Last update: July, 2021
These Terms are a legal agreement between you (the “User” or “you”) and Satoshi’s Games Inc. (the “Company” or “we”).
is the Company’s publishing platform (the “Platform”), on which you may find videogames providing rewards in bitcoin (the “Rewards”) and implementing non-fungible tokens, i.e. cryptographic tokens with unique identification codes and metadata that distinguish them from each other, andthat exist by virtue of the ownership record maintained on third parties blockchain (the “NFTS” or “Assets”); the underlying digital asset represented by–and which the NFT solely refer to–is defined as the “Underlying Asset”. The Company offers, manages and administrates a marketplace as a secondary market connected to the Platform, where Users may purchase and sell their NFTs (the “NFT Marketplace” or the “Marketplace”). The Platform also allows Users to keep track of the received Rewards when playing the available games (e.g., completing some game tasks). Rewards are in the form of virtual currency that cannot be redeemed for fiat money on our Platform or on the Marketplace.
These Terms refer to the NFT Marketplace available on website (the "Website"). The NFT Marketplace allows to purchase, sell, deposit and withdraw NFTs previously tokenized on the Liquid Network. THE COMPANY AND THE MARKETPLACE ARE NOT BROKERS, FINANCIAL INSTITUTIONS, EXCHANGES, OR ANY SIMILAR REGULATED ENTITIES. OUR MARKETPLACE IS INTENDED ONLY TO FACILITATE PURCHASES OR SALES BETWEEN BUYERS AND SELLERS. WE ARE NOT A PARTY TO ANY AGREEMENT BETWEEN BUYER AND SELLER OR BETWEEN USERS. WE DO NOT IN ANY CASE HAVE AN ACTIVE ROLE IN, OR CONTROL OF, THE TRANSACTIONS OR THE CONTRACTUAL RELATIONSHIPS BETWEEN BUYERS AND SELLERS. ANY TRANSCATION INVOLVING A FINANCIAL INSTRUMENT IS STRICTLY FORBIDDEN ON THE MARKETPLACE.
By signing up on our Marketplace you get access to the Marketplace features, such as the purchase, sell, deposit or withdraw of NFTs that use the tokenization API provided by . You also get access to an account on the Marketplace (the “Account”), through which you can use the Marketplace features. The Platform also allows you to transfer your current balance in to your external Lightning wallet, subject to the transfer limits set by the Company at any given time. If you already have an Account, you can just log in with your credentials into the Marketplace. In some cases, during promotional periods, the Company may welcome you to the Marketplace by giving you a random NFT from any of the games within the Platform.
Note that your Account on the Marketplace does not store cryptocurrencies on your behalf, therefore it is not a “custodian crypto wallet”. The balance in your Account only shows the amount of a virtual currency that you may transfer to your own external crypto wallet (the “Third-Party Wallet”) in accordance with the preceding paragraph. When you request a withdraw, the amount requested of virtual currency will be transferred by the Company to you in the form of the cryptocurrency “SAT”.
We require all users to be 18 years old or older. If you are under 18, you may use a parent or guardian's Marketplace Account, but only with involvement of the Account holder. However, the Account holder is responsible for everything done with that Account. If local laws in your respective jurisdiction require that you are of a different age in order to enter into legally binding agreements (such are these Terms) and you are not or you have not obtained parental or guardian consent to enter into, then you shall not access the Marketplace and immediately stop any use of it. By creating an Account, you also agree to provide accurate, true, current and complete information about yourself, and to maintain and promptly update your Account information as necessary. You understand and agree that access to your Marketplace Account is limited solely to you. You agree that you will not sell, rent, lease, assign, or grant access to your Account to any person without our prior written permission. You also understand and agree that you are solely responsible for maintaining the security of your Account and to keep control over any usernames, passwords, or any other codes that you use to access the Marketplace. You understand, acknowledge and agree that you will not hold us responsible for managing and maintaining the security of your Account. You further agree that we are not responsible for any unauthorized or third-party access or use of your Account. Without prejudice to the foregoing, if you notice any unauthorized or suspicious activity in your Account, please report it to us as soon as possible.
The User acknowledges and agrees not to do any of the following:
· Sending, uploading, distributing or disseminating any unlawful, defamatory, harassing, abusive, fraudulent, obscene, or otherwise objectionable content;
· Perform reverse engineering activities, change, modify, adapt, translate, decompile, disassemble the source code, or create derivative or imitative works based on the Marketplace or the Platform;
· Allow any third party to use the Marketplace on behalf of or for the benefit of any third party;
· Use the Marketplace in any way which breaches any applicable local, national or international law;
· Create, use and/or distribute "auto", "trainer", "script" or "macro" computer programs or other "cheat" or "hack" programs or software applications for the Marketplace;
· Remove, alter, disable or circumvent any copyright and trademark indications or other authorship and origin information, notices or labels contained on or within the Marketplace;
· transmit or propagate any virus, trojan horse, worm, bomb, corrupted file and/or similar destructive device or corrupted data in relation to the Marketplace, and/or organize, participate in or be involved in any way in an attack on our servers and/or the Marketplace and/or those of its service providers and partners;
· Use the Marketplace and connected blockchains to carry out any illegal activities, including but not limited to money laundering, terrorist financing or deliberately engaging in activities designed to adversely affect the performance of the Lightning Network, the Bitcoin Blockchain, the Marketplace, the Platform, or our services;
· Engage in wash trading or other deceptive or manipulative trading activities;
· Use the Marketplace or the Platform to carry out any financial activities subject to registration or licensing, including but not limited to creating, listing, or buying securities, commodities, options, real estate, or debt instruments;
· Use the Marketplace or the Platform to participate in fundraising for a business, protocol, or platform, including but not limited to creating, listing, or buying assets that are redeemable for financial instruments, assets that give owners rights to participate in an ICO or any securities offering, or assets that entitle owners to financial rewards, including but not limited to, DeFi yield bonuses, DAOs, staking bonuses, and burn discounts;
· Use the Marketplace for any purpose in breach of these Terms.
Assets or listings that we deem inappropriate, disruptive, or illegal are prohibited on the Marketplace. We reserve the right–but we do not have the obligation–to determine the appropriateness of listings on its site and remove any listing at any time. If we become aware that you created or offered an asset, listing, smart contract, or collection in violation of these Terms, we may take corrective actions, as appropriate, including but not limited to removing the Asset and the listing, or deleting your Account. If we cannot destroy or impound your Assets or SATs, we reserve the right to destroy inappropriate metadata stored on our servers.
Assets created or used primarily or substantially for the purpose of raising funds for the known terrorist organizations listed on https://www.state.gov/foreign-terrorist-organizations/ are prohibited on the Marketplace.
The sale of stolen Assets, taken without authorization, in breach of third parties’ rights or otherwise illegally obtained on the Marketplace is prohibited. Listing illegally obtained Assets may result in your listings being cancelled, your Assets being hidden, or your Account being suspended or deleted.
We may require you to provide additional information and documents at the request of any competent authority or in case of application of any applicable law or regulation, including laws related to anti-laundering of incomes obtained by criminal means, or for counteracting financing of terrorism. We may also require you to provide additional information and documents in cases where it has reasons to believe that:
· Your Account is being used for money laundering or for any other illegal activity;
· You have concealed or reported false identification information and other details;
· Transactions made via your Account were carried out in breach of these Terms; or
· For any other reasonable purpose as requested by the Company or by public authorities.
4. NFT Wallet
By signing up to the Marketplace, or by connecting your Account to the Marketplace, you will get access to a unique NFT custodial Liquid Network wallet (the “Wallet”) which provides for the storage of NFTs and their use on the Marketplace. The Liquid Network is a sidechain of the Bitcoin Blockchain that enables faster and cheaper transactions, as well as the generation of cryptographic tokens among other functionalities.
Within Marketplace, Users may deposit/withdraw NFTs from/to their own Liquid compatible Third-Party Wallet, but we do not offer any kind of exchange service between cryptocurrencies, NFTs, and fiat money or similar. Any deposit or withdrawal happens and is memorized on and confirmed by third-parties blockchain services (“Third-Party Blockchain Service”) which involve transaction fees. We neither own or control Third-Parties Blockchain Services and any Third-Party Wallets, or any other third-party site, product, or service not specifically identified as proprietary, licensed to, or provided by, the Company. Therefore, the Company will not be liable for the acts or omissions of any such third parties, nor will the Company be liable for any damage that you may suffer as a result of your transactions or any other interaction with any such third parties. Note that each Third-Party Blockchain Service and Third-Party Wallets may have their own terms and conditions and that you may be required to accept those terms before using their related service.
In addition to the Transaction Fees due to the Company for the provision of its services to the Users, each deposit and withdraw of NFTs is subject to fees which are allocated to cover operational costs related to Third-Party Blockchain Services. Those fees will be shown to the Client at the time of deposit/withdrawal before being prompt to accept the transaction.
As for the actual digital asset represented by the NFT, the platform uses the distributed storage technology IPFS as public immutable storage and as a delivery gateway for the visual representation of its assets. Being IPFS a service offered and managed by third-parties, the Company does not have control on it nor it can be held liable for any kind of damages suffered by the User in connection with the direct or indirect use of IPFS. More info on IPFS can be found at https://ipfs.io/
5. Sale and Purchases.
The NFT Marketplace allows the purchase and sale of NFTs between Users across the Lightning Network on a secondary market. The Lightning Network is a "layer 2" payment protocol that operates on top of the Bitcoin blockchain.
The Assets represent virtual items or videogame resources such as character skins, wearables, weapons or consumables from videogames published in Elixir Platform, although assets from videogames using Elixir APIs and published elsewhere can be purchased and sold in Elixir NFT Marketplace. Items are offered for sale in SATs (or Satoshis) value, where 1 SAT corresponds by definition to the one hundred-millionth part of a bitcoin. By listing your NFT on the Marketplace for sale, you are making it available to be purchased by other Users. By clicking on "confirm purchase", you express your explicit and legal binding consent to purchase that NFT and to conclude a purchase agreement. The Company is only a service provider that makes available its platform to the Users to facilitate the storage as well as the sale and purchase of NFTs; the Company is not a party to any agreement between the Users. As such, YOU HEREBY AGREE WE CANNOT BE HELD LIABLE FOR ANY KIND OF LIABILITY OR DAMAGES CAUSED BY A SALE, OR IN CONNECTION WITH THE PRICE, OR AN ACT PERFORMED BY ONE OF THE PARTIES, NOR WE PROVIDE ANY KIND OF WARRANTY. Therefore, any complaint must be addressed directly to the Buyer from the Seller or vice versa.
When you purchase an NFT, by clicking on "confirm purchase" in accordance with these Terms, you acquire those rights associated with the NTF that the seller is transferring to you. IT IS YOUR DUTY TO VERIFY WHICH RIGHTS THE SELLER HOLDS AND WHICH ARE TRANSFERRED TO YOU. WE DO NOT CONTROL OR ARE INVOLVED IN SUCH DETERMINATIONS. Without prejudice to the foregoing, and keeping in mind that the legal framework around NFTs is in continuing evolution, it is useful to know that in general when you purchase a videogame NFT, Intellectual Property Rights are involved; therefore, you are very likely buying a limited license to use the asset in the videogame(s) and to show the Underlying Asset represented by the NFTs; in this case, you do not own the Underlying Asset but you own such limited license on it. The license can be generally transferred to another User by reselling the NFT.
Any claim related to the rights involved or borne by a NFT should be addressed exclusively to the seller. The Company has no part nor obligations in such claims.
Unless otherwise provided, you may resell the NFT on the Marketplace, keep it in your Wallet, export it to Third-Parties Wallets outside the Marketplace or the Platform, or use it in other video games (if so allowed by such other video games; in these case, third-parties’ terms will also apply). In case you decide to resell the NFT, bear in mind that you are not allowed to sell rights which you have not been entitled to by the seller (e.g. in the NFT come along with a limited license to use it and forbids to make copies of the Underlying Asset, you can transfer only the same license to another User and are forbidden to mint NFTs from the Underlying Asset). In addition to any other remedy we may have, in cases where we are informed or we happen to determine that the NFT has not been rightfully purchased, we can take actions against you as described in par. 3 (your listings being cancelled, your Assets being hidden, or your Account being suspended or deleted).
We do charge a 10% Transaction Fee (or the different percentage as set by the Company from time to time and shown in the relevant transaction) for all sales performed by using our services: by buying or selling an NFT on our Marketplace, you agree to pay to us all applicable fees and authorize us to automatically deduct the fees directly from your payment. Each payment of Transaction Fees is final and cannot be subject to any refund, without regard to any event that may negatively affect the underlying transaction.
Note that if you are offering NFTs or are involved in Marketplace transactions as a business activity or otherwise in the form of a “professional” business, or not occasionally (i.e. you are not operating as a consumer), specific laws and taxes (such as the issuance of invoices, payment of VAT, or mandatory consumers’ protection laws) may apply to you, to your business, and to your earnings. You hereby acknowledge, represent and agree to be in compliance with such laws or obligations and you will be the sole responsible for such compliance and you will hold harmless and indemnify us for any damages that you may cause to us, other Users, or to third parties. We are not involved not ensure the User’s compliance with those laws and obligations.
Since the Company is not part of any transaction between Users, the Company is not responsible for, nor will provide, any refund related to transactions carried out on its Marketplace. Any request should be addressed solely to the seller. Further, you are acknowledged that transactions on the blockchain are irreversible, therefore that specific transaction cannot be reversed. We have no ability to cancel, revert, or modify any transaction that happens on the Lightning Network or on other blockchains. Except as otherwise decided by the seller or among the seller and the buyer in their negotiations, or as otherwise provided by mandatory consumers’ protection laws (if applicable to a specific transaction), all sales or purchases made by the Users are final and non-refundable.
In the event of a dispute between Users, and between Users and any third party, you agree that the Company has no obligation to be involved. In such event, you release the Company, its affiliates, and their respective officers, employees, agents and successors from any claims, demands and damages of any kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way connected with such disputes and/or the Platform, the Marketplace, or related services.
6. Rewards and Third Parties Products and Services
Rewards earned playing videogames that are available on the Platform can be used to buy NFTs in the Marketplace according to our rules as described in par. 5, or to buy third parties’ products and services (e.g. Bitrefill Gift Card Vouchers). The terms and conditions set by these third parties will apply when buying their products or services.
We reserve the right to take any appropriate action on your rewards if we determine, in our sole discretion, that you have violated these Terms or that the use of rewards is unauthorized, deceptive, fraudulent or otherwise unlawful. Moreover, we reserve the right to change, modify, discontinue or cancel rewards policy, at any time and in our sole discretion, without notice to you.
7. NFTs Prices. Assumption of Risks
To enhance your experience in the Marketplace we may offer you market statistics on NFTs which may also include the average sale price (calculated generally on the last 5 sales) of a particular NFT. These statistics are for information purposes only and in no event should be considered accurate or final. Moreover, they are not any kind of trading index, market information, or similar.
You understand that the prices of blockchain digital assets may be extremely volatile. Fluctuations in the price or value of other digital assets could materially and adversely affect the value of your NFTs. We cannot guarantee–and therefore we cannot be held liable–that any NFT will not lose or will gain value (or have any economic value whatsoever) or have any kind of functionality or fit for a particular purpose.
You also understand there are risks associated with transactions in the Marketplace including, but not limited to, the effects of varying laws and regulations, the risk of hardware, operating system and Internet connections, the risk of virus introduction, and the risk that third parties may obtain unauthorized access to your personal information. YOU ACCEPT AND ACKNOWLEDGE THAT WE WILL NOT BE RESPONSIBLE FOR ANY COMMUNICATION FAILURES, DISRUPTIONS, ERRORS, DISTORTIONS OR DELAYS IN WHICH YOU CAN BE INVOLVED, HOWEVER CAUSED.
8. Ownership and IP Rights
You acknowledge and agree that all titles and intellectual property rights in and to the Marketplace and any and all material connected with them (including but not limited to any derivative works, titles, computer code, graphics, music or sounds, characters, themes, objects, locations, concepts, artwork, texts, screen displays, methods of operation, moral rights, “applets” incorporated into the Marketplace, and any related documentation) are owned by the Company or its licensors or licensees. The Company is free to grant licenses on the above-mentioned rights to third parties without your consent. You may not use any metatags or other “hidden text” utilizing “Elixir” or any other name, trademark or product or service name of the Company or our affiliates without our prior written permission.
The Marketplace is protected by national and international laws, treaties and copyright conventions. The Marketplace may contain licensed material and, in such case, Company's licensors can protect their rights in the event of any violation of these Terms. Any reproduction or representation of such material under license in any form and for any reason, without the prior consent of the Company and, where applicable, of the licensors and representatives of the Company is prohibited. Except where explicitly established by these Terms all rights not granted herein to the User are explicitly reserved by the Company.
You are solely responsible for your use of the Marketplace and for any content you provide, including compliance with applicable laws, rules, and regulations. We take no responsibility for the User Content posted or listed via the Marketplace. By submitting, posting or displaying User Content, including any picture, description or such related to NFTs, on or through the Marketplace, you grant us a worldwide, non-exclusive, sublicensable, transferable, royalty-free license to use, copy, modify, and display any text, content, files, picture, image, communications, comments, feedback, suggestions, ideas, concepts, questions, data or other content that you submit or post on or through the Marketplace or through tools or applications we provide for posting or sharing such content (collectively “User Content”) for our lawful business purposes, including to provide, promote, and improve the Marketplace or our other services and products.
9. Social Media and NFT Marketplace Content
You may upload screenshots, videos, or audio, all related to NFTs listed on the Marketplace, on your social media or other platforms (such as Twitch) only for informative purposes (commercially purposes are explicitly forbidden). All of this material shall be uploaded without any kind of modification and in accordance with these Terms and any Additional Policy and shall not infringe any third-party rights.
10. DISCLAIMERS. LIMITATION OF LIABILITY. INDEMNIFICATION.
YOU EXPLICITLY AGREE THAT YOU ARE EXCLUSIVELY RESPONSIBLE FOR THE ORIGIN AND USAGE OF THE NFTs AND THAT THE NFTs ARE NOT IN BREACH OF ANY APPLICABLE LAW OR RIGHTS OF ANY THIR PARTY. WHEN YOU LIST A NFT, YOU REPRESENT AND WARRANT THAT YOU ARE THE LEGITIMATE OWNER OR LICENSEE OF ANY RIGHT ON THAT NFT AND ON THE UNDERLYING ASSET. YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ASSETS YOU PURCHASE AND THAT YOU PUT FOR SALE ON THE MARKEPLACE. WE DO NOT MAKE ANY CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ASSETS ON THE MARKETPLACE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE COMPANY, AND OUR RESPECTIVE PAST, PRESENT AND FUTURE EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, CONSULTANTS, EQUITY HOLDERS, SUPPLIERS, VENDORS, SERVICE PROVIDERS, PARENT COMPANIES, SUBSIDIARIES, AFFILIATES, AGENTS, REPRESENTATIVES, PREDECESSORS, SUCCESSORS AND ASSIGNS (INDIVIDUALLY AND COLLECTIVELY, THE “COMPANY’S PARTIES”), FROM AND AGAINST ALL ACTUAL OR ALLEGED THIRD PARTY CLAIMS, DAMAGES, AWARDS, JUDGMENTS, LOSSES, LIABILITIES, OBLIGATIONS, PENALTIES, INTEREST, FEES, EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES AND EXPENSES) AND COSTS (INCLUDING, WITHOUT LIMITATION, COURT COSTS, COSTS OF SETTLEMENT AND COSTS OF PURSUING INDEMNIFICATION AND INSURANCE), OF EVERY KIND AND NATURE WHATSOEVER, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, MATURED OR UNMATURED, OR SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHETHER IN TORT, CONTRACT OR OTHERWISE (COLLECTIVELY, “CLAIMS”), INCLUDING, BUT NOT LIMITED TO, DAMAGES TO PROPERTY OR PERSONAL INJURY, THAT ARE CAUSED BY, ARISE OUT OF OR ARE RELATED TO (A) YOUR USE OR MISUSE OF THE MARKETPLACE, THE WEBSITE, THE PLATFORM, THE USER INFORMATION, THE ASSETS, OR ANY SERVICES PROVIDED BY THE COMPANY (B) ANY INFORMATION YOU PROVIDE, (C) YOUR VIOLATION OF THESE TERMS, AND (D) YOUR VIOLATION OF THE RIGHTS OF A THIRD PARTY, INCLUDING ANOTHER USER OR THIR-PARTY WALLETS. YOU AGREE TO PROMPTLY NOTIFY US OF ANY THIRD PARTY CLAIMS AND COOPERATE WITH THE COMPANY’S PARTIES IN DEFENDING SUCH CLAIMS. YOU FURTHER AGREE THAT THE COMPANY’S PARTIES SHALL HAVE CONTROL OF THE DEFENSE OR SETTLEMENT OF ANY THIRD PARTY CLAIMS. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN A WRITTEN AGREEMENT BETWEEN YOU AND THE COMPANY.
THE NFT MARKETPLACE (INCLUDING ANY NFT OR SAT) IS PROVIDED "AS IS" AND "AS AVAILABLE", "WITH ALL DEFECTS" AND WITHOUT ANY WARRANTS, GUARANTEES, DUTIES OR CONDITIONS, STATUTORY OR OTHERWISE, OF ANY KIND.
ASSETS ARE INTANGIBLE DIGITAL ASSETS. THEY EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED ON THIRD PARTIES BLOCKCHAIN. ANY TRANSFER OF TITLE THAT MIGHT OCCUR IN ANY UNIQUE DIGITAL ASSET OCCURS ON THE DECENTRALIZED LEDGER OF THE RELEVANT BLOCKCHAIN. WE CANNOT AFFECT (AND WE DO NOT GUARANTEE THAT WE CAN AFFECT) THE TRANSFER OF TITLE OR RIGHT IN ANY ASSETS.
THE COMPANY DOES NOT WARRANTS TO YOU THE CONTINUOUS, ERROR-FREE, SECURE OR VIRUS-FREE OPERATION OF THE NFT MARKETPLACE OR OF YOUR ACCOUNT. YOU AGREE THAT WE WILL NOT BE LIABLE FOR ANY DAMAGE OR LOSS THAT WAS NOT INTENTIONAL OR CAUSED DUE TO GROSS NEGLIGENCE BY THE COMPANY.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSSES YOU INCUR AS THE RESULT OF YOUR USE OF THE MARKETPLACE, OR YOUR WALLET, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (i) USER ERROR, SUCH AS FORGOTTEN PASSWORDS OR ERRONEOUSLY TRANSACTIONS; (ii) SERVER FAILURE OR DATA LOSS; (iii) CORRUPTED WALLET FILES; OR (iv) UNAUTHORIZED ACCESS OR ACTIVITIES BY THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, THE USE OF VIRUSES, PHISHING, BRUTE-FORCING OR ANY OTHER CYBERATTACK TO THE WALLET, THE ACCOUNT OR YOUR DEVICE.
YOU EXPRESSLY ACCEPT THAT THE USE OF THE MARKETPLACE IS AT YOUR OWN RISK AND YOU HEREBY AGREE TO HOLD THE COMPANY HARMLESS AND YOU WILL INDEMNIFY IT FOR ANY IMPROPER USE YOU MAY MAKE OF THE MARKETPLACE OR OF RELATED SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPLICIT OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A SPECIFIC PURPOSE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT THE COMPANY (INCLUDING BUT NOT LIMITED TO ANY NEGLIGENCE ISSUES RELATED TO THIRD PARTY LICENSORS) WILL BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUES, LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION OR OTHER INTANGIBLE LOSSES (HOWEVER SUCH LOSSES ARE QUALIFIED), ARISING OUT OF OR RELATING IN ANY WAY TO THE MARKETPLACE, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY OF THE COMPANY AND ITS AFFILIATES ARISING OUT OF OR IN ANY WAY RELATED TO THESE TERMS, THE ACCESS TO AND USE OF THE MARKETPLACE OR THE PLATFORM, CONTENT, ASSETS, OR ANY PRODUCTS OR SERVICES PURCHASED ON THE MARKETPLACE EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT RECEIVED BY THE COMPANY FROM THE SALE OF THE ASSETS THAT ARE THE SUBJECT OF THE CLAIM.
THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY OF THE COMPANY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A MEMBER OF THE COMPANY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A MEMBER OF THE COMPANY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
Limitations and exclusions of warranties and remedies in these Terms may not fully apply to you because your jurisdiction may not allow them in your particular circumstance.
These Terms are effective from the date you accept them, or first use of the Marketplace.
Your rights under these Terms will terminate automatically without notice from the Company if you fail to comply with any provision of these Terms, or any Additional Policy.
(i) your Account is being used for money laundering or other illegal activity;
(ii) you have hidden or provided false identification information or other details;
(iii) you have been engaged in fraudulent activity or you have engaged in transactions in violation of these Terms.
You may terminate your contractual relationship with the Company (provided that there are not outstanding obligations on your side to be performed by you to the benefit of the Company or Company’s beneficiaries) at any time by cancelling or closing your Account and removing any Asset or User Content that you have uploaded or posted on the Platform. In such case, you must stop using any features, and do not access the Website and the Marketplace, or use any related services directly or through other Accounts or third-parties. Before you decide to terminate, please be sure to manage what is stored in your Account: we do not guarantee that your balance or the NFTs will be still available after your termination. The Company may retain and unclaimed User’s balance or Asset after the User termination.
Since (and you acknowledge that) the Company would be irreparably damaged if this Terms were not specifically enforced, you agree that the Company shall be entitled, without bond or other security or proof of damages, to take such action as may be required, including seeking an injunction and other equitable remedies, in addition to any other remedies available to it under the applicable law.
13. Jurisdiction. Dispute Resolution. Governing Law
These Terms shall be construed, governed, and interpreted under and in accordance with the laws of Delaware without regard to its or any other jurisdiction conflict of law’s provisions, that would cause the application of the laws of any other jurisdiction.
If a dispute arises between you and the Company, please first use our friendly resolution mechanism we may provide to you. In any case, any dispute arising directly or indirectly out of these Terms, the Platform Terms of Service, or any Additional Policy shall be subject to the exclusive jurisdiction of the court of the State of Delaware. Notwithstanding the foregoing, the Company may initiate preliminary injunction proceedings before any other competent court at its sole discretion. The User hereby waives any right to object to such different court.
14. Collective Action and Jury Waivers
YOU AGREE NOT TO ESTABLISH OR PARTICIPATE IN A COLLECTIVE OR REPRESENTATIVE ACTION (E.G., CLASS-ACTIONS), A GENERAL ACTION WITH A PRIVATE LAWYER, OR A COLLECTIVE ARBITRATION IN RELATION TO THE MARKETPLACE (INCLUDING ANY NFT) OR THIS TERMS. YOU AND THE COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO HAVE A TRIAL IN FRONT OF A JURY.
15. No Assignment or Delegation
Without the Company's prior written consent, you are not authorized to assign, transfer, charge or subcontract all or some of your rights or obligations under this Terms, and any attempt without such consent will be invalid and ineffective. If the mandatory laws of your country prohibit the provisions relating to the transfer of the rights and obligations contained in these Terms, it will be binding on any recipient of such rights.
The Company may at any time assign, transfer, charge or subcontract all or some of its rights or obligations under these Terms without giving notice to you or obtaining your consent.
16. License to Third-Party
The Marketplace may contain references to third-party websites or resources or ads. We are not responsible for the content, products or services on or available from those websites, third parties, resources, banners etc. By clicking on them, you acknowledge to take sole responsibility for and assume all risk arising from your use of any third-party websites, resources, product or service.
These Terms represents the complete agreement between you and the Company concerning the use of the NFT Marketplace, and replaces all prior agreements and representations, warranties or understandings between you and the Company concerning the same subject matter.
If any provision of these Terms is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions of these Terms shall remain in full force and not be affected.
The language of these Terms is English, any translations are provided only after a specific request.
18. Contact us
If you have any questions concerning these Terms, you may contact us at email@example.com.