Connect Wallet

TERMS AND CONDITIONS

1. Introduction

These Terms of Use (the “Terms”) and all policies posted on our website set out the terms on which Sombra Network LLC (trading as Sombra) offers you access to and use of our websites, Smart Contracts, mobile applications, web applications, decentralized applications, API, or any other service which Sombra.app operates (collectively ‘Services’). All policies are incorporated into these Terms. You agree to comply with all the above and all the matters as set out in these Terms when accessing or using our Services. For information regarding the processing of personal data, please see our Privacy Policy.

Please read these terms carefully. They set out your rights and responsibilities when you use the Services, and other important information.

You are entering into a contract with Sombra Network LLC, a USA based company. 

2. How do I accept these terms and conditions?

  1. by clicking or tapping any button or box marked “accept” or “agree” (or a similar term) in connection with the term son the Sombra app or browser. 
  2. by using our services in any way you herby agree as a participant to the terms and conditions
  3. by accessing the sombra website and interacting with smart contracts on the platform 
  4. You are 18 years or older. 
  5. You agree and understand that Sombra Network and affiliated partners are not liable for financial mistakes or problems attributed to user error, blockchain problems, or artist choices. Please refer to section 5 for more information.

When you accept these terms, they are legally binding. Terms and conditions are subject to change as per section 17 below. Sombra will always announce changes prior to implementation. If you are a business/company/estate and you are using our network in any way, by accepting these terms are verifying that you have the authority on behalf of that business/company/brand and related individuals. If you do not have written authority, then you are not authorized to participate in Sombra Network or utilize its services. Sombra holds no liability for unauthorized publications if the artist confirms authenticity. 

If you do not agree to these Terms, you must not access or use the Services or the App.

3. About Sombra Network

Sombra Network is a distributed application, functioning as a marketplace and social network, that runs on the Binance Smart Chain and Ethereum Mainnet, using specially developed smart contracts that provide an immutable ledger of all transactions that occur on Sombra Network (“Smart Contracts”). Using these Smart Contracts, users can create, buy, transfer and trade unique digital assets in the form of non-fungible tokens.

Sombra Network is not involved in the actual transaction between buyers and sellers on the marketplace. We are an administrative platform that facilitates transactions between a buyer and a seller and helps maintain visual and auditory collections. Depending on the preference of the artist, Sombra does help facilitate conversions and uploads to maintain order and smooth user experience. Some artists are not well versed in the process of crypto and they have given us permission to act on their behalf to facilitate the transaction while maintaining personal agreements and responsibility for the sale itself. The contract for the sale is directly between buyer and seller.

We have no control over, and do not guarantee the existence, quality, safety, or legality of, items advertised; the ability of sellers to sell items; the ability of buyers to pay for items; or that a buyer or seller will actually complete a transaction. We do our absolute best to verify and clear all art works and will work diligently to rectify any issues that arise.

In this respect, you acknowledge and agree that Sombra Network is a non-custodial software provider that has developed this distributed and decentralized environment where you can autonomously and directly access the app without any involvement whatsoever by Sombra Network or any third party.

Artists who elect to have Sombra manage their sales and conversion from BNB to USD are subject so management fees of 3% in addition to the network.

4. How can I use Sombra Network?

Sombra utilizes web 3 provider services on desktop users need to use a web 3 enabled browser such as Google Chrome or a web browser inside a web 3 enabled wallet browser such as Trust Wallet, Metamask or Sombra Wallet (October 2021)

Once installed either on mobile or browser you will need to use Metamask / SW to interact with any smart contract and subsequently any NFT or game on the Sombra Network. Sombra does contain a transaction log per wallet/profile, but these web 3 applications can also track your transactions locally. 

Sombra NEVER will have access or request any wallet information aside from your address or transaction hash. Your 12 word security phrase is NEVER to be given out to anyone including Sombra Staff.

Your web 3 account and Metamask wallet/Sombra Wallet is your identity and keycard to the Sombra Network. Without it you cannot create a profile or gain entry to the Network. If you lose your account information, we cannot retrieve it nor any NFT attached to the account. User accounts live on the blockchain and Sombra does have access to change or alter user accounts aside from display features within your user profile on the Sombra Network. The App gives you the option to use, amongst others, MetaMask, WalletConnect, Portis or Fortmatic to connect your account to your web 3 compatible browser.

Transactions that take place on the App are managed and confirmed via the Binance Smart blockchain. Your BSC wallet address and ledger will be made publicly visible whenever you engage in a transaction on Sombra Network. This is a function of the blockchain not Sombra Network. 

Any transactions on Sombra Network are facilitated and run by MetaMask, WalletConnect, Fortis or Portmatic or the other web 3 compatible browser you have chosen. These transactions are governed by the terms and conditions of those other browsers. 

5. Your Sombra User Profile

You must create an account with sombra.app to use the Services or the app. We will ask you specific information for the account to be verified. Once complete you can register to begin trading. By creating an account, you agree to provide accurate, current, and complete account information about yourself, and to maintain and promptly update, as necessary, your account information. For further information on how we use that information, please see our Privacy Policy.

You understand that your Sombra Network account is limited solely to you and your wallet address/metamask or SW account. You agree that all transactions done through your wallet and account are your own responsibility and any 3rd party fraud or attempted theft is not the responsibility of Sombra Network. You understand that you are solely responsible for maintaining the security of your account and control over any usernames, private keys, or any other authentications or codes that you use to access the Services. Any unauthorized access to your account could result in the loss or theft of tokens and/or funds in any linked accounts. You understand and agree that you will not hold Sombra Network responsible for any issues related to managing and maintaining the security of your account and your web 3 wallet or blockchain accounts. You further understand and agree that we are not responsible (and you will not hold us responsible) for any unauthorized access to, or use of, your account or your MetaMask wallet (or other blockchain wallets and accounts) through Sombra Network or otherwise. 

You alone are responsible for monitoring your account. If you notice any unauthorized or suspicious activity in your account, please notify us immediately at support@sombra.app

6. NFT Creation

On Sombra Network, users can create limited-edition digital files called NFTs, that contain unique metadata and content data. These files can be anything that is transferable as a digital file. NFTs range from video content, 3D files formats, audio, text, and code, and more. This content is owned by the user that created it (the “Artist”). When an Artist creates content, it is linked to a tokenized smart contract in the form of an NFT. Sombra Network and its artist mint their works on the blockchain which means that a contract is executed between the file and the blockchain which allows it to be uploaded and stored forever. Once on the blockchain the files cannot be removed but can be transferred to new owners as per their injected web 3 account. This is explained more in Section 10 below about intellectual property rights.

Users must be approached by Sombra Network to list artworks. Users can apply to be reviewed to expedite the process if they wish

To apply for a review:

Sombra Network holds the right to refuse any participant now or in the future for any reason it deems appropriate. Sombra Network does not guarantee success as an artist or sales. Sombra Network holds the right to remove artists if needed. 

The Tokens can be sold or transferred to other people. When a Token is purchased or transferred by a person, the Ethereum token that it represents is automatically transferred to that person’s Ethereum address.

7. I am an artist. What should I know?

If you are an artist, you understand and agree that:

Artists will not infringe on any known copyright, trademark, patent, moral, database or other intellectual property rights (the “Intellectual Property Rights”) that belong to other individuals, corporations, or estates. 

Sombra Network reserves the right, at our sole discretion, to prohibit artists from using the Sombra Network services. We monitor all content from creators to prevent fraudulent activity or violation of these Terms. We DO NOT take responsibility for any infringements of associated artists, but we do attempt to rectify any issues or claims as best as possible and will disseminate associated information as per law enforcement requirements. In the event that you choose to burn your NFT tokens (e.g. by sending them to the zero address) you agree to bear the entire cost of any blockchain fees (such as gas) as well as the responsibility of burning them. Sombra is not able to burn NFT tokens on your behalf. Burning is the act of destroying a token by sending it to a contract address on the blockchain that is a zero address. When tokens are sent to zero addresses, they are not retrievable and are considered gone forever. Think of burning as sending your token to the phantom zone. It still exists but it is never coming back. Superman said so.

8. Ownership of NFTs and Original Artwork

Owning an NFT is just like owning a physical artwork, like an original painting or a print. Artists can choose how many versions are created of each artwork and based on that the rarity and price will change. In owning an NFT, you understand that no intellectual property is passed on to you from the artist unless specifically stated in the listing and subsequent smart contract.

Users on the Sombra Network cannot assume any rights or ownership of the source works unless otherwise stated by the artist. In some instances, artists will commission Sombra to act as a broker to sell not only the NFT in question, but the IP associated with that NFT and source work. Only under this circumstance can an NFT owner assume the rights for reproduction and monetary gain from the content outside of a resale of that specific NFT. 

Owning and downloading content via Sombra Network or directly from IFPS (Interplanetary File System), does not give you any intellectual property rights for the content unless context is as stated above. 

As a buyer and owner of NFTs on the Sombra Network, you accept all risk associated with the purchase and abdicate Sombra Network of any liability associated with that and any transaction or purchase on the Sombra Network. It is up to the individual and artist to verify the authenticity of the artwork. Sombra Network and its staff will always assist to the best of their ability but cannot guarantee proper IP clearance. 

If you believe that any content hosted on the website infringes yours or someone else’s’ intellectual property rights, please let us know at support@sombra.app and prompt action will be taken.

It is our policy to terminate or suspend the accounts of rulebreakers at any point. Don’t steal art and you won't get the ban hammer.

9. Intellectual property

When you buy an NFT with Sombra Network:

In using the Sombra Network or its services, whether as a buyer or a seller, you agree you will not infringe any Copyright or Intellectual Property Rights of other entities. 

10. Sombra Token 

Sombra Network has its own token that runs on the Binance Smart Chain. The Sombra Network Utility Token or SMBR is a decentralized utility token that trades on the decentralized exchange PancakeSwap. Holders of the SMBR token receive rewards from each NFT transaction that occurs in the form of 10% of the sale. Each month token holders are airdropped their cut of sales via a python script. 

Presale

Sombra Token originated as a token called Cheecoin. Cheecoin rebranded and swapped to a new contract in August 2021. Cheecoin did NOT do an ICO but a presale. What is the difference? ICOs are created to fund the project development and done as a means of raising capital for a project to spend over time. Cheecoin presale was offered to early traders as a means of launching the token itself. The presale funds were transferred 100% into the financial liquidity that backed the token at launch. No funds from the presale were used to fund project development or personal use. 

US Securities 

Sombra Network Utility does not believe based on the decentralized nature of the marketplace and token that SMBR is a security. We believe that SMBR is a true utility token as per its integrated use in the Sombra Network and its similarities to bitcoin and Ethereum. Sombra Network continues to monitor all SEC cases but until more clarity arrives Sombra Network and SMBR token does not support US customers and must warn all customers that it takes no responsibility for any financial losses, nor can it promise and financial gains. We see Sombra Network by 2024 as a fully decentralized art and commerce trading platform where Sombra Staff act only as non-custodial managers. 

Sombra Token was not created to give investors the opportunity to profit financially but to gain the ability to access unique one-of-a-kind artworks from the world’s top VFX artists as well as to create a self-sustaining globally connected ecosystem so artists can reach collectors worldwide. 

Sombra Network and Sombra Token do not offer financial advice to holders or community members and cannot guarantee any profit from the derivative itself. SMBR Token is intended for on network use only and aims to become the currency of digital art dealing. 

Sombra adheres to all US tax laws. 

Smart Contract Token details of the SMBR token are as follows: Sombra Network Utility is a custom contract. Every transaction that occurs on Pancake swap incurs a 6% fee. These fees are deactivated on the marketplace to maintain clean transactions, environmentally efficient gas usages, and accounting. 

11. US Customers

Sombra Network Utility Token is not intended for US customers and Sombra Network cannot assist US customers with issues that arise from purchase of tokens or subsequent trading on the Sombra Network. While we understand that via the nature of decentralized systems, we do not offer support to US customers and strongly warn against active trading. 

12. Fees and Payments

If you elect to purchase, trade, or create art on the Sombra Network in any way and/or engage in any financial transactions on the network you must use MetaMask (or other BSC MainNet compatible wallets and browsers). 

Sombra app does not as a policy refund buyer. Sombra Network reserves the right to refund customers at their discretion and can assess each situation as needed. In general, Sombra cannot reverse transactions unless Sombra is acting as the direct broker for an artist. Even in that case, where Sombra is acting as a broker for said artist it is extremely rare that a reversal will occur. Please do not email us furious for a refund. We will do our best to accommodate your request, but we cannot guarantee it and as a policy do not give refunds. 

Binance Smart Chain requires the payment of a transaction fee (gas fee) for every transaction that occurs on the BSC network. Gas fees power the blockchain network and are allocated to supporting nodes that accelerate and verify block transactions. 

Sombra Network pays all gas fees for Artists minting artwork if said artwork has been approved for minting. 

Sombra Network has a unique financial ecosystem that utilizes multiple tokens and in time multiple blockchains. At launch Sombra Network will run on BNB, SMBR and BUSD. 

BNB - Binance Smart Chain SMBR - Sombra Token

With time WBTC and WETH (wrapped) on the BSC chain will be added as well as full Ethereum support once V3 is live and stable.

Sombra Network sale transactions are broken down as follows:

You acknowledge and agree that these % breakdowns as listed above are automatically executed at the sale of each NFT as per marketplace smart contracts and that unless requested by the artist are handled by the artists themselves. Sombra does offer artists the option to manage their sales, but all sales are immediately converted into BUSD and then USD for payment. Artists who choose this payment method must also submit a 1099 for tax purposes if a US resident. In addition to the commission above, for all proceeding secondary sales on the Sombra Network Marketplace, the artist receives 12% commission of the total value of that transaction.

For any proceeding secondary sales made on the Sombra Network:

13. Risks associated with Cryptography

You accept and acknowledge each of the following risks:

14. Acceptable use

In connection with using or accessing the services or the Sombra Network, you will not:

You agree that we will commence supplying our Services to you as soon as you accept these Terms. Additionally, we reserve the right to vary or terminate all or part of our Services and/or not provide all or part of our Services to anyone for any reason and/or period, at our discretion.

15. Content

When providing content, you grant Sombra Network a non-exclusive, worldwide, perpetual (or for the duration of any copyright or other rights in such content), irrevocable, royalty-free, sublicensable (through multiple tiers) right to use the content (including, without limitation, creating and using derivative works), and you authorize Sombra Network to exercise any and all copyright, trademark, publicity, database or other intellectual property rights you have in or to the content in any media known now or developed in the future. Furthermore, to the fullest extent permitted under applicable law, you waive your rights in the content and promise not to assert such rights or any other intellectual property rights you have in the content against Sombra Network or affiliated partners, our sublicensees or our assignees.

You agree that we are not responsible for examining or warranting the listings or content provided by artists or third parties through the services, and that you will not hold or attempt to hold Sombra Network, partners, affiliates or any associated brand and organization liable for inaccuracies or infringement of any kind. 

We neither own nor control any third-party browsers, wallets, wallet connectors or blockchain networks, or any other third-party site, product, or service that you might access, visit, or use for the purpose of enabling you to use the various features of the App (the “Third Party Sites”). You understand and agree that your use of any third-party site is subject to any terms of use and/or privacy policy provided by such third-party site. We are not a party to any such agreement. You should review any terms of use and privacy policy provided by such third-party site and should make whatever investigation you feel necessary or appropriate with any transaction with any third party.

Sombra Network provides these third-party sites only as a convenience and we do not review, approve, monitor, endorse, warrant, or make any representations with respect to third party sites, or their products or services. All third-party sites are used by you at your own risk.

We will not be liable for the acts or omissions of any third-party sites, nor will we be liable for any damage that you may suffer because of your transactions or any other interaction with any third-party site.

Where our site contains links to other sites and resources provided by any third parties, these links are provided to you for information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources. Please follow those external 3rd party links at your own risk. Sombra network is not liable for anything that occurs via a 3rd party site. 

16. Content upload and Storage

Sombra Network maintains an internal API via IFPS and a Binance node strictly for visualization purposes on the app and for users connecting to external products sold and supported by Sombra. Sombra as stated above makes no guarantees of service functionality and future use of the node or any other nodes on Binance Smart Chain or Ethereum once supported.

The API backend and Binance node 

17. Changes to these Terms

Sombra Network may amend these terms at any time. The most current version of these terms will be posted on the site tagged with the date. You shall be responsible for reviewing and becoming familiar with any such modifications. You waive any right you may have to receive specific notice of such changes or modifications. Use of the Sombra Network by you after any modification to the Terms constitutes your acceptance of the terms as modified. If you do not agree to the terms in effect when you access or use Sombra Network, you must not use Sombra services. We may, at any time and without liability or prior notice, modify or discontinue all or part of the Sombra Network (including access to the browser and app via any third-party links).

These terms may not be otherwise amended.

18. Privacy

Sombra Network is the data controller for your information, and we have specific obligations to you under data protection law. You can find out more about what information we use, what we use it for and who we share it with in the Sombra Network privacy policy. Our privacy policy also contains details about your legal rights in relation to your information (but your legal rights will vary depending on where you are located).

19. Indemnity

You agree to indemnify, defend and hold harmless Sombra Network and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost, and lawyers’ fees arising out of or in any way related to (i) your breach of these Terms, (ii) your misuse of the service or the Sombra Network, (iii) your violation of applicable laws, rules, regulations or the rights of any third party and (iv) any of your acts or omissions that implicate publicity rights, defamation or invasion of privacy in connection with your access to or use of the Sombra Network. Sombra Network reserves the right, at its own expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with Sombra Network in the defense of such matter.

20. Liability

We try to keep the services and the app safe, secure, and functioning properly, but we cannot guarantee the continuous operation of or access to our services as explained in the above terms and conditions as well as below.

We (including our parent, subsidiaries, affiliates, directors, agents, and employees) shall not be liable to you in contract, tort (including negligence) or otherwise for any business losses, such as loss of data, profits, revenue, business, opportunity, goodwill, libel, reputation, or business interruption or for any losses which are not reasonably foreseeable by us arising, directly or indirectly from:

Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you. This is especially so if you are a consumer.

You accept sole responsibility for the legality of your actions under laws applying to you and the legality of any items you list on any of our sites. 

Although we use techniques that aim to verify the accuracy and truth of the information provided by our users, user verification on the internet is difficult. We cannot and do not confirm, and are not responsible for ensuring, the accuracy or truthfulness of users’ purported identities or the validity of the information which they provide to us or post on our sites.

Regardless of the previous paragraphs, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) the amount of fees in dispute not to exceed the total fees which you paid to us in the 12 months prior to the action giving rise to the liability, or © $100

21. Compensation

You will compensate Sombra Network in full (and our officers, directors, agents, subsidiaries, joint ventures, and employees) for any losses or costs, including reasonable legal fees, we incur arising out of any breach by you of these terms, your improper use of the services or your breach of any law or the rights of a third party as well as any related use to your account.

22. Legal Disputes

Any claim, dispute or matter arising under or in connection with these terms shall be governed and construed in all respects by the laws of the United States of America.

In simple terms, “non-exclusive jurisdiction of the USA courts” means that if you were able to bring a claim arising from or in connection with these terms against Sombra Network in court, an acceptable court would be a court located within the United States and all international cases shall use United States law as a base of operation and legal guidance.

23. General

If any provision of these terms is held to be invalid, void or for any reason unenforceable, such provision shall be struck out and shall not affect the validity and enforceability of the remaining provisions.

We may assign our rights and obligations under these terms (but without your prior express consent) if we assign these terms on the same terms or terms that are no less advantageous to you.

If you have a dispute with one or more users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees, and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by these terms. A person who is not a party to these terms has no right to enforce any part of these terms. 

No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship established now or in the future shall bear any responsibility to any user transactions or conduct on the Sombra Network.

No 3rd party product or vendor associated with Sombra Network is the responsibility of Sombra Network and its staff. Physical NFT product upgrades are technology created, curated, and supported by 3rd party vendors and cannot be altered or updated by Sombra Network now or in the future. For all issues related to 3rd party products you must consult the vendor even if the product is resold by Sombra Network. This is true for products made by partnered vendors Looking Glass Factory, TokenFrame and Infinite Objects. 

If any provision or section of these terms becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this section 18 shall not affect the validity and enforceability of the rest of these terms.

24. Feedback and contact details

You may choose to submit comments, bug reports, ideas or other feedback about Sombra Network and associated games about how to improve the platform (collectively, “Feedback”) by emailing us. We are free to use ideas from the community to improve the platform. If you submit an idea, please note you are offering it up without expectation of royalties. 

Users with questions, complaints or claims with respect to the website, the Services or the App can be made by contacting us at support@sombra.app