Terms of Service.

In these Terms, except where the context requires otherwise:

"Account"

— a registered profile on the Platform, of either the Creator/Publisher type or the Licensee type.

"Agreement"

— these Terms together with any policies expressly incorporated by reference, including the Privacy Policy, any Acceptable Use Policy, and any License Agreement entered into through the Platform.

"Archive"

— a body of content (including but not limited to written articles, audio episodes, video, newsletter issues, or comparable original works) made available for licensing on the Platform by a Creator or Publisher, together with the associated Manifest.

"Company", "we", "us", "our"

— ArchiveBay, the operator of the Platform.

"Content"

— the data, text, files, metadata, identifiers, and other materials uploaded, submitted, or referenced by a User on or through the Platform.

"Creator"

— a natural person who registers an Account for the purpose of offering an Archive of which they are the author and rights holder for licensing on the Platform.

"License Agreement"

— the agreement formed between a Licensor and a Licensee upon completion of a transaction through the Platform, the terms of which are set out in the License document generated and made available to the parties by the Platform.

"Licensee"

— a User (typically a developer, model laboratory, enterprise, research institution, or comparable entity) registered to acquire licenses to Archives.

"Licensor"

— a Creator or Publisher offering an Archive for licensing.

"Manifest"

— the structured catalogue of items within an Archive (including titles, publication dates, item-level fingerprints, and aggregate statistics) which forms the schedule to the License Agreement.

"On-Chain Record"

— a transaction recorded on the Solana blockchain that contains a reference to a License Agreement, including (without limitation) the License identifier, Manifest hash, fee split, and execution timestamp.

"Platform"

— the website at archivebay.io, the application programming interfaces exposed at that domain, and any associated services operated by the Company.

"Publisher"

— a legal entity that registers an Account for the purpose of offering an Archive on behalf of itself and, where applicable, its contributors.

"User", "you"

— any natural or legal person accessing the Platform, whether or not registered.

2.1Acceptance. By (a) creating an Account, (b) accessing the Platform, or (c) completing any transaction through the Platform, you confirm that you have read, understood, and agreed to be bound by these Terms and by the Privacy Policy.

2.2Authority. Where you accept these Terms on behalf of a legal entity, you represent and warrant that you have the requisite authority to bind that entity, in which case "you" and "your" shall refer to that entity.

2.3Modification. We may amend these Terms from time to time. Material amendments will be notified to active Account holders by email or in-product notice not less than thirty (30) days prior to the effective date of the amendment, save where the amendment is required by applicable law or to address a security or operational emergency. Continued use of the Platform after the effective date of any amendment constitutes acceptance of the amended Terms.

3.1Minimum age. The Platform is intended exclusively for Users aged eighteen (18) years or older. The Platform is not directed to, and we do not knowingly collect personal data from, persons under the age of eighteen.

3.2Geographic restrictions. You may not access the Platform if you are located in, or are ordinarily resident in, a jurisdiction subject to a comprehensive embargo by the United Kingdom, the European Union, or the United States, or if you are listed on any applicable sanctions list including the UK HM Treasury Consolidated List, the EU Consolidated Financial Sanctions List, or the U.S. Department of the Treasury Specially Designated Nationals and Blocked Persons List.

3.3Account integrity. You shall provide accurate, current, and complete information in connection with the registration of your Account and shall maintain that information so as to keep it accurate, current, and complete. You are responsible for safeguarding the credentials associated with your Account and for all activities that occur under your Account.

4.1Role of the Company. The Platform is a venue that enables Licensors to list Archives for licensing to Licensees. Save where expressly stated otherwise, the Company is not a party to any License Agreement, does not purchase, license, or take title to any Archive or any part thereof, and does not act as the agent, employer, or representative of any User.

4.2No publishing relationship. The Company does not commission, edit, sponsor, or endorse any Content listed on the Platform. The Platform does not pay any User for editorial activity and does not facilitate paid placement of any kind.

4.3Verification. Prior to accepting an Archive for listing, the Company applies an ownership-verification procedure (which may include platform authentication via API key or OAuth, control of the publication channel via authenticated content, or control of the associated domain via DNS records). Verification is intended to reduce the incidence of unauthorised listings but does not constitute a warranty by the Company as to title, ownership, or any other matter, and does not relieve the Licensor of its obligations under Section 6.

4.4Right to decline. The Company reserves the right, in its sole discretion and without obligation to give reasons, to refuse to admit any User to the Platform, to decline to list any Archive, and to remove or suspend any listing.

5.1Approval. Licensee Accounts are subject to review and approval by the Company prior to the consummation of any transaction. Approval may be conditional on the provision of additional information, including company registration details, beneficial-ownership information, and the intended field of use.

5.2Use of licensed Archives. The Licensee shall use each licensed Archive solely within the scope, term, and field of use granted under the corresponding License Agreement. The Licensee shall not sub-license, sell, transfer, assign, redistribute, or otherwise make the licensed Archive available to any third party except as expressly permitted under the License Agreement.

5.3API access. Where the Licensee accesses licensed Content via the Platform's application programming interface, the Licensee shall (a) treat its API credentials as confidential, (b) revoke and rotate credentials promptly upon any suspected compromise, and (c) not circumvent any rate limit, quota, or technical access control.

5.4No web scraping. The Licensee shall not crawl, scrape, harvest, or otherwise ingest Content from the Platform or from any source identified through the Platform except through the licensing flow established hereunder.

6.1Ownership and authority. The Licensor represents and warrants on a continuing basis that, in respect of each Archive listed: (a) it is the sole and lawful owner of, or has obtained valid written authority to license, all rights necessary to grant the licenses offered; (b) the Archive does not infringe any intellectual-property right, right of publicity, right of privacy, or any other right of any third party; (c) the Archive complies with all applicable laws, including in relation to defamation, obscenity, and protected categories of information; and (d) the information supplied to the Platform in respect of the Archive (including the Manifest and the description) is true, accurate, and not misleading.

6.2No off-Platform circumvention. The Licensor shall not solicit, divert, or accept any payment from any Licensee, or from any party introduced by the Platform, in respect of any licensing transaction otherwise than through the Platform.

6.3Continuing accuracy. The Licensor shall promptly correct any inaccuracy in the Manifest or description of any Archive and shall promptly notify the Company of any change in title, authority, or other circumstance bearing on its capacity to grant the licenses offered.

7.1Listing. No fee is charged for the listing of an Archive.

7.2Platform fee. On the consummation of each License Agreement, the Company retains a fee equal to one per cent (1%) of the consideration paid by the Licensee (the "Platform Fee"), and the balance is payable to the Licensor (the "Licensor Payment"). The fee split is recorded in the License Agreement and reflected in the On-Chain Record.

7.3Settlement currency. All consideration is denominated and settled in United States Dollar–pegged stablecoin (USDC) on the Solana network. The Licensor may convert to fiat through its preferred off-Platform channel; the Company does not provide currency conversion or fiat off-ramp services.

7.4Taxes. Each party is responsible for the determination, collection, reporting, and remittance of any tax (including value-added, goods-and-services, withholding, and income tax) arising from its activities on the Platform. The Company is not a tax agent for any User and does not provide tax advice.

7.5Reversal and chargeback. Once recorded on chain, a transaction is settled and not reversible. Disputes regarding consummated transactions are addressed under Section 14.

8.1Reservation by Licensor. Save for the limited rights expressly granted to a Licensee under a License Agreement, the Licensor reserves all intellectual-property rights in and to its Archive.

8.2Company materials. The Platform itself, including its design, source code, and trade marks, is the property of the Company or its licensors and is protected by intellectual-property law. Nothing in these Terms transfers any right in or to the Platform other than the limited, non-exclusive, non-transferable right to access and use the Platform in accordance with these Terms.

8.3Feedback. If you provide feedback, suggestions, or proposed improvements regarding the Platform, you grant the Company a perpetual, irrevocable, worldwide, royalty-free licence to use, reproduce, modify, and incorporate such feedback for any purpose without attribution.

8.4Notice and takedown. If you believe Content on the Platform infringes your rights, send a written notice to legal@archivebay.io containing (a) identification of the work claimed to be infringed, (b) identification of the Content alleged to be infringing (including URL or identifier), (c) a statement under penalty of perjury that you are the rights holder or are authorised to act on its behalf, and (d) your contact details and signature. We will act on properly substantiated notices promptly.

You shall not, and shall not permit any third party to:

• upload, list, license, transmit, or otherwise make available any Content that infringes any intellectual-property right, right of privacy, or right of publicity of any person;
• upload, list, or transmit any Content that is unlawful, defamatory, threatening, harassing, obscene, or otherwise objectionable;
• use the Platform to facilitate paid placement, undisclosed sponsored content, or any arrangement that would constitute misrepresentation under applicable consumer-protection law;
• circumvent, disable, or interfere with any security or access control of the Platform, or attempt to gain unauthorised access to any account, system, or data;
• conduct any vulnerability scan, penetration test, or automated probe of the Platform without prior written authorisation from the Company;
• resell, rent, or commercially exploit the Platform itself, as distinct from the licensing of Archives in the ordinary course;
• use the Platform in any manner that violates any applicable law, including export-control, sanctions, or anti–money laundering law.

10.1On-chain anchoring. The Company causes a reference to each consummated License Agreement to be written to the Solana blockchain as part of the transaction-settlement workflow. The Licensee acknowledges that the On-Chain Record is public, immutable, and not subject to deletion by any party (including the Company).

10.2Evidentiary value. The On-Chain Record, taken together with the License Agreement and the Manifest, is intended to constitute prima facie evidence of the existence, parties, scope, and consideration of the relevant transaction. The Company makes no representation as to admissibility in any particular forum.

10.3Personal data on chain. The On-Chain Record contains identifiers and aggregate values (including License identifier, Manifest hash, fee split, and timestamp) but does not contain personal data of the kind that would, alone, identify a natural person. Notwithstanding the foregoing, the immutability of the chain means that information once written cannot be erased. By transacting on the Platform, the Licensee acknowledges and accepts this limitation.

11.1As-is. Save for warranties that cannot be excluded under applicable law, the Platform is made available on an "as is" and "as available" basis. The Company expressly disclaims all warranties, conditions, and other terms, whether express or implied, including (without limitation) any implied warranty or condition of satisfactory quality, fitness for a particular purpose, accuracy, completeness, non-infringement, and uninterrupted availability.

11.2No vetting of Archives. The Company applies ownership-verification procedures but does not independently audit the factual accuracy or completeness of any Archive. The Licensee shall rely on its own diligence, including (where appropriate) sampling and independent verification.

11.3No financial or legal advice. No content, document, or output made available through the Platform constitutes financial, investment, tax, or legal advice. Users should obtain independent professional advice as appropriate to their circumstances.

12.1Excluded losses. To the maximum extent permitted by applicable law, the Company shall not be liable to any User, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any (a) loss of profit, revenue, business, business opportunity, anticipated savings, or goodwill; (b) loss of or corruption of data; or (c) indirect, special, consequential, exemplary, or punitive loss, in each case arising out of or in connection with the Agreement.

12.2Aggregate cap. Subject to Section 12.3, the Company's total aggregate liability arising out of or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the greater of (a) the total Platform Fees retained by the Company in respect of the relevant User during the twelve (12) months immediately preceding the event giving rise to the claim, and (b) one hundred United States Dollars (USD 100).

12.3Non-excludable liability. Nothing in the Agreement excludes or limits the liability of any party for (a) death or personal injury caused by negligence, (b) fraud or fraudulent misrepresentation, or (c) any other liability that cannot be excluded or limited under applicable law.

You shall indemnify, defend, and hold harmless the Company and its officers, employees, and agents from and against any third-party claim, action, proceeding, loss, liability, damage, cost, or expense (including reasonable legal fees) arising out of or in connection with (a) your breach of these Terms or any License Agreement to which you are party; (b) any Content you upload, list, transmit, or license through the Platform; (c) any wilful misconduct, fraud, or violation of applicable law by you in connection with the Platform; or (d) any claim that your Content or your use of the Platform infringes the rights of a third party.

14.1By the User. You may terminate your Account at any time by following the account-closure procedure in your dashboard. Termination does not relieve you of obligations accrued prior to termination, including obligations under License Agreements then in force.

14.2By the Company. The Company may, on written notice (which may be by email), suspend or terminate your Account, in whole or in part, with immediate effect where (a) you are in material breach of these Terms and, if the breach is capable of remedy, fail to remedy the breach within fourteen (14) days of notice; (b) the Company is required to do so by applicable law, regulation, or order of a competent authority; or (c) the Company reasonably believes that continued provision of the Platform to you would expose the Company or another User to material risk.

14.3Effect. Termination of an Account does not, of itself, terminate any License Agreement then in force, which shall continue in accordance with its terms. Provisions of these Terms which by their nature should survive termination (including Sections 8, 10, 11, 12, 13, 15, and 16) shall so survive.

15.1Governing law. The Agreement and any dispute or claim (including non- contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

15.2Jurisdiction. Subject to Section 15.3, each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement.

15.3Good-faith negotiation. Prior to commencing any proceeding, the parties shall attempt to resolve the dispute through good-faith negotiation, by written notice setting out the matter in dispute, for a period of not less than thirty (30) days from the date of such notice.

15.4Equitable relief. Nothing in this Section 15 shall prevent any party from seeking interim or injunctive relief in any court of competent jurisdiction in respect of any actual or threatened infringement of its intellectual-property rights or other proprietary rights.

16.1Entire agreement. The Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior agreements, representations, and understandings, whether written or oral.

16.2No reliance. You acknowledge that, in entering into the Agreement, you do not rely on any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in the Agreement.

16.3No waiver. No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy.

16.4Severability. If any provision of the Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable, or, if such modification is not possible, the relevant provision shall be deemed deleted, without affecting the validity and enforceability of the remaining provisions.

16.5Assignment. You may not assign, transfer, or sub-contract any of your rights or obligations under the Agreement without our prior written consent. We may assign the Agreement, in whole or in part, in connection with a merger, acquisition, or sale of substantially all of the assets of the Company, on written notice.

16.6Third parties. A person who is not a party to the Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement.

16.7Force majeure. Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under the Agreement if such delay or failure results from events, circumstances, or causes beyond its reasonable control.

16.8Notices. Notices to the Company shall be sent to legal@archivebay.io. Notices to a User shall be sent to the email address registered with the User's Account.

The Platform is operated by ArchiveBay. For legal correspondence, including notices under Section 16.8 and takedown notices under Section 8.4, write to legal@archivebay.io. For privacy correspondence, see the Privacy Policy.