Last updated: April 12, 2021
Any changes to these Terms will be in effect as of the “Last Updated Date”; referred to at the top of this page. You should review these Terms before using the App or purchasing any product or using any services that are available through this App. In case of relevant changes, we will notify you for any update or change made to these Terms.
Your continued use of this App after the “Last Updated Date”; will constitute your acceptance of and agreement to such changes.
1. USING THE APP
Account and Wallet Setup
To use the App, you will need to register an account on the App and use a supported electronic wallet, which will enable you to purchase and store collectibles that you collect or purchase via the App. Each collectible is a Non-Fungible Token (an “NFT”). You must provide accurate and complete registration information when you create an account for the App. By creating an account, you agree to provide accurate, current and complete account information about yourself, and to maintain and promptly update your account information as necessary. To the extent it is required by the applicable law, you must be over the age of eighteen (18) and have sufficient legal capacity to purchase NFTs. We reserve the right reclaim usernames without liability to you.
You can use your electronic wallet to purchase, store, and engage in transactions using your credit card, or via one or more cryptocurrencies that we may elect to accept from time to time.
The App allows you to purchase, earn, collect and display NFTs from us. You can purchase NFTs in two ways: (a) by buying NFTs from us on the App; or (b) by buying NFTs from other users in the App’s marketplace (the “Marketplace”). There are different types of NFTs available for purchase on the App, and we reserve the right to modify the types, prices and numbers of NFTs available at our discretion. We strongly encourage you to only purchase NFTs through the App. Any payments or financial transactions that you engage in via the App will be conducted solely through our network, subject to the auction terms below. We have no control over these payments or transactions, nor do we have the ability to reverse any payments or transactions. We have no liability to you or to any third party for any claims or damages that may arise as a result of any payments or transactions that you engage in via the App, or any other payment or transactions that you conduct via our network.
You agree to the immediate provision o the contractual service (i.e., receiving the NFT), and you have been informed that you hereby waive the right of withdrawal.
Every transaction on our network requires the payment of a transaction fee (each, a “Transaction Fee”). This means that you will need to pay a Transaction Fee for each transaction that you instigate via the App. Except as otherwise expressly set forth in these Terms, you will be solely responsible to pay any Transaction Fee for any transaction that you instigate via the App.
Responsibility for Taxes
You will be solely responsible to pay any and all sales, use, value-added and other taxes, duties, and assessments (except taxes on our net income) now or hereafter claimed or imposed by any governmental authority (collectively, the “Taxes”) associated with your use of the App. Except for income taxes levied on us, you will pay or reimburse us for all national, federal, state, local or other taxes and assessments of any jurisdiction, including value added taxes and taxes as required by international tax treaties, customs or other import or export taxes, and amounts levied in lieu thereof based on charges set, services performed or payments made hereunder, as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction.
2. NON-FUNGIBLE TOKEN LICENSE
“Art”; means any art, design, and drawings that may be associated with an NFT that you Own.
“Own”; means, with respect to an NFT, an NFT that you have purchased or otherwise rightfully acquired from a legitimate source, where proof of such purchase is recorded on the relevant blockchain.
“Purchased NFT”; means an NFT that you Own.
“Third Party IP”; means any third-party patent rights (including, without limitation, patent applications and disclosures), copyrights, trade secrets, trademarks, designs, know-how or any other intellectual property rights recognized in any country or jurisdiction in the world.
You acknowledge and agree that we (or, as applicable, our licensors) own all legal right, title, and interest in and to the Art, and all intellectual property rights therein. The rights that you have in and to the Art are limited to those described in these Terms. We reserve all rights in and to the Art not expressly granted to you in these Terms.
Subject to your continued compliance with the terms of these Terms, we grant you a worldwide, non-exclusive, non-transferable, royalty-free license to use, copy, and display the Art for your Purchased NFTs, along with any Extensions that you choose to create or use, solely for the following purposes: (a) for your own personal, non-commercial use; (b) as part of a marketplace that permits the purchase and sale of your NFTs, provided that the marketplace cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art; or (c) as part of a third party website or application that permits the inclusion, involvement, or participation of your NFTs, provided that the website/application cryptographically verifies each NFT owner’s rights to display the Art for their Purchased NFTs to ensure that only the actual owner can display the Art, and provided that the Art is no longer visible once the owner of the Purchased NFT leaves the website/application.
You agree that you may not, nor permit any third party to do or attempt to do any of the foregoing without our express prior written consent in each case: (a) modify the Art for your Purchased NFT in any way, including, without limitation, the shapes, designs, drawings, attributes, or color schemes; (b) use the Art for your Purchased NFTs to advertise, market, or sell any third party product or service; (c) use the Art for your Purchased NFTs in connection with images, videos, or other forms of media that depict hatred, intolerance, violence, cruelty, or anything else that could reasonably be found to constitute hate speech or otherwise infringe upon the rights of others; (d) use the Art for your Purchased NFTs in movies, videos, or any other forms of media, except solely for your own personal, non-commercial use; (e) sell, distribute for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialize merchandise that includes, contains, or consists of the Art for your Purchased NFTs; (f) attempt to trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Art for your Purchased NFTs; or (g) otherwise utilize the Art for your Purchased NFTs for your or any third party’s commercial benefit. To the extent that Art associated with your Purchased NFTs contains Third Party IP (e.g., licensed intellectual property from a celebrity, athlete, or other public figure), you understand and agree as follows: (1) that you will not have the right to use such Third Party IP in any way except as incorporated in the Art, and subject to the license and restrictions contained herein; (2) that, depending on the nature of the license granted from the owner of the Third Party IP, we may need to pass through additional restrictions on your ability to use the Art; and (3) to the extent that we inform you of such additional restrictions in writing (email is permissible), you will be responsible for complying with all such restrictions from the date that you receive the notice, and that failure to do so will be deemed a breach of this license. The restriction in this Section will survive the expiration or termination of these Terms.
Terms of License
The license granted above applies only to the extent that you continue to Own the applicable Purchased NFT. If at any time you sell, trade, donate, give away, transfer, or otherwise dispose of your Purchased NFT for any reason, the license granted above will immediately expire with respect to those NFTs without the requirement of notice, and you will have no further rights in or to the Art for those NFTs. If you exceed the scope of the license granted above without obtaining an exemption from us, you acknowledge and agree that: (a) you are in breach of these Terms; (b) in addition to any remedies that may be available to us at law or in equity, we may immediately terminate the license granted in these Terms, without the requirement of notice; and (c) you will be responsible to reimburse us for any costs and expenses incurred by us during the course of enforcing the terms of these Terms against you.
3. GENERAL TERMS
Misuse of App
In connection with using or accessing the App you will not:
- breach or circumvent any laws, regulations, third-party rights or our systems, services, policies, or determinations of your account status;
- use the App if you are not able to form legally binding contracts, or are temporarily or indefinitely suspended from using the App, or are a person with whom transactions are prohibited under economic or trade sanctions;
- post false, inaccurate, misleading, deceptive, defamatory, or libelous content to the App;
- transfer your App account and user ID to another party without our consent;
- distribute viruses or any other technologies that may harm us or the interests or property of other users;
- use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access the App for any purpose, except with our prior express permission;
- interfere with the functioning of the App, such as by imposing an unreasonable or disproportionately large load on our infrastructure;
- export or re-export the App or any tool on the App, except in compliance with the export control laws, and rules and policies of any relevant jurisdictions;
- infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (that belong to third parties;
- commercialize the App or any information or software associated with the App, except with our prior express permission;
- harvest or otherwise collect information about users of the App without their consent;
- or circumvent any technical measures used to provide our Services.
If we believe you are abusing the App in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to the App, delay or remove hosted content, remove any special status associated with your account(s), remove, not display, and/or demote your assets or services, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using the App.
We may cancel unconfirmed accounts or accounts that have been inactive for a substantial period of time. Additionally, we reserve the right to refuse, modify, or terminate all or part of the App to anyone for any reason at our discretion.
You agree to defend, indemnify and hold harmless us and our officers, directors, shareholders, employees, subsidiaries, affiliates, agents, licensors or advertisers as well the owners of Third Party IP from and against all claims, actions, demands, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) alleging or resulting from: (i) your use of and access to the App; (ii) your violation of any term of these Terms; or (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right. We shall provide notice to you promptly of any such claim, suit, or proceeding. This defense and indemnification obligation will survive these Terms and your use of the App.
Damage Limitations, Allocations of Liability and Equitable Relief
In no event shall we (or any of our officers, directors, shareholders, employees, subsidiaries, affiliates, agents, licensors or advertisers), be liable for any indirect damages whatsoever (including, without limitation, incidental and consequential damages, lost profits, or damages resulting from lost data) resulting from or arising under or in connection with the use or access to, or the inability to use or access, the app, whether based on warranty, contract, tort, or any other legal theory, and whether or not we are advised of the possibility of such damages.
Because some states or jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the limitations set forth in the preceding paragraph may not apply to you. If any are held inapplicable or unenforceable for any reason and save for what provided by the applicable mandatory consumer laws and regulations, then our maximum liability to you for any damages shall be limited to U.S. $100.00 in the aggregate or the amount paid for the service, whichever is greater.
In no event shall we (or any of our officers, directors, shareholders, employees, subsidiaries, affiliates, agents or advertisers), be liable for any direct damages in excess in the aggregate of U.S. $100.00 or the amounts actually paid by you to us for use of the site and the services if greater than U.S $100.00.
Due to the nature of these Terms, in addition to money damages, you agree that we will be entitled to equitable relief upon a breach of these Terms by you.
Choice of Laws and Venue
To the maximum extent permitted by law and if you are not a consumer who has its habitual residence or domicile in an EU member state for which mandatory jurisdiction and governing law apply, these Terms are governed by the laws of the State of California, U.S.A and you hereby consent to the exclusive jurisdiction and venue of courts located in the County of Santa Clara in the State of California, U.S.A for all disputes arising out of or relating to the use of the App. Use of the App is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.
If any provision of these Terms is found to be invalid, illegal, or unenforceable by any court having competent jurisdiction, the invalidity of all or part of a provision shall not affect the validity of the remaining parts and provisions of these Terms, which shall remain in full force and effect. All provisions of these Terms shall survive termination except those granting access or use to the App, and you shall cease all use and access thereof immediately. You may not assign or transfer your obligations under these Terms. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term.
Interruption of Service
The App may from time to time be unavailable to you, whether because of technical failures or interruptions, intentional downtime for service or changes to the App, or otherwise. You agree that we will have no liability of any nature to you or any third party for any modifications to the App, and any interruption or unavailability of access to the App or its content.
The communications between you and us use electronic means. For contractual purposes, you consent to receive communications from us in an electronic form and agree that all terms, conditions, agreements, notices, disclosures, and other communications that we provide to you electronically shall satisfy any legal requirement that such communications would satisfy if it were to be in writing.
We reserve the right, in our sole discretion, to terminate your access to the App or any portion thereof at any time, without prejudice to the rights and duties of either party accrued prior to termination.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms or use of the App.