1.1 We provide a marketplace for Users looking to sell Digital Assets (Vendors) and parties looking to purchase Digital Assets (Purchasers). Digital Assets refers to unique non-fungible tokens (NFTs) linked with certain digital media and art (NFT Media).
1.2 We are not party to any agreement between any users. You bear full responsibility for verifying the identity, legitimacy, and authenticity of NFTs that you purchase from third-party Vendors using the NFT Marketplace and we make no claims about the identity, legitimacy, functionality, or authenticity of users or NFTs (and any content associated with such NFTs) visible on the NFT Marketplace.
1.3 In these Terms, the User means (as applicable) (1) the person or entity registered with us as either a Purchaser or Vendor; or (2) the individual browsing the NFT Marketplace.
1.4 If you are a User using the NFT Marketplace on behalf of an employer or a business entity, you, in your individual capacity, represent and warrant that you are authorised to act on behalf of your employer or the business entity and to bind the entity and the entity’s personnel to these Terms.
2. ACCEPTANCE AND NFT MARKETPLACE SUMMARY
2.1 The NFT Marketplace allows Purchasers and Vendors to find each other, and advertise, buy and sell NFTs online.
2.2 We provide the NFT Marketplace to Users (including hosting and maintaining the NFT Marketplace) to assist Purchasers and Vendors to form contracts for the purchase of NFTs (the Marketplace Services).
2.3 You understand and agree that we only make the NFT Marketplace and the Marketplace Services available. We are not party to any agreement entered into between Users and we have no control over the conduct of Purchasers, Vendors or any other User of the NFT Marketplace.
3.1 In order to register you must create an account (Account) to use the NFT Marketplace. To create an Account, we will require you to provide certain registration information about yourself and we may, in our sole discretion, require you to provide further information and/or documents at any stage during your use of the NFT Marketplace. By creating an Account, you agree to provide accurate, current and complete registration information about yourself, maintain and promptly update your account information as necessary, maintain the security of your password and accept all risks of unauthorized access to your account and the information you provide to us, and immediately notify us if you discover or otherwise suspect any security breaches related to the Service, or your account. We may, in our sole discretion, refuse, decline, suspend or disable your access to or use of the NFT Marketplace or your Account, and we reserve the right to reclaim usernames without liability to you. We will block multiple accounts of the same User. Also, you agree that you will not:
(a) Create another account if we have disabled one you had unless you have our permission; (b) Purchase, sell, rent or lease access to your account or username unless you have our written permission first; (c) Share your account password with anyone; or (d) Log in or try to log in to access the Marketplace Services through unauthorized third-party applications.
3.2 For use of the NFT Marketplace Purchasers and Vendors will need to generate a link key. This link key will allow Purchasers and Vendors to integrate their cryptocurrency wallet (Wallet) with the NFT Marketplace which is necessary to buy and sell NFTs.
3.3 After applying a link key and integrating their Wallet, Purchasers and Vendors will be able to use the NFT Marketplace (Registration).
3.4 Users may view and browse the NFT Marketplace without Registration but will need to register to purchase an NFT from the NFT Marketplace.
3.5 We do not accept liability for any loss suffered by a User in connection with the User losing a link key. Users should always ensure their Wallet passwords and seed phrases are secure and not shared with any other party.
(a) The NFT Marketplace allows you to sell, purchase, collect and showcase NFTs. Such transactions will be governed by, and conducted in accordance with, the individual blockchain sales terms applicable to each such transaction.
(b) Once a Purchaser has registered, they may purchase NFTs from Vendors as set out in Listings on the NFT Marketplace. Any purchase made through the NFT Marketplace is an offer by the Purchaser to purchase a particular NFT from the Vendor for the Purchase Price.
(c) It is the Purchaser's responsibility to check the purchase details, including the selected NFT and Purchase Price, before making a purchase through the NFT Marketplace. The Purchaser assumes all risk in any risk in the intellectual property associated with an NFT purchased through the NFT Marketplace and should satisfy themselves prior to purchase that the NFT offered for sale is genuine and carries the necessary intellectual property rights connected with any design or mark associated with the NFT.
(d) By minting, providing, or selling an NFT through the NFT Marketplace, you hereby represent and warrant that you own all legal right, title and interest in all intellectual property rights to the NFT Media linked or associated with such NFT, or you are legally authorized by the intellectual property owner to mint, provide or sell the NFT on the NFT Marketplace.
(a) A Vendor wanting to sell an NFT must register on the NFT Marketplace. The Vendor can then list the NFT for sale (Listing).
(b) When a Vendor is creating a Listing, they can choose a price for the NFT (the NFT Price). We do not make any representations as to the value of the NFTs listed and have no control over the prices set by the Vendor. In consideration for providing access to the NFT Marketplace and providing the Marketplace Services, we may add a service fee (as set out on the NFT Marketplace for Listings) on top of the NFT Price (the Service Fee). Part of the Service Fee may include a fee payable to the creator of the NFT (the Royalty Fee). A Vendor may also be liable to pay fees to us if they minted their NFT using our service.
(c) The total of the NFT Price, plus the Service Fee and any other applicable charges and taxes, including any Royalty Fee, is the price that a Purchaser will see on the NFT Marketplace and must pay to acquire an NFT from a Listing (the Purchase Price).
(d) The Listing will automatically populate the details of the NFT based on the NFTs unique ID.
(e) Vendors will not be able to withdraw an NFT from their inventory if it is in a live Listing. Vendors may only remove the Listing (if the NFT the subject of the Listing has not been sold) and then withdraw the relevant NFT from their inventory.
(f) Once the NFT has been sold (as set out below) ownership of the NFT will be transferred to the Purchaser and the Vendor will no longer be able to withdraw it from their inventory.
(g) Each Vendor agrees:
(i) that they are legally entitled to, and are capable of, selling the NFTs described in any Listing and have the right to offer up the intellectual property rights associated with any NFT placed in a Listing; and
(ii) that we may at any time and for any reason remove a Listing from our NFT Marketplace.
(h) In the event that you list an NFT for sale on the NFT Marketplace, you acknowledge and agree that:
(i) you must only list an NFT that you own;
(ii) your Listing must be accurate, current and complete and include all appropriate information on the relevant NFT;
(iii) your Listing must not be misleading (including through the omission of any material information with respect to the NFT listed for sale); and
(iv) you acknowledge and accept that any sale of such NFT will be final and that you will not be able to cancel the same or retain any ownership in such NFT following the completion of the sale transaction with respect to the relevant NFT.
(i) We reserve the right, in our sole and absolute discretion, to amend any Listing to supplement, remove, or correct information that may be inaccurate or materially misleading.
4.3 Conclusion of the transaction
(a) When the Purchaser selects an NFT to purchase and pays the Purchase Price on the NFT Marketplace, the offer is deemed accepted by the Vendor and results in a separate binding agreement between the Purchaser and Vendor for the supply of the NFT in accordance with these Terms. Once the payment by the Purchaser has been validated, the NFT will appear in the Purchaser’s inventory.
(b) Title to NFTs will remain with the Vendor until the Purchaser has paid the Purchase Price in full in accordance with the Terms. From the time the order is placed until title in the NFT passes, the Purchaser must not do anything which seeks to create an encumbrance, lien, charge, or other interest over the NFT.
(c) Risk in the NFT will pass to the Purchaser as soon as it appears in their inventory. Once risk in the NFT passes, the Purchaser will be solely responsible for it.
(d) Upon the acceptance of a Purchaser’s offer, the total sale price for the purchased NFT (along with all applicable taxes and fees) shall be payable by the relevant Purchaser in the relevant fiat currency or cryptocurrency as set forth by the Vendor in the relevant blockchain sales terms.
(e) You acknowledge and agree that we have no control over any payments or transactions, nor do we have the ability to reverse any payments or transactions. We will 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 NFT Marketplace and you hereby agree to indemnify us against and hold us harmless from any such claims or damages.
5.1 Each Purchaser agrees to pay the Purchase Price at the time of purchase of an NFT.
5.2 Each Vendor agrees that when we receive full payment of the Purchase Price from a Purchaser, this will constitute payment to the Vendor for the NFT and the Purchaser's payment obligation to the Vendor will be deemed completed at that time and the Vendor will have no further claims against the Purchaser with respect to that payment.
5.3 Every transaction on the NFT Marketplace requires the payment of a transaction fee (the Transaction Fee). Except as otherwise expressly stated in these Terms, you will be solely responsible to pay any Transaction Fee for any transaction entered into via the NFT Marketplace.
5.4 You agree that you are solely responsible for (i) determining what, if any, taxes apply to your NFT transactions on the NFT Platform and (ii) paying any and all sales, use, value-added and other taxes, duties, and assessments now or hereafter claimed or imposed by any governmental authority (collectively, Taxes) associated with your use of, and transactions conducted on, the NFT Platform. Neither us nor our Affiliates or employees are responsible for determining the Taxes that may apply to your NFT transactions. Except for corporate income taxes levied on us, you: (a) 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; and (b) will not be entitled to deduct the amount of any such Taxes from any payments made to us pursuant to these Terms.
6.1 Value and Volatility
You understand and agree that your access to, and use of, the NFT Marketplace is subject to certain risks including without limitation:
(a) The price and liquidity of collectible blockchain assets, including the NFTs, are extremely volatile and subjective and may be subject to fluctuations;
(b) Collectible blockchain assets, including the NFTs, have no inherent or intrinsic value;
(c) Fluctuations in the price of other digital assets could materially and adversely affect the value of your NFTs, which may also be subject to significant price volatility;
(d) NFTs are not legal tender and are not backed by governmental authorities;
(e) Transactions involving NFTs may be irreversible, and losses due to fraudulent or accidental transactions may not be recoverable, including accidental transactions whereby you provide wrong Wallet addresses;
(f) The value of collectibles, including the NFTs, is inherently subjective, and factors occurring outside the NFT Marketplace ecosystem may materially impact the value and desirability of any particular NFT;
(g) The value of NFTs may be derived from the continued willingness of market participants to exchange fiat currency or digital assets for NFTs, and therefore the value of NFTs is subject to the potential for permanent or total loss of value should the market for NFTs disappear; and
(h) NFTs are subject to the risk of fraud, counterfeiting, cyberattacks and other technological difficulties which may prevent access to or use of your NFTs.
6.2 Cryptocurrency Risks
There are risks associated with using a cryptocurrency, including, but not limited to, the risk of hardware, software and internet connections, the risk of malicious software introduction, and the risk that third parties may obtain unauthorised access to information stored with your electronic wallet. You acknowledge and accept that we will not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the NFT Marketplace.
6.3 Regulatory Uncertainty
The regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new regulations or policies may materially adversely affect the development of the NFT Marketplace, and by extension, the use, transfer, value and potential utility of your NFTs.
6.4 Payment Services Provider Risks
The NFT Marketplace and the Marketplace Services offered thereunder will rely on third-party platforms to perform the transactions for the purchase and sale of NFTs. If (a) we cease to continue any relationship with such platform providers; (b) the terms and conditions or pricing of such platform providers change; (c) we violate or cannot comply with the terms and conditions of such platforms; or (d) any of such platforms loses market share or falls out of favour or is unavailable for a prolonged period of time, access to and use of the NFT Marketplace may suffer.
6.5 Your own risk
You understand and agree that you are solely responsible for determining the nature, potential value, suitability and appropriateness of these risks for yourself. We do not give any advice or recommendations regarding the NFTs. You understand and agree that you access and use the NFT Marketplace at your own risk. You understand and agree that we will not be responsible for any communication failures, disruptions, errors, or distortions you may experience when using the NFT Marketplace or the Marketplace Services.