATION PROVIDERS AND VENDORS IS LIMITED TO THE EXTENT PERMITTED BY LAW IN SUCH JURISDICTIONS.

A Charity NFT Project collection should be considered digital collectibles as part of a charitable fundraising effort, where the majority of the proceeds (75%) from the sale of NFTs will go directly to support the mission of a non-profit organization. Digital collectibles are stand-alone products whose value is determined solely at the time of sale directly to a buyer. Owning a digital collectible from a Charity NFT Project collection should not be considered an investment contract, and no expectation of future profits, revenue, royalties or price appreciation should be considered. NFTs can (and most likely will) lose all resale value.

It is the responsibility of each individual party to report any revenue that may be generated from the creation and sale of NFTs, in accordance with their local tax and accounting guidelines. Please consult a tax preparation specialist for further guidance.

It is possible that as Charity NFT Project, Inc. continues to develop our products, the Developer’s services and/or related assets might be acquired as part of a merger or acquisition. In such an event, you understand and agree that Charity NFT Project, Inc. may assign its rights under these Terms of Service and that your personal information may be transferred to the succeeding entity. You will be provided with reasonable notice and an opportunity to opt-out of the transfer.

You shall indemnify and hold harmless, and at Charity NFT Project request, defend Charity NFT Project and its affiliates, as well as the respective directors, officers, shareholders, employees, agents and owners (each, an “Indemnified Party”) from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable attorneys’ fees, an allocation for in-house counsel, and other legal costs) arising out of your acts or omissions, including claims resulting from your use of the Website, Our Service, or any breach of your obligations set forth in this Agreement. You shall reimburse each Indemnified Party on demand for any costs, expenses and liabilities incurred by such Indemnified Party to which this indemnity relates. 

Charity NFT Project strives to provide a trustworthy and robust system to process and manage digital goods, and will take every measure to ensure all items are secure. However, Charity NFT Project will not be held responsible for lost, stolen or misappropriated funds, cryptocurrencies or any other type of digital objects.