Last Modified: October 28, 2024
These Terms and Conditions ("Agreement") is a binding contract between You ("Customer", "Authorized User", "Client", "Artist", "you", or "your") and Leyline Technologies Inc. ("Provider", "Leyline", "we", "our", or "us"). This Agreement governs your access to and use our website, marketplace, social platform, related webpages, products, and services, which may you desire to access.
WHEREAS, Leyline Technologies Inc. (hereinafter referred to as "Leyline") operates an online platform that facilitates the provision of various services related to digital media, including but not limited to facilitating the marketing, purchase, and/or sale of creative products or projects, invoicing, payment, and dispute resolution services (collectively, the "Services"), to users of its platform;
WHEREAS, Leyline, a Delaware corporation, and utilizes third-party services for the purpose of facilitating the delivery, holding, and receipt of payment for projects, and the payment of fees to Leyline, in accordance with the terms of this Agreement and applicable Deposit Instructions;
WHEREAS,
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree to the terms and conditions set forth in this Agreement.
means any individual or entity that creates, designs, or produces creative works in digital media, including but not limited to graphics, animations, audio, and video content through the use of Leyline's platform.
means any individual, company, or entity that submits, posts, or otherwise provides digital artistic projects on the Platform for completion by an Artist.
means "Artist" and "Clients" collectively.
means any specific task, job, or work including but not limited to digital artistic projects, that is submitted, posted, or otherwise provided on the Platform by a Client for completion by an Artist, which will be subject to Leyline's User Agreement.
means any valid and legal means of payment that a User provides and authorizes for the purpose of conducting transactions on the Platform. This includes, but is not limited to, credit cards, debit cards, bank transfers, and any other electronic or digital forms of payment accepted by Leyline Technologies Inc.
means the mutually agreed upon terms and conditions between a Client and an Artist for completing a Project, which terms and conditions include, without limitation, the scope of work to be performed, the compensation to be paid, the timeline for completion of the Project, and any other terms deemed necessary by the parties. A Service Contract may be established in a written or electronic format and is formed upon the acceptance of a Project proposal by a Client, either through an Hourly or Fixed-Price arrangement, as facilitated and recorded on Leyline's platform.
Leyline, in its capacity as a facilitator of digital media services, acts as the business of record for transactions conducted on its platform. It is important to note that Leyline does not directly handle payment processing duties and obligations. Instead, Leyline partners with third-party payment processors, such as Stripe, Inc., to manage the secure delivery, holding, and receiving of payments for projects completed through its platform.
This collaboration allows Leyline to focus on providing and improving the range of services offered to Users, including but not limited to marketing, invoicing, reporting, payment facilitation, and dispute resolution services, while entrusting the specialized task of payment processing to experienced third parties. As the business of record, Leyline oversees the overall transaction process, ensuring that payments made by Clients are appropriately credited to Artists' accounts in accordance with the terms set forth in this Agreement and the applicable payment instructions provided by the Service Contract. Leyline's role as the business of record underscores its commitment to maintaining a transparent and efficient for all transactions on its platform, leveraging the expertise of third-party payment processors to handle the technical and regulatory complexities associated with payment processing.
Artists agree to pay Leyline a Service Fee for the use of the Services (including marketing, invoicing, reporting, payment, and dispute resolution services), as set forth herein (the "Service Fees"). Artist is responsible for paying all Service Fees.
When a Client pays an Artist for a Project or when funds related to a Project are otherwise released to an Artist as required by the applicable payment instructions, Leyline will credit the Artist Account for the full amount paid or released by the Client, and then subtract and disburse to Leyline the Service Fee. Artist hereby irrevocably authorizes and instructs Leyline to deduct the Service Fee from the Artist Deposit Account and pay Leyline on Artist's behalf. If Artist chooses to withdraw funds in a currency other than U.S. dollars, Leyline (or an affiliate) will impose a foreign currency conversion charge, and the rate may differ from rates that are in effect on the date of the payment. You may be able to obtain a better rate from your bank or financial institution.
The Service Fee will be as defined in the Fee Schedule.
Leyline Fees are exclusive of taxes. Leyline may be required by applicable law to collect or pay certain taxes or levies, including income tax or VAT (which some jurisdictions refer to as GST or local sales taxes). The collection and withholding requirements and rates may change based on changes to the law in your area. Any amounts Leyline is required or permitted to collect or withhold for the payment of any such taxes shall be collected or withheld in addition to the fees owed to Leyline under the User Agreement.
Leyline utilizes Stripe, Inc. to deliver, hold, and receive payment for a Project, and to pay fees to Leyline ("Payment Processing Services"). Leyline will receive and release funds into the Artist account only in accordance with this Agreement and the applicable payment instructions of the subject Service Contract. Leyline and our Affiliates are not banks.
By utilizing the Platform to pay or receive payment for services rendered, you are acknowledging and accepting the Terms and Conditions of Stripe, Inc., as outlined by Stripe. This acceptance forms part of your agreement to engage in transactions facilitated by Leyline Technologies Inc., under which Stripe, Inc. is designated as the approved payment processor. Your participation in such transactions signifies your agreement to be bound by Stripe's terms and conditions, in addition to those set forth in this Agreement.
If you are an Artist and you request payment related to an Hourly Contract or the release of funds from a Fixed-Price Contract, you hereby appoint Leyline as your agent to obtain funds on your behalf and credit them to your account. Because Leyline is Artist's agent, Artist must, and hereby does, fully discharge and credit Artist's Client for all payments and releases of funds that Leyline receives on Artist's behalf from or on behalf of such Client.
We only agree to perform such duties as are expressly set forth in this Agreement, the applicable payment instructions, Service Contract, Terms of Service and/or User Agreement, and no other duties will be implied. We have no liability under, and no duty to inquire as to, the provisions of any agreement, other than the Terms of Service (including this Agreement and the applicable payment instructions). We will be under no duty to inquire about or investigate any agreement or communication between Client and Artist, even if posted to the Site.
We have the right to rely upon, and will not be liable for relying on, any written notice, instruction, or request furnished to us by Client or Artist in accordance with this Agreement or the applicable payment instructions, if we reasonably believe that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties. We have no duty to inquire about or investigate the validity, accuracy, or content of any such notice, instruction, or request. We have no duty to solicit any payments or releases that may be due to you.
We may execute any of our powers and perform any of our duties under this Agreement and the applicable payment instructions directly or through agents or attorneys (and will be liable only for the careful selection of any such agent or attorney) and may consult with counsel, accountants, and other skilled persons to be selected and retained by us. If we are uncertain as to our duties or rights under this Agreement or receive instructions, claims, or demands from any party to this Agreement that, in our opinion, conflict with any of the provisions of this Agreement or the applicable payment instructions, we will be entitled to refrain from taking any action, and our sole obligation will be to keep safely all property held another account until we are directed otherwise in writing by Client and Artist or by a final order or judgment of an arbitrator or court of competent jurisdiction.
Artist will invoice Client for Artist Fees on a weekly basis through the Leyline platform, and Client will pay invoices consistent with the payment instructions of the Service Contract. When Client approves an Hourly Invoice for an Hourly Contract, Client automatically and irrevocably authorizes and instructs Leyline or its affiliates to charge Client's Payment Method for the Artist Fees.
Client becomes obligated to pay applicable amounts after seven (7) days of milestone submissions if such submission is not timely rejected. When Client authorizes the payment of the Artist Fees for a Fixed-Price Contract, Client automatically and irrevocably authorizes and instructs Leyline to charge Client's Payment Method for the Artist Fees.
Client acknowledges and agrees that for both Hourly Contracts and Fixed-Price Contracts, failure by Client to decline or dispute an invoice or request for payment is an authorization and instruction to process payment.
If an Artist that is located outside of the United States is not able to receive funds due to economic sanctions applicable to Leyline or our payment processing partners, or due to Leyline's payment processing partners' refusal to service certain geographic areas, Leyline will return the funds to the Client.
Except as expressly provided in the User Agreement or as prohibited by applicable law, Leyline may refuse to process, may hold the disbursement of the Artist Fees or any other amounts and offset amounts owed to us, or take such other actions as we deem appropriate in our sole discretion if:
If, after investigation, we determine that the hold on the disbursement of the Artist Fees is no longer necessary, Leyline will release the hold as soon as practicable.
In addition, except as expressly provided in the Terms of Service and to the extent permitted by applicable law, we reserve the right to seek reimbursement from you, and you will reimburse us, if we:
You agree that we have the right to obtain such reimbursement by instructing Leyline (and Leyline will have the right) to charge your account(s), offset any amounts determined to be owing, deduct amounts from future payments or withdrawals, charge your Payment Method, or use other lawful means to obtain reimbursement from you. If we are unable to obtain such reimbursement, we may, in addition to any other remedies available under applicable law, temporarily or permanently revoke your access to the Services and close your Account.
If Client is in "Default", meaning the Client fails to pay the Artist Fees or any other amounts when due under this Agreement, User Agreement, or a written agreement for payment terms incorporating the User Agreement (signed by an authorized representative of Leyline), Leyline will be entitled to the remedies described in this Section 6.4 in addition to such other remedies that may be available under applicable law or in such written agreement.
For the avoidance of doubt, Client will be deemed to be in default on the earliest occurrence of any of the following:
If Client is in default, we may, without notice, temporarily or permanently close Client's Account and revoke Client's access to the Services, including Client's authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Artist Services from other Users through the Site. However, Client will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Client's Account as a result of the default.
Without limiting other available remedies, Client must pay Leyline upon demand for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys' fees and other costs of collection to the extent permitted by applicable law.
At our discretion and to the extent permitted by applicable law, Leyline, Leyline or its other Affiliates may, without notice, charge all or a portion of any amount that is owed to any Payment Method on file on the Client's Account; set off amounts due against other amounts received from Client or held by for Client by Leyline, Leyline or another Affiliate; make appropriate reports to credit reporting agencies and law enforcement authorities; and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.
Leyline does not guarantee that Client is able to pay or will pay Artist Fees, and Leyline is not liable for and may reverse Artist Fees if Client is in default or initiates a chargeback of funds with their financial institution. Artist may use the dispute process as described in the User Agreement in order to recover funds from Client in the event of a default or may pursue such other remedies against Client as Artist chooses. If Leyline recovers funds from a Client who initiated a chargeback or who is in default, Leyline will disburse any portion attributable to Artist Fees to the applicable Artist to the extent not already paid by Client or credited by Leyline.
Client acknowledges and agrees that Leyline or its affiliates may charge or debit Client's designated Payment Method for the Artist Fees. Once Leyline charges or debits the Client's designated Payment Method for the Artist Fees, the charge or debit is non-refundable, except as by applicable law. Client also acknowledges and agrees that the User Agreement provide a dispute resolution process as a way for Client to resolve disputes.
To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to chargeback any Artist Fees or other fees charged. A chargeback in breach of this obligation is a material breach of this Agreement. If Client initiates a chargeback in violation of this Agreement, Client agrees that Leyline or its affiliates Leyline may dispute or appeal the chargeback, institute collection action against Client, close Client's account, and take such other action it deems appropriate.
In order to use certain Services, Users must provide account information for at least one valid Payment Method. Certain Services, as indicated on the Platform from time to time, may require Users to provide a backup Payment Method.
As a Client or Artist, you hereby authorize Leyline to run credit card authorizations on all credit cards provided by Client or Artist, and to charge Client or Artist's credit card (or any other Payment Method) for the Artist Fees or Service Fees and any other amounts owed under the this or the User Agreement. If your primary Payment Method fails, you authorize us to charge your backup Payment Method for any amounts due. To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your Payment Method information.
By providing Payment Method information through the Platform or by authorizing payments with the Payment Method, you represent that:
When you authorize a payment using a Payment Method via the Platform, you represent that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other User Agreement cannot be collected from Client or Artist's Payment Method(s), Client or Artist is solely responsible for paying such amounts by other means.
Leyline is not liable to any User if Leyline does not complete a transaction as a result of any limit by applicable law or your financial institution, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. Leyline will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement and any applicable payment instructions.
If opting into our Subscription Model ("Subscription"), you ("Client" or "Artist") agree to subscribe to the ongoing use of Leyline Technologies Inc.'s Services (the "Services") for a predefined subscription term, which shall be automatically renewed for subsequent terms of equal length unless you provide notice of cancellation as set forth herein. You hereby authorize automatic payment of the subscription fee (the "Subscription Fee") from your designated Payment Method at the beginning of each subscription term.
The initial subscription term shall commence on the date you agree to these terms and shall continue for the period selected at the time of subscription. Unless you cancel your Subscription at least thirty (30) days before the end of the current subscription term, your Subscription will automatically renew for an additional term of equal length, and the applicable Subscription Fee will be automatically charged to your designated Payment Method.
By agreeing to this Subscription Model, you authorize Leyline Technologies Inc. to automatically charge the Subscription Fee to the Payment Method you have provided at the beginning of your initial subscription term and at the beginning of each renewal term, without further authorization from you, until you cancel your Subscription. You acknowledge and agree that the amount of the Subscription Fee may be subject to change; however, any changes to the Subscription Fee will be communicated to you at least thirty (30) days in advance of your next subscription renewal.
You may cancel your Subscription at any time by providing at least thirty (30) days' written notice before the end of the current subscription term. Upon cancellation, you will not be charged for any subsequent subscription term, but you will not receive a refund for any portion of the Subscription Fee paid for the current term.
If any Subscription Fee is not paid in a timely manner, or we are unable to process your transaction using the Payment Method provided, we reserve the right to suspend or terminate your access to the Services immediately and without notice. You agree to update your Payment Method information promptly in the event that it changes or is no longer valid.
The Services provided by Leyline Technologies Inc. operate exclusively in U.S. Dollars. No currency exchange rates will be displayed or provided by Leyline, its affiliates, or through the Platform. By engaging with the Services, Users acknowledge and accept that all financial transactions, including but not limited to payments, disbursements, and fees, will be conducted in U.S. Dollars.
Users are hereby put on notice and are fully aware that they bear the responsibility for any currency conversion or related fees that may be incurred when engaging in transactions that require the conversion of funds from a currency other than U.S. Dollars to U.S. Dollars. This includes understanding and accepting any risks, fees, or costs associated with such currency conversion which may be applied by the User's bank, financial institution, or payment method provider. Leyline and its affiliates disclaim any and all liability for currency conversion rates, changes, or fees that a User's payment method provider may apply.