Terms and Conditions

As used in these Terms, the following terms have the meanings set forth below:

• "Client" means any organization or business entity that registers for and uses the EarnMark Platform to issue digital certificates to Recipients.
• "Recipient" means an individual designated by a Client to receive a digital certificate issued through the EarnMark Platform.
• "Platform" means EarnMark's proprietary web-based software and infrastructure used to create, issue, manage, and verify digital certificates.
• "Certificate" means a blockchain-backed digital credential minted by EarnMark on the Solana blockchain on behalf of a Client.
• "Minting Wallet" means the custodial Solana blockchain wallet address assigned to a Client by EarnMark for the purpose of issuing Certificates.
• "Recipient Data" means personal information about Recipients submitted by a Client to EarnMark for the purpose of Certificate issuance, including names, email addresses, and credential details.
• "Services" means the EarnMark Platform, website, APIs, verification portal, and all related services and features provided by EarnMark.

To use the Services, you must:

• Be at least 18 years of age.
• Have the legal capacity to enter into a binding agreement under the laws of your jurisdiction.
• Not be prohibited from receiving services under applicable law.
• If registering on behalf of a Client organization, have the authority to bind that organization to these Terms.

By using the Services, you represent and warrant that you meet all of the above eligibility requirements. EarnMark reserves the right to terminate accounts where eligibility requirements are not met.

3.1 Client Accounts

To access the Platform and issue Certificates, Client organizations must register for an account by providing accurate, complete, and current information. Clients are responsible for:

• Maintaining the confidentiality of all account credentials and access tokens.
• All activity that occurs under their account, whether or not authorized.
• Notifying EarnMark immediately at information@earnmark.com upon becoming aware of any unauthorized access to their account.
• Keeping account registration information current and accurate at all times.

3.2 Recipient Portal Access

Recipients access their Certificates through the EarnMark portal using their email address and a one-time password (OTP) sent to that email. Recipients do not create traditional password-protected accounts. Recipients are responsible for maintaining the security of their email account, as email access is the primary authentication method for the Recipient portal.

3.3 Account Integrity

EarnMark reserves the right to suspend or terminate any account that provides false, inaccurate, or misleading registration information, or that is associated with fraudulent or prohibited activity.

4.1 Permitted Use

You may use the Services only for lawful purposes and strictly in accordance with these Terms. The Services are designed to enable Client organizations to issue verifiable digital credentials to their employees, trainees, or other designated adult individuals.

4.2 Prohibited Activities

You agree that you will NOT:

• Use the Services for any fraudulent, deceptive, or illegal purpose.
• Submit false, inaccurate, or fabricated credential information for Certificate issuance.
• Issue Certificates to individuals under the age of 18.
• Attempt to gain unauthorized access to any portion of the Platform, other users' accounts, or EarnMark's backend systems.
• Interfere with, disrupt, or degrade the operation of the Platform or the Solana blockchain network.
• Reverse engineer, decompile, or attempt to extract the source code of the Platform.
• Use the Services in any manner that could damage, disable, overburden, or impair the Platform.
• Reproduce, distribute, or create derivative works of any Platform content without written permission from EarnMark.
• Violate any applicable local, state, national, or international law or regulation.

5.1 NFT Certificate Issuance

EarnMark issues digital Certificates as non-fungible tokens (NFTs) on the Solana public blockchain on behalf of Client organizations. By submitting Recipient Data and requesting Certificate issuance, Clients authorize EarnMark to mint Certificates using the Client's assigned Minting Wallet.

5.2 Client Responsibility for Recipient Data

Clients are solely responsible for the accuracy, completeness, and legitimacy of all Recipient Data submitted to the Platform. EarnMark does not independently verify the accuracy of credential information submitted by Clients. Clients represent and warrant that they have all necessary rights and consents to submit Recipient Data to EarnMark and to authorize the issuance of Certificates to the identified Recipients.

5.3 Blockchain Immutability

Once a Certificate is minted on the Solana blockchain, the on-chain record is permanent and cannot be altered, removed, or deleted by EarnMark, the Client, the Recipient, or any other party. Clients understand and accept this immutability as an inherent characteristic of blockchain technology before authorizing any Certificate issuance.

5.4 Privacy-by-Design

EarnMark's Platform is designed so that no personally identifiable information is stored on any public blockchain. On-chain records contain only non-identifiable cryptographic identifiers. All personal Recipient information is stored exclusively in EarnMark's secure, encrypted off-chain systems.

5.5 Minting Wallet Custody

The Minting Wallet assigned to each Client is owned and held in custody by EarnMark on behalf of the Client. Clients do not have direct access to or control of the private keys associated with their Minting Wallet. Minting Wallets are not transferable to Clients upon account termination.

6.1 Subscription Plans

Access to the Platform is available on a subscription basis. Current subscription plans, pricing, and included mint volumes are described on the EarnMark website. EarnMark reserves the right to modify subscription pricing upon thirty (30) days' written notice to active Clients.

6.2 Overage Fees

Certificate issuances that exceed a Client's included monthly mint volume are subject to per-mint overage fees at the rate applicable to the Client's subscription plan. Overage fees are billed at the end of each billing cycle.

6.3 Payment Processing

All fees are billed in U.S. dollars and processed via credit card through EarnMark's third-party payment processor(s). Users are not required to hold cryptocurrency to use the Services. EarnMark does not store, transmit, or have access to full credit card numbers, CVV codes, or other sensitive payment card data on its own systems.

6.4 Non-Payment

If payment is not received within thirty (30) days of the invoice due date, EarnMark may suspend the Client's account and minting access until all outstanding fees are paid. EarnMark reserves the right to terminate accounts with overdue fees after written notice.

6.5 No Refunds

All fees paid to EarnMark are non-refundable except as required by applicable law or as expressly agreed in writing by EarnMark. Fees paid for minted Certificates are non-refundable regardless of errors in Recipient Data submitted by the Client.

7.1 EarnMark's IP

EarnMark and its licensors own all intellectual property rights in and to the Platform, including but not limited to software, code, design, trademarks, logos, and documentation. Nothing in these Terms grants you any ownership interest in the Platform or EarnMark's intellectual property.

7.2 Client Content License

Content you upload to the Platform, including organization names, logos, credential templates, and Recipient Data, remains your property. By uploading content to the Platform, you grant EarnMark a limited, non-exclusive, royalty-free license to use, process, store, and display such content solely to the extent necessary to provide the Services.

7.3 Feedback

If you provide EarnMark with feedback, suggestions, or ideas regarding the Services, EarnMark may use such feedback without restriction or compensation to you.

EarnMark's collection, use, and protection of personal data is governed by the EarnMark Privacy Policy, which is incorporated into these Terms by reference. By using the Services, you agree to the terms of the Privacy Policy.

EarnMark implements industry-standard security measures to protect user data and platform infrastructure, including encryption of data in transit and at rest, secure custodial key management for blockchain wallets, role-based access controls, OTP-based authentication, and regular security assessments.

However, no system can guarantee absolute security. You acknowledge that your use of the Services involves some inherent risk. You are responsible for maintaining the security of your account credentials and your email account used for OTP authentication.

EarnMark's certificate issuance relies on the Solana public blockchain, a decentralized network that is not controlled by EarnMark. You acknowledge and agree that EarnMark is not responsible for:

• Solana network outages, congestion, slowdowns, or technical failures.
• Increases in Solana blockchain transaction fees ("gas fees") due to network conditions.
• Protocol upgrades, forks, or other changes to the Solana network implemented by its developers.
• Regulatory actions by any government authority affecting the Solana network, NFTs, or blockchain technology generally.
• Loss of access to on-chain records due to circumstances beyond EarnMark's reasonable control.

Such events are treated as Force Majeure events under these Terms and do not constitute a breach of EarnMark's obligations.

10.1 Termination by EarnMark

EarnMark may suspend or terminate your account, with or without notice, for any of the following reasons:

• Violation of these Terms or EarnMark's Privacy Policy.
• Submission of fraudulent, inaccurate, or unauthorized Certificate requests.
• Non-payment of fees after 30 days' notice.
• Suspected security breach or unauthorized use of the account.
• Any use of the Platform for illegal or harmful purposes.

10.2 Termination by Client

Client organizations may terminate their account at any time by providing written notice to EarnMark at information@earnmark.com. All outstanding fees remain due and payable upon termination.

10.3 Wind-Down Period

Upon any termination of a Client account:

• EarnMark will immediately freeze the Client's Minting Wallet — no new Certificates will be issued.
• EarnMark will retain custody of the Minting Wallet and Collection Address. These are not transferable to the Client upon termination.
• Existing Certificates already minted on the Solana blockchain remain permanently on-chain, as the blockchain record cannot be deleted.
• EarnMark will maintain Recipient access to existing Certificates through the portal for a Wind-Down Period of twenty-four (24) months from the termination date, unless otherwise agreed in writing.
• Clients are solely responsible for notifying their Recipients of the termination and Wind-Down Period, and for advising Recipients to preserve their Certificate information before the Wind-Down Period ends.
• Following the Wind-Down Period, EarnMark will retire the Client's collection from the Platform and securely delete all off-chain personal data associated with that Client's account.

10.4 Recipient Account Termination

Recipients may request deletion of their off-chain personal data at any time by contacting information@earnmark.com. Such deletion does not and cannot affect the permanent on-chain Certificate record on the Solana blockchain.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EARNMARK AND ITS MEMBERS, OFFICERS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF EARNMARK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EARNMARK'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING UNDER THESE TERMS SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY YOU TO EARNMARK IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00).

WITHOUT LIMITING THE FOREGOING, EARNMARK IS NOT LIABLE FOR: (A) ERRORS IN CERTIFICATE DATA SUBMITTED BY CLIENTS; (B) PERMANENT ON-CHAIN RECORDS RESULTING FROM CLIENT-AUTHORIZED MINTING; (C) SOLANA NETWORK OUTAGES OR FAILURES; (D) REGULATORY ACTIONS AFFECTING NFTS OR BLOCKCHAIN TECHNOLOGY; (E) LOSS OF RECIPIENT EMAIL ACCESS PREVENTING PORTAL LOGIN; OR (F) ACTIONS OR OMISSIONS OF THIRD-PARTY PAYMENT PROCESSORS.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

EARNMARK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. EARNMARK MAKES NO WARRANTY REGARDING THE SOLANA BLOCKCHAIN NETWORK OR ANY THIRD-PARTY SYSTEMS INTEGRATED WITH THE PLATFORM.

You agree to indemnify, defend, and hold harmless EarnMark, its members, officers, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of or access to the Services.
• Your violation of these Terms.
• Your violation of any applicable law or regulation.
• Any Recipient Data you submit to the Platform, including errors, inaccuracies, or unauthorized submissions.
• Any claim by a third party arising from your use of the Services.

These Terms are governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of laws principles.

Any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or validity thereof, that cannot be resolved informally through good-faith negotiation shall be finally resolved by binding arbitration administered in Sheridan, Wyoming, under the Commercial Arbitration Rules of the American Arbitration Association (AAA). The arbitration shall be conducted by a single arbitrator. The award rendered shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

EarnMark reserves the right to update or modify these Terms at any time. When we make material changes, we will:

• Update the "Last Updated" date at the top of these Terms.
• Notify active Clients by email at the address associated with their account.
• Post a notice on the EarnMark Platform and website.

Your continued use of the Services following notice of any changes constitutes your acceptance of the updated Terms. If you do not agree to the updated Terms, you must discontinue use of the Services.

16.1 Entire Agreement

These Terms, together with the EarnMark Privacy Policy and any signed Vendor Agreement, constitute the entire agreement between you and EarnMark with respect to the Services and supersede all prior agreements and understandings.

16.2 Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the remaining Terms remain in full force and effect.

16.3 Waiver

EarnMark's failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.

16.4 Assignment

You may not assign or transfer your rights or obligations under these Terms without EarnMark's prior written consent. EarnMark may assign these Terms without restriction in connection with a merger, acquisition, or sale of assets.

16.5 Force Majeure

EarnMark shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to blockchain network failures, acts of God, natural disasters, government actions, or third-party service outages.

If you have any questions, concerns, or requests regarding these Terms, please contact us: