Terms of Service

1. Introduction

1.1 Welcome to Mida Labs s.r.l.
These Terms of Service (“ToS” or “Agreement”) govern your use of the Spark Node service (the “Service”), operated by Mida Labs s.r.l., an Italian company located at Via S. Leonardo, 81, 80044 Ottaviano (NA), Italy, VAT/P.IVA: 10768521212 (“Mida Labs,” “we,” “us,” or “our”).

1.2 Acceptance of Terms: By accessing or using the Service in any manner, you acknowledge that you have read, understood, and agree to be bound by these ToS. If you do not agree with any part of these ToS, you must not use the Service.

1.3 Language: These ToS are provided in English. If any translation is provided, it is for reference only. In case of inconsistencies, this English version shall prevail.

1.4 Users Acting as Businesses or Consumers: Depending on your country of residence and local laws, you may be using our Service either as a business (“B2B”) for professional or commercial purposes, or as a consumer (“B2C”) using our Service primarily for personal, family, or household purposes. If you are a consumer, please note that certain clauses in this Agreement may be limited by applicable mandatory consumer protection laws. If any user falsely declares they are acting as a professional while actually acting as a consumer (or vice versa), Mida Labs disclaims any responsibility for the consequences of such misrepresentation.

1.5 Privacy & Cookie Policy: For information regarding how we collect, store, and process personal data, please review our Privacy & Cookie Policy, which is incorporated herein by reference.

2. Description of the Service

2.1 Spark Node: Spark Node is a private Solana Remote Procedure Call (“RPC”) endpoint accessible to holders of a specific Non-Fungible Token (“NFT”) collection on the Solana blockchain. Users holding the required NFT and paying a monthly subscription fee (see Section 5) may whitelist certain IP addresses to access the Spark Node.

2.2 Website and Dashboard: Access to the Spark Node is managed through our website, which serves as a landing page and provides a user dashboard (the “Dashboard”). The Dashboard allows you to:

• Pay your monthly subscription on-chain (in USDC) through a third-party payment provider (currently hel.io).
• Manage your whitelisted IP addresses for Spark Node access.
• Connect your Solana wallet(s) via a signature-based authentication.
• View the expiration dates of the NFTs you hold in the relevant collection.

2.3 Third-Party Services: We rely on third-party services for payment processing, analytics, hosting, and other functionalities. We do not control these third parties, and they may have their own terms and policies. Mida Labs disclaims any liability arising from such third-party services, except as mandated by applicable law.

3. Eligibility and User Representations

3.1 Legal Age and Capacity: You represent and warrant that you have reached the age of legal majority under the laws of your jurisdiction and that you have the legal capacity to enter into a binding contract. Mida Labs is not responsible for verifying the age of any user and disclaims liability for any user who misrepresents their age.

3.2 NFT and Cryptocurrency Requirements: Use of the Service requires possession of the required NFT from the designated collection on the Solana blockchain and the ability to pay the monthly subscription fee in USDC (or any other cryptocurrency we may accept in the future), processed on-chain via our payment provider. You must also comply with any local laws or regulations concerning the purchase, holding, and trading of NFTs or cryptocurrency.

3.3 Prohibited Jurisdictions: You may not use the Service if such use is prohibited by the laws of your jurisdiction or by any other applicable laws and regulations. It is your responsibility to ensure your compliance with the legal requirements of your country of residence.

4. NFT-Based Subscription Model

4.1 Subscription Linked to NFT: Your monthly subscription is tied to the NFT you hold from the applicable collection. Once you pay the monthly subscription fee for a specific NFT, the subscription is valid only for that NFT.

4.2 Transfer of NFT: If you sell or otherwise transfer an NFT that still has a valid subscription period, the new holder will inherit any remaining subscription period. Conversely, if you acquire another NFT, you must pay a new subscription fee to activate Spark Node access for that newly acquired NFT.

4.3 No Automatic Renewal: Payments are not automatically withdrawn. You must manually renew your subscription each month on-chain. We may, at our discretion, send you a reminder via Discord direct message or other means, but it remains your responsibility to renew promptly.

4.4 No Liability for NFT Market Risks: Mida Labs is not responsible for any fluctuations in the market value of NFTs, erroneous or fraudulent transactions on external NFT marketplaces, or any other risks inherent in blockchain transactions.

5. Payment and Refund Policy

5.1 Payment Processing: All subscription payments are processed on-chain in USDC via hel.io) or any similar service we designate. Mida Labs does not automatically charge your wallet; you must initiate each transaction manually.

5.2 No Refund Policy: Except where otherwise required by law, all payments are final and non-refundable once the Spark Node service has been accessed. Mida Labs does not provide refunds for any unused portion of a subscription, nor in the event you sell your NFT or fail to use the Service.

5.3 Consumer Right of Withdrawal (EU B2C Users): If you are a consumer residing in the European Union, you may have a statutory right to withdraw from a distance contract within 14 days (the “cooling-off period”), unless one of the legal exceptions applies under Article 59 of the EU Consumer Rights Directive.
Digital Services Exception: Our Service may qualify as a digital service provided immediately upon your payment and NFT validation. If you expressly consent to the immediate supply of the Service and acknowledge that you lose your right of withdrawal once the Service begins, you cannot exercise the 14-day withdrawal right. In the event you do not consent to immediate supply, your access to the Service will be suspended until after the cooling-off period or until you explicitly waive your withdrawal right.

5.4 Effect of Withdrawal: If, prior to accessing the Spark Node, you validly exercise your right of withdrawal, any payment you have made will be refunded in accordance with our internal procedures and applicable law. However, once the Service is activated, the “No Refund Policy” in Section 5.2 applies unless otherwise mandated by law.

5.5 Complaints and Exceptions: Notwithstanding the above, Mida Labs may, at its sole discretion, review individual refund requests on a case-by-case basis. Users may open a support ticket in our Discord server or email us at legal@midalabs.xyz with any complaints or unusual circumstances.

6. User Dashboard and Login via Discord

6.1 Discord Authentication: To access the Dashboard, you must log in via Discord OAuth. By doing so, you grant us permission to collect certain data from your Discord account, such as username, unique ID, and (temporarily) your email address for billing purposes.

6.2 Data Collection and Use: We store in our database your Discord username, Discord ID, wallet addresses (connected via a signed message), and whitelisted IP addresses. Your email address from Discord is accessed but not stored persistently in our database. It is used solely for billing and invoicing. We do not use your data for marketing or promotional purposes. Our servers and databases are hosted in the United States. If you reside in the EU, your personal data may be transferred and processed outside the European Economic Area. Please refer to our Privacy & Cookie Policy for further details.

6.3 IP Whitelisting: You may whitelist specific IP addresses to access the Spark Node. Only requests originating from whitelisted IP addresses can access the Service. You are solely responsible for the accuracy of the whitelisted IP addresses.

6.4 Session Management: We use session cookies and server-side checks to maintain your login status. Sessions may expire automatically after a certain period of inactivity, and you may be required to log in again.

7. Prohibited Uses

You agree not to use the Spark Node or any associated services for any illegal, fraudulent, or unauthorized purpose, including but not limited to:

• Engaging in or facilitating money laundering, terrorist financing, or other illicit financial activities.
• Hacking, phishing, or other forms of cyberattacks against any network or user.
• Violating any applicable laws or regulations, including intellectual property laws or privacy/data protection laws.
• Infringing or misappropriating the rights of any third party.

Mida Labs reserves the right to suspend or terminate your access to the Service immediately if it suspects or detects prohibited use.

8. Service Availability and Disclaimers

8.1 Service Interruptions: The Service may be interrupted for scheduled or emergency maintenance, upgrades, repairs, or failures of network or equipment. While we strive to maintain high availability, we do not guarantee uninterrupted or error-free operation.

8.2 No Warranty: To the fullest extent permitted by law, the Service is provided on an “as is” and “as available” basis without warranties of any kind, whether express or implied, including warranties of merchantability, fitness for a particular purpose, non-infringement, or accuracy of data.
Consumer Notice (B2C Users): Nothing in these ToS shall exclude, restrict, or modify any guarantee, warranty, term, or condition, right, or remedy implied or imposed by applicable consumer protection legislation that cannot be lawfully excluded or limited.

8.3 Blockchain and NFT Risks: You acknowledge the inherent risks associated with blockchain technology, cryptocurrency transactions, and NFT markets. Mida Labs is not responsible for issues arising from the Solana network, NFT marketplaces, or fluctuations in the value of cryptocurrencies, except as required by applicable law.

9. Limitation of Liability

9.1 Indirect or Consequential Damages: In no event shall Mida Labs be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, loss of data, or loss of goodwill, arising from or related to your use or inability to use the Service.

9.2 Maximum Liability (B2B): Where permitted by law and where you are not acting as a consumer, Mida Labs’ total liability for all claims related to the Service shall not exceed the total subscription fees you have paid to us in the twelve (12) months preceding the event giving rise to the claim.

9.3 Mandatory Consumer Protections (B2C): If you are a consumer and mandatory consumer protection laws in your jurisdiction apply, the limitations of liability in these ToS will apply only to the extent permitted by such laws. Nothing in these ToS excludes or limits our liability for gross negligence, willful misconduct, or for any liability that cannot be excluded or limited under applicable law.

9.4 Cyber Attacks and External Threats: Mida Labs implements reasonable security measures. However, you acknowledge that no system is completely secure from cyberattacks, hacking, or other unauthorized access. Mida Labs disclaims liability for damages resulting from external threats beyond our reasonable control.

10. Intellectual Property Rights

10.1 Ownership: All content, trademarks, logos, and other intellectual property made available through the Service remain the property of Mida Labs or its licensors. You do not obtain any ownership or license rights other than those expressly granted in these ToS.

10.2 Feedback: If you choose to provide feedback, suggestions, or ideas regarding the Service, you grant Mida Labs a perpetual, worldwide, royalty-free, non-exclusive license to use such feedback for any purpose, without compensation to you.

11. Modifications and Termination

11.1 Changes to These ToS: We may modify these ToS from time to time at our sole discretion. If you are a consumer in the EU or another jurisdiction with equivalent consumer protection laws, we will provide you with clear notice (via email or the Dashboard) at least thirty (30) days before the effective date of any material changes. If you do not agree to the revised terms, you may terminate your subscription before the new ToS take effect without penalty, and we will refund any unused portion of a prepaid subscription if required by applicable law. Continued use of the Service after any modifications become effective constitutes your acceptance of the updated ToS.

11.2 Termination: We reserve the right to terminate or suspend your access to the Service at our discretion, including for violations of these ToS, suspected illegal or unauthorized activities, or technical and security issues. If you are a consumer, such termination will be subject to applicable consumer protection laws.

12. Governing Law and Dispute Resolution

12.1 Governing Law: These ToS, and any non-contractual obligations arising out of or in connection with them, are governed by and construed in accordance with the laws of Italy, without regard to conflict-of-law provisions, subject to any mandatory consumer protection regulations in your country of residence.

12.2 Jurisdiction: Any disputes arising out of or related to these ToS or the Service shall be subject to the exclusive jurisdiction of the competent courts of Naples, Italy, unless otherwise required by applicable consumer protection legislation that grants you the right to bring claims in the courts of your country of residence.

13. Miscellaneous

13.1 Entire Agreement: These ToS, together with any additional policies or agreements referenced herein (including our Privacy & Cookie Policy), constitute the entire agreement between you and Mida Labs regarding your use of the Service and supersede any prior or contemporaneous agreements.

13.2 Severability: If any provision of these ToS is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

13.3 No Waiver: Our failure to enforce any right or provision of these ToS will not be deemed a waiver of such right or provision.

13.4 Contact Us: For any questions, concerns, or complaints regarding these ToS or the Service, you may contact us at:
Mida Labs s.r.l.
Via S. Leonardo, 81, 80044 Ottaviano (NA), Italy
Email: legal@midalabs.xyz

By using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service, subject to any mandatory consumer protection laws applicable in your jurisdiction.