VERKO NFT MARKETPLACE TERMS AND CONDITIONS 

Last Updated: 19 July 2022

THESE TERMS AND CONDITIONS (THIS "Agreement") CONSTITUTE A BINDING CONTRACT BETWEEN YOU AND VERKO TECHNOLOGIES AG, A COMPANY INCORPORATED UNDER THE LAWS OF THE PRINCIPALITY OF LIECHTENSTEIN ("Company", "we", "us" and "our"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO BIND SUCH ENTITY TO THIS AGREEMENT. BY ACCESSING OR USING THE NFT MARKETPLACE (AS DEFINED BELOW), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING (THE DATE OF SUCH OCCURRENCE BEING THE "Effective Date"):

1. THIS AGREEMENT, AND
2. OTHER SUPPLEMENTAL TERMS AND POLICIES REFERENCED BELOW THAT ARE EXPRESSLY STATED TO BE INCORPORATED INTO, AND MADE A PART OF, THIS AGREEMENT BY REFERENCE. 

IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS OF THIS AGREEMENT OR DO NOT HAVE LEGAL AUTHORITY TO BIND TO THIS AGREEMENT AN ENTITY YOU ARE REPRESENTING, YOU MAY NOT ACCESS OR USE THE NFT MARKETPLACE.

This Agreement represents the entire agreement between you and the Company with respect to the subject matter hereof, and supersedes and replaces any and all prior and contemporaneous oral and/or written agreements, understandings and statements between you and the Company with respect to such subject matter. You acknowledge and agree that in entering into this Agreement you have not relied on any statement or representation (whether negligently or innocently made) not expressly set out in this Agreement. The language of this Agreement is expressly agreed to be the English language. By entering into the Agreement, you hereby irrevocably waive, to the maximum extent legally permitted, any Law (defined below) applicable to you requiring that the Agreement be localized to meet yours language (as well as any other localization requirements) or requiring an original (non-electronic) signature or delivery or retention of non-electronic records.

The Company reserves the right to modify this Agreement at any time by posting the modified Agreement on https://verko.io or its relevant subdomains. Such modifications will be effective five (5) days after such posting, and your continued use of the NFT Marketplace shall constitute your acceptance of such modifications. In such cases, we will also update the "Last Updated" date set forth above. Please check the above webpage regularly for any modifications. If you disagree with any modifications to the Agreement or any future changes to NFT Marketplace, your sole and exclusive remedy shall be to discontinue using NFT Marketplace and cancel your registration.        

1. DEFINITIONS AND INTERPRETATION

This Agreement contains a range of capitalized terms, some of which are defined in this Section, and some of which are defined elsewhere. The Section and sub-Section headings in this Agreement are for convenience of reading only, and may not to be used or relied upon for interpretive purposes.

"Content" means any text, data, information, images, graphics, sounds, videos, audio clips, links, and/or other similar materials.

"Feature" means any module, tool, and/or feature of the NFT Marketplace.

"Intellectual Property" means any and all inventions, discoveries, improvements, works of authorship, technical information, data, technology, know-how, show-how, designs, drawings, utility models, topography and semiconductor mask works, specifications, formulas, methods, techniques, processes, databases, computer software and programs (including object code, source code, APIs, and non-literal aspects), algorithms, architecture, records, documentation, and other similar intellectual property, in any form and embodied in any media.

"Intellectual Property Rights" means any and all rights, titles, and interests in and to Intellectual Property (under any jurisdiction or treaty, whether protectable or not, and whether registered or unregistered), and includes without limitation patents, copyright and similar authorship rights, personal rights (such as Moral Rights, rights of privacy, and publicity rights), architectural, building and location (and similar geography-based) rights, mask work rights, trade secret and similar confidentiality rights, design rights, industrial property rights, trademark, trade name, trade dress and similar branding rights, as well as: (a) all applications, registrations, renewals, extensions, continuations, continuations-in-part, divisions or reissues of the foregoing rights; and (b) all goodwill associated with the foregoing rights.

"Law" means any federal, state, foreign, regional or local statute, regulation, ordinance, or rule of any jurisdiction.

"NFT Seller Content" means Content inputted or uploaded by NFT Seller on the NFT Marketplace (such as NFT descriptions and images, NFT pricing, minting and delivery information, NFT Seller’s trademarks, service marks, brand names, and logos etc.).

"Moral Rights" means any rights of paternity or integrity, or any right to claim authorship of a work, to object to any distortion, mutilation or other modification of, or other derogatory action in relation to, any work, whether or not such would be prejudicial to the honor or reputation of the creator of the work, and any similar right, existing under judicial or statutory Law of any jurisdiction, or under any treaty.

"NFT" means non-fungible token or similar digital item built on a blockchain technology linked with certain content or data.

"NFT Marketplace" means the Company’s proprietary online marketplace platform located at https://igo.verko.io/ or such other URL as may be designated by the Company from time to time, as well as any mobile apps or other related services or applications thereto.  For the purposes of this Agreement, references herein to "NFT Marketplace" shall also be deemed to include all related APIs and other technology made available by the Company to enable use of the Marketplace.

"NFT Seller" means a seller of NFTs on the NFT Marketplace.  

"Privacy Policy" means the Company's then-current privacy policy available at https://verko.io/privacypolicy.html which describes how we collect, use, and share personal data about you and which is incorporated into this Agreement by reference.

"Update" means an upgrade, update (such as a fix or patch), or other modification, improvement, enhancement or customization to or of the NFT Marketplace.

2. NFT MARKETPLACE

1. NFT Marketplace. You acknowledge and agree that: (a) the NFT Marketplace is an online platform on which you can identify and purchase NFTs directly from NFT Sellers; (b) NFT Sellers act independently of the Company; (c) you are purchasing the NFTs from the respective NFT Sellers only (and not from the Company), and the Company has no authority to act on behalf of the NFT Sellers; (d) the Company is not acting as an agent for you or for any NFT Seller; (e) the Company is not party to any agreement between you and NFT Sellers; (f) you bear full responsibility for verifying the identity, legitimacy, and authenticity of NFTs that you purchase from NFT Sellers using the NFT Marketplace and we make no claims about the identity, legitimacy, functionality, or authenticity of NFT Sellers or NFTs (and any content associated with such NFTs) visible on the NFT Marketplace.

2. Account. In order to buy on the NFT Marketplace, you may be required to register for an account by submitting the information requested in the applicable web form (an "Account"). If you register an Account, you must provide the information requested by the Company. You represent and warrant that all information submitted during the registration process is, and will thereafter remain, complete and accurate. The Company may refuse, in its sole discretion, to open an Account for you. The Company may require you to provide additional information and documents in certain circumstances, such as at the request of any government authority, requirements of any applicable Law, or to investigate a potential violation of this Agreement. In such cases, the Company, in its sole discretion, may disable your Account and block your ability to access the NFT Marketplace until such additional information and documents are processed by the Company. If you do not provide complete and accurate information in response to such a request, the Company may refuse to restore your access to the NFT Marketplace. As between you and the Company, you alone shall be responsible and liable for maintaining the confidentiality and security of your Account credentials, as well as for all activities that occur under or in the Account. You must immediately notify the Company in writing of any unauthorized access to, or use of, the Account, or any other suspected or actual breach of security; but you also acknowledge that the Company may be unable to remedy the damage or loss (or otherwise assist) in such scenarios.

3. KYC/AML Due Diligence. You may be required to undergo and successfully pass the KYC/AML due diligence process which the Company and/or relevant NFT Seller determine, in their sole discretion, is reasonably necessary for the Company and/or relevant NFT Seller to comply with applicable Money Laundering Laws and “Know Your Customer” laws.

4. Privacy Policy. Please refer to the Privacy Policy for information about how we collect, use, and share personal data about you. By entering into this Agreement, you acknowledge to have read and understood the Privacy Policy.

5. Eligibility.  In order to be eligible to use the NFT Marketplace, you must: (a) be a natural person at least 18 or are of legal age to form a binding contract under applicable Law; (b) have full legal capacity and sufficient authorizations to enter into this Agreement, either acting in individual capacity or as a representative of a legal person; (c) have not been previously suspended or removed from using the NFT Marketplace or other Company’s services; (d) not be a resident or domiciled in any jurisdiction excluded by the Company and/or the NFT Seller in the KYC process, in particular the following countries: Afghanistan, Belarus, Iran, Iraq, Korea (the Democratic People's Republic of), Lebanon, Pakistan, Russian Federation, South Sudan, Sudan, Syrian Arab Republic, United States of America, Yemen.

6. Payment. In order to make purchases through the NFT Marketplace you must provide and maintain valid payment information either in connection with your Account, or as otherwise described on the NFT Marketplace website. You represent and warrant that you are authorized to use the payment method you use via the NFT Marketplace to make any purchase. Your order may be suspended or cancelled for any reason, including if the payment method cannot be verified, is invalid or is otherwise not acceptable. You acknowledge that in addition to having met the requirements for eligibility, the funds and the wallet you use for purchasing via the NFT Marketplace may be subject to a chain analysis for reasons of prevention of terrorist financing and money laundering in an automated process and you may be blocked from purchasing in case of a negative result (AML transaction review). The Company has 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. We do not provide refunds for any purchases that you might make via the NFT Marketplace.

7. Taxes. Generally, the purchase price for NFTs is exclusive of all taxes, levies, duties or similar governmental assessments of any kind, including, for example, use or capital gains taxes imposed in any jurisdiction (collectively: "Taxes"). You are responsible for payment of all Taxes in connection with the purchase of the NFTs or your use of the NFT Marketplace.

3. ACCESS

Subject to the terms and conditions of this Agreement, the Company grants you a limited, non-exclusive, non-assignable, non-sublicensable, revocable right, during the Term (defined below), to access and use the NFT Marketplace solely for your own personal and non-commercial use of buying Products (collectively, the "License") provided, however, that such License is subject to your compliance with this Agreement.

4. USAGE RESTRICTIONS

8. You shall not (and shall not permit or encourage any third party to) do any of the following: (a) reproduce the NFT Marketplace; (b) sell, assign, lease, lend, rent, distribute, or make available the NFT Marketplace to any third party, or otherwise offer or use the NFT Marketplace in a time-sharing, outsourcing, or service bureau environment; (c) modify, alter, adapt, arrange, translate, decompile, disassemble, reverse engineer, decrypt, or otherwise attempt to discover the source code or non-literal aspects (such as the underlying ideas, algorithms, structure, sequence, organization, and interfaces) of, the NFT Marketplace; (d) remove, alter, or conceal, in whole or in part, any copyright, trademark, or other proprietary rights notice or legend displayed or contained on or in the NFT Marketplace; (e) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the NFT Marketplace; (f) make a derivative work of the NFT Marketplace, or use the NFT Marketplace to develop any service or product that is the same as (or substantially similar to or competitive with) the NFT Marketplace; (g) publish or transmit any robot, virus, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the NFT Marketplace; (i) take any action that imposes or may impose (at the Company’s sole discretion) an unreasonable or disproportionately large load on the NFT Marketplace infrastructure, or otherwise interfere (or attempt to interfere) with the integrity or proper working of the NFT Marketplace; (j) use the NFT Marketplace to infringe, misappropriate or violate any third party's Intellectual Property Rights, or any Law; (k) use or attempt to use another user’s Account and/or payment method without authorization from such user; (l) pose as another person or entity; (m) use any data mining, robot, spider, crawler, scraper, script, browser extension, offline reader, or other automated means or interface not authorized by us to access the NFT Marketplace, extract data, or otherwise interfere with or modify the rendering of the NFT Marketplace pages or functionality; (n) use the NFT Marketplace for money laundering, terrorist financing, or other illicit finance; (o) use the NFT Marketplace from a geographic area that is subject to U.S., EU, OECD or other applicable sanctions or embargoes; (p) use the NFT Marketplace to carry out any financial activities subject to registration or licensing, including but not limited to creating, selling, or buying securities, commodities, options, or debt instruments; and/or (q) use the NFT Marketplace to engage in price manipulation, fraud, or other deceptive, misleading, or manipulative activity.

9. Your full compliance with the above restrictions is a condition to the License; provided however, that such limitations shall not apply to the extent expressly permitted otherwise in this Agreement. You acknowledge that the NFT Marketplace contains information and materials that are confidential and proprietary to the Company (and may even constitute the Company’s trade secrets), and therefore you agree that a breach or threatened breach of this Section (Usage Restrictions) may cause the Company to suffer irreparable harm or damage for which monetary damages will be inadequate, and accordingly, if the Company seeks an injunction, specific performance, or other equitable relief to enforce any provision under this Section, the Company shall not be required to post a bond or to prove the likelihood of irreparable harm.

5. THIRD PARTY SOFTWARE

The NFT Marketplace may include third party software components that are subject to open source and/or pass-through commercial licenses and/or notices ("Third Party Software" and "Third Party Software Terms and Notices", respectively). The Company will reasonably comply with any valid written request submitted by you to the Company for exercising any rights you may have under such Third Party Software Terms and Notices. You acknowledge that your use of the NFT Marketplace is also governed by such Third Party Software Terms and Notices, and that to the extent of any conflict between this Agreement and any Third Party Software Terms and Notices, the latter shall control. Any undertakings, representations, warranties, guarantees, conditions, indemnities or other commitments made by the Company in this Agreement concerning the NFT Marketplace (if any), are made by the Company and not by any authors, licensors, or suppliers of, or contributors to, such Third Party Software. Notwithstanding the foregoing sentence or anything in this Agreement to the contrary, the Company does not make any representation, warranty, guarantee, or condition, and does not undertake any defense or indemnification, with respect to any Third Party Software.

6. THIRD PARTY CONTENT AND SOURCES

The NFT Marketplace may present, or otherwise allow you to view, access, link to, and/or interact with, Content from third parties and other sources that are not owned or controlled by the Company (such Content, "Third Party Content"). The NFT Marketplace may also enable you to communicate with the related third parties. The display or communication to you of such Third Party Content does not (and shall not be construed to) in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by the Company of such Third Party Content or third party, nor any affiliation between the Company and such third party. The Company does not assume any responsibility or liability for Third Party Content, or any third party's terms of use, privacy policies, actions, omissions, or practices.

7. NFT SELLER CONTENT

The Company does not make any representations or warranties about the NFT Seller Content visible through the NFT Marketplace, including any Content associated with NFTs displayed on the NFT Marketplace. You acknowledge and agree that each NFT Seller is solely responsible and liable for its NFT Seller Content, and for the way in which it is used or relied upon by others (including you). Without limiting the generality of the foregoing sentence, you acknowledge and agree that when accessing and using the NFT Marketplace: (i) you will be exposed to Content from a variety of other users, and that the Company is not responsible for the accuracy, usefulness, safety, or Intellectual Property Rights of, or relating to, such Content; and (b) you may be exposed to Content that is inaccurate, offensive, indecent, or objectionable. You hereby irrevocably waive any legal or equitable rights or remedies you may have against NFT Seller with respect to such Content.

8. NFTs

10. In respect of each NFT listed on the NFT Marketplace, the Company makes no representation, warranty, guarantee, or condition that: (a) NFT Seller is an authorized seller of the NFT (and has obtained any and all licenses, permissions, consents, approvals, and authorizations required to sell the NFT), and that its listing does not, and will not, infringe, misappropriate, or violate any third party's Intellectual Property Rights, or any Law; (b) the NFT is legitimate, authentic, authorized for sale, and not stolen, or illegal; (c) the NFT matches the corresponding NFT description and other NFT Seller Content associated with such NFT; and (d) the NFT will be of satisfactory quality and fit for purpose, and free from defects in design, material or workmanship.

11. NFT and its sale may be subject to terms directly between you and NFT Seller with respect to the use of the NFT Content and benefits associated with a given NFT (“Purchase Terms”). The Company is not a party to any such Purchase Terms, which are solely between you and the NFT Seller. The Company at its sole discretion may make such Purchase Terms available or accessible through the NFT Marketplace, but we do not undertake to do so. You and NFT Seller are entirely responsible for communicating, promulgating, agreeing to, and enforcing Purchase Terms. Any license rights in any Content linked to or associated with any NFTs is solely as set forth by the applicable Purchase Terms. You are solely responsible for reviewing such Purchase Terms.

9. ASSUMPTION OF RISKS

You agree and acknowledge that you assume the following risks:

1. To the extent there is a price or market for a blockchain asset such as an NFT, such markets and prices are extremely volatile, and variations in the price of other digital assets could materially and adversely affect the value of any digital asset(s) you own, and there is no guarantee that the purchased NFTs will have or retain any value;

2. The commercial or market value on any NFT may materially diminish in value as a result of a variety of things such as negative publicity;

3. A lack of use or public interest in the creation and development of distributed ecosystems could negatively impact the development of those ecosystems and related applications, and could therefore also negatively impact the potential utility of NFTs;

4. There are risks associated with using an Internet-native assets (e.g., non-fungible tokens, cryptocurrencies etc.) including, but not limited to, the risk of hardware, software, and Internet connections and/or failures, the risk of malicious software introduction, and the risk that third parties may obtain unauthorized access to information stored within your digital “wallet” or elsewhere, and the Company will not be responsible for any of these, however caused;

5. Upgrades to the Elrond platform and blockchain, a hard fork or other change in the Elrond platform or blockchain, a failure or cessation of Elrond, or a change in how transactions are confirmed on the Elrond platform or blockchain may have unintended, adverse effects on all blockchains using such technologies, including without limitation to the NFTs you may purchase;

6. A wallet and the NFTs it contains can only be accessed using the private key assigned to the wallet or a respective smart contract controlling the wallet. You are solely responsible for the secure storage and administration of their private keys of the wallet in which the NFTs are held, as well as for the protection of the private key and the wallet against unauthorized access by third parties. Loss of the private keys can lead to irretrievable loss of the NFTs you purchased. The Company recommends you seek professional advice on the safe management of private keys. You hereby agree to be aware that the risk of losing access to the NFT due to loss of private key(s), custodial error, or purchaser error is solely your responsibility and the Company cannot be held liable for it;

7. Hackers or other groups or organizations may attempt to interfere with your wallets, or the NFTs you hold in variety of ways, including but not limited to denial-of-service attacks, Sybil attacks, spoofing, smurfing, malicious attacks or consensus-based attacks, which may result, e.g., in NFTs being stolen or inaccessible without change of recovery. Blockchains are exposed to mining attacks which may put the smart contract at risk;

8. The risk of hacking, security weaknesses, fraud, counterfeiting, cyber-attacks, and other technological difficulties;

9. The risk of changes to the regulatory regime governing blockchain technologies, cryptocurrencies, and NFTs and new regulations, unfavorable regulatory intervention in one or more jurisdictions or policies any of which may materially adversely affect the use and value of the NFTs you may have purchased;

10. The risks related to taxation;

11. That NFTs are not legal tender and are not back by any government; and

12. It is your responsibility to obtain any necessary qualified tax advice and to evaluate the tax consequences of purchasing, holding, using and selling the NFTs through the NFT Marketplace and otherwise.

10. FEATURES

All references herein to the "NFT Marketplace" shall be deemed to include its Features as well. The Company reserves the right to remove, modify, and/or add Features at any time, without any notice or obligation to you, and for any reason whatsoever. Some Features may in any event be limited, suspended or restricted by geography, volume, duration or any other criteria decided by the Company in its sole discretion. Moreover, if the Company determines that you are in breach of any provision of this Agreement, the Company reserves the right to block you from certain Features. The Company makes Features available because it believes it enhances the user experience of the NFT Marketplace; but you acknowledge and agree that just because the Company makes a Feature available, it does not mean the Company endorses, or otherwise controls, every manner in which such Feature is used. A new or modified Feature may be accompanied by separate or additional terms and conditions, in which case such terms will (as determined in such terms and conditions) apply instead of, or in addition to, this Agreement. The Company may in its sole discretion charge for new Features.

11. UPDATES

All references herein to the "NFT Marketplace" shall be deemed to include any Updates made available as well. The Company may from time to time provide Updates, but shall not be under any obligation to do so. Such Updates will be supplied according to whatever then-current policies the Company may have in place, and some Updates may in any event be limited, suspended or restricted by geography, volume, duration or any other criteria decided by the Company in its sole discretion. Some Updates may include automatic updating or upgrading without any notice or obligation to you, and you consent to any such automatic updating or upgrading of the NFT Marketplace. In some cases, you may be required to install the Update manually. An Update may be accompanied by separate or additional terms and conditions, in which case such terms will (as determined in such terms and conditions) apply instead of, or in addition to, this Agreement. The Company may in its sole discretion charge for Updates. The Company is under no obligation to provide any technical support for the NFT Marketplace.  

12. OWNERSHIP AND CONTENT LICENSE

12. NFT Marketplace. You hereby acknowledge that the NFT Marketplace is or may be protected by Intellectual Property Rights (and similar) Laws, treaties, and conventions. Any rights not expressly granted herein are hereby reserved by the Company and its licensors. As between you and the Company, the Company is the sole and exclusive owner of all Intellectual Property Rights in and to the NFT Marketplace, and all Content generated or otherwise provided or appearing on or in the NFT Marketplace. For the avoidance of doubt, the Company’s name, logo, trademarks, and any Company’s product or service names, designs, logos, and slogans are the intellectual property of the Company or our affiliates or licensors and may not be copied, imitated or used, in whole or in part, without our prior written permission in each instance. You may not use any metatags or other “hidden text” utilizing “Verko” or any other name, trademark or product or service name of the Company or our affiliates or licensors without our prior written permission. All other trademarks appearing within the NFT Marketplace are the trademarks of their respective owners.

13. Feedback. If you provide the Company with any ideas, suggestions, or similar feedback about performance of the NFT Marketplace and/or for improving the NFT Marketplace ("Feedback"), you hereby grant the Company a worldwide, assignable, non-exclusive, royalty-free, fully paid-up, sublicensable (through multiple tiers of sublicensees), irrevocable, and perpetual license, in any media format and through any media channels (now known or hereafter developed), to access, use, reproduce, distribute, publish, broadcast, make available to the public, modify, adapt, edit, create derivative works of, publicly display, publically perform, and otherwise commercially exploit such Feedback (the "Feedback License"). You hereby represent and warrant that: (A) your Feedback does not, and will not, infringe, misappropriate or violate any third party's Intellectual Property Rights, or any Law; and (B) you have obtained, and will maintain during and after any termination of this Agreement, all licenses, permissions, consents, approvals, and authorizations required to grant the Feedback License. The Feedback License shall survive any termination of this Agreement.

13. DISCLAIMERS

14. YOUR ACCESS TO AND USE OF THE NFT MARKETPLACE IS AT YOUR OWN RISK. THE NFT MARKETPLACE AND ANY CONTENT WHATSOEVER ARE PROVIDED AND MADE AVAILABLE TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, QUIET POSSESSION, TITLE, QUALITY OF SERVICE, NON-INFRINGEMENT, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR DEALING, OR USAGE OF TRADE, ALL OF WHICH ARE HEREBY DISCLAIMED BY THE COMPANY AND ITS LICENSORS. NO ADVICE OR INFORMATION, WHETHER ORAL OR OBTAINED FROM THE COMPANY PARTIES OR THROUGH THE NFT MARKETPLACE, WILL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN. YOU ACCEPT THE INHERENT SECURITY RISKS OF PROVIDING INFORMATION AND DEALING ONLINE OVER THE INTERNET AND WILL NOT HOLD THE COMPANY RESPONSIBLE FOR ANY BREACH OF SECURITY.

15. IN ADDITION, NEITHER THE COMPANY NOR ITS LICENSORS OR SUPPLIERS MAKE ANY REPRESENTATION, WARRANTY, GUARANTEE OR CONDITION:

1. REGARDING THE EFFECTIVENESS, USEFULNESS, RELIABILITY, AVAILABILITY, TIMELINESS, ACCURACY, OR COMPLETENESS OF THE NFT MARKETPLACE, OR ANY CONTENT;  
2. THAT YOUR USE OF, OR RELIANCE UPON, THE NFT MATKERPLACE OR ANY CONTENT WILL MEET YOUR REQUIRMENTS OR EXPECTATIONS;
3. THAT THE NFT MARKETPLACE OR ANY CONTENT WILL BE UNINTERRUPTED, SECURE, ERROR-FREE OR VIRUS-FREE, OR THAT DEFECTS IN THE NFT MARKETPLACE WILL BE CORRECTED; OR
4. REGARDING THE SATISFACTION OF, OR COMPLIANCE WITH, ANY GOVERNMENT REGULATIONS OR STANDARDS.

16. THE COMPANY WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF NFTS, CONTENT, AND/OR CONTENT LINKED TO OR ASSOCIATED WITH NFTS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES, OR CLAIMS ARISING FROM: (A) USER ERROR, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) UNAUTHORIZED ACCESS OR USE; (D) ANY UNAUTHORIZED THIRD-PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST THE SERVICE OR NFTS.

17. NFTS EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE ASSOCIATED BLOCKCHAIN. ANY TRANSFERS OR SALES OCCUR ON THE ASSOCIATED BLOCKCHAIN. THE COMPANY CANNOT EFFECT OR OTHERWISE CONTROL THE TRANSFER OF TITLE OR RIGHT IN ANY NFTS OR UNDERLYING OR ASSOCIATED CONTENT OR ITEMS.

18. THE COMPANY IS NOT RESPONSIBLE OR LIABLE FOR ANY SUSTAINED LOSSES OR INJURY DUE TO VULNERABILITY OR ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE NFTS. THE COMPANY IS NOT RESPONSIBLE FOR LOSSES OR INJURY DUE TO LATE REPORTS BY DEVELOPERS OR REPRESENTATIVES (OR NO REPORT AT ALL) OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE NFTS, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING LOSSES OR INJURY AS A RESULT.

19. Some jurisdictions' Laws do not allow the disclaimer of certain implied warranties or conditions, and to the extent applicable to you, the Company limits the duration of such warranties and conditions to the duration of ninety (90) days from the Effective Date.

20. YOU ACKNOWLEDGE AND AGREE THAT THIS SECTION (DISCLAIMER) IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND THE COMPANY.

14. LIMITATION OF LIABILITY

21. IN NO EVENT SHALL THE COMPANY, ANY ITS AFFILIATE, OR ANY OF ITS LICENSORS BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT, FOR:

1. ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES;

2. ANY LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF REVENUE, OR LOSS OF ANTICIPATED SAVINGS;

3. ANY LOSS OF, OR DAMAGE TO, DATA, REPUTATION, OR GOODWILL; AND/OR

4. THE COST OF PROCURING ANY SUBSTITUTE GOODS OR SERVICES.

22. THE COMBINED AGGREGATE LIABILITY OF THE COMPANY AND ALL ITS AFFILIATES UNDER, OR OTHERWISE IN CONNECTION WITH, THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF: (A) ONE HUNDRED U.S. DOLLARS (US $100), AND (B) THE AMOUNT RECEIVED BY THE COMPANY FOR ITS SERVICE DIRECTLY RELATING TO THE ITEMS THAT ARE THE SUBJECT OF THE CLAIM.

23. THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL APPLY: (A) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW; (B) EVEN IF THE COMPANY OR THE COMPANY’S AFFILIATE HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES, DAMAGES, OR COSTS; (C) EVEN IF ANY REMEDY IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; AND (D) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY, INCLUDING WITHOUT LIMITATION BREACH OF WARRANTY, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY, OR OTHER CONTRACT OR TORT LIABILITY.

24. THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL NOT APPLY TO ANY THE COMPANY LIABILITY ARISING: (A) FROM DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE; OR (B) FROM FRAUD.  

25. Some jurisdictions' Laws do not allow the exclusion or limitation of incidental or consequential damages, or of other damages, and to the extent applicable to you, such exclusions and limitations shall not apply.  

26. YOU ACKNOWLEDGE AND AGREE THAT THIS SECTION (LIMITATION OF LIABILITY) IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND THE COMPANY.

15. INDEMNIFICATION

If any third party (including, but not limited to, a regulatory or governmental authority) brings any kind of demand, claim, suit, action or proceeding against the Company, its affiliate, and/or any of our respective directors, officers, employees, or representatives (each, an "Indemnitee"), and it is based upon or arises from:

1. Your use or misuse of the NFT Marketplace, Content, NFTs, or Content linked to or associated with any NFTs; and/or

2. Any Feedback you provide; and/or

3. Your breach of any provision of this Agreement; and/or

4. Your violation of the rights of or obligations to a third party.

(each of the foregoing, an "Indemnity Claim") then, upon written request by the Company (to be decided in its sole discretion), you agree to assume full control of the defense and settlement of the Indemnity Claim; provided, however, that (d) the Company reserves the right, at any time thereafter, to take over full or partial control of the defense and/or settlement of the Indemnity Claim, and in such cases you agree to reasonably cooperate with the Company's defense activities at your own cost and expense; and (e) you shall not settle any Indemnity Claim, or admit to any liability thereunder, without the express prior written consent of the Indemnitee(s).

In addition, and regardless of whether (or the extent to which) you controlled or participated in the defense and/or settlement of an Indemnity Claim, you agree to indemnify and hold harmless the Indemnitee(s) for and against: (a) any costs and expenses (including reasonable attorneys' fees) incurred by the Indemnitee(s) in the defense of the Indemnity Claim; and (b) any amounts awarded against, or imposed upon, the Indemnitee(s) under such Indemnity Claim, or otherwise paid in settlement of the Indemnity Claim (including without limitation any fines or penalties).

16. TERM AND TERMINATION

27. Term. This Agreement commences on the Effective Date and shall continue in full force and effect until terminated in accordance herewith (the "Term").

28. Termination. If you breach any of the provisions of this Agreement, the License will terminate automatically. Additionally, the Company reserves the right, with or without notice and in its sole discretion, to suspend, disable, terminate, or delete your Account and/or your ability to access or use the NFT Marketplace (or any part thereof) at any time and for any or no reason, and you acknowledge and agree that it shall have no liability or obligation to you in such event and that you will not be entitled to a refund of any amounts that you have already paid to the Company.

17. CONSEQUENCES OF TERMINATION; SURVIVAL

Upon termination of this Agreement, the License will automatically terminate and be deemed revoked, and you shall immediately cease use of the NFT Marketplace. Sections 12 (Ownership and Content License) through 19 (Miscellaneous) shall survive termination of this Agreement, as shall any right, obligation or provision that is expressly stated to so survive, or that by its nature ought to survive. Termination shall not affect any rights and obligations accrued as of the effective date of termination.

18. GOVERNING LAW 

29. This Agreement shall be governed by the laws of the Principality of Liechtenstein without giving effect to the principles of conflict of laws thereof.

30. You irrevocably and unconditionally (i) submit to the exclusive jurisdiction of the Principality Liechtenstein District Court and any appellate court from any such court, solely for the purpose of any action, suit or proceeding relating in any way to your access or use of the NFT Marketplace, to any products sold or distributed through the NFT Marketplace, or to any aspect of your relationship with the Company, (ii) agree that venue shall like exclusively in such courts, and (iii) waive, to the fullest extent you may effectively do so, any defense of an inconvenient forum to the maintenance of such action or proceeding in any such court and any right of jurisdiction on account of your place of residence or domicile.

31. FURTHERMORE, YOU: (A) AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY CLAIM, DISPUTE OR CONTROVERSY WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS (AND NOT IN ANY CLASS ACTION OR CLASS-WIDE PROCEEDING), AND THAT YOU MAY INITIATE SUCH PROCEEDINGS ONLY ON YOUR OWN BEHALF; (B) HEREBY IRREVOCABLY WAIVE THE RIGHT TO LITIGATE SUCH CLAIMS, DISPUTES, OR CONTROVERSIES IN COURT BEFORE A JURY; AND (C) AGREE NOT TO PARTICIPATE IN CLAIMS, DISPUTES, OR CONTROVERSIES BROUGHT IN AN ATTORNEY GENERAL OR REPRESENTATIVE CAPACITY, OR IN CONSOLIDATED CLAIMS, DISPUTES, OR CONTROVERSIES INVOLVING ANOTHER PERSON'S ACCOUNT.

32. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY CLAUSE OR CAUSE OF ACTION ARISING OUT OF, OR RELATED TO, THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE, OR ELSE YOU AGREE THAT SUCH CLAIM OR CAUSE OF ACTION WILL BE PERMANENTLY BARRED.

19. MISCELLANEOUS

33. Assignment. The Company may assign this Agreement (or any of its rights and/or obligations hereunder) without your consent, and without notice or obligation to you. This Agreement is personal to you, and you shall not assign (or in any other way transfer) this Agreement (or any of its obligations or rights hereunder) without the Company’s express prior written consent. Any prohibited assignment shall be null and void. Subject to the foregoing, this Agreement binds and benefits each party and its respective successors and assigns.

34. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, then: (a) the remaining provisions of this Agreement shall remain in full force and effect; and (b) such affected provision shall be ineffective solely as to such jurisdiction (and only to the extent and for the duration of such invalidity, illegality, or unenforceability), and shall be substituted (in respect of such jurisdiction) with a valid, legal, and enforceable provision that most closely approximates the original legal intent and economic impact of such provision.

35. Remedies. Except as may be expressly stated otherwise in this Agreement, no right or remedy conferred upon or reserved by any party under this Agreement is intended to be, or shall be deemed, exclusive of any other right or remedy under this Agreement, at law or in equity, but shall be cumulative of such other rights and remedies.

36. Waiver. No failure or delay on the part of any party in exercising any right or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or remedy preclude any other or further exercise thereof or the exercise of any other right or remedy. Any waiver granted hereunder must be in writing (for waivers by you, emails will be acceptable; for waivers by the Company, the writing must be duly signed by an authorized representative of the Company), and shall be valid only in the specific instance in which given.

37. No Storage. The NFT Marketplace is not intended to, and will not, operate as a data storage product or service, and you agree not to rely on the NFT Marketplace for the storage of any Account or other Content whatsoever. You are solely responsible and liable for the maintenance and backup of all Account Content or other Content of yours. Notwithstanding the foregoing, the Company reserves the right to automatically download Account Content to the Company's cloud-based database(s).

38. Notices. You agree that the Company may send you notices by email, push notification, text messages, via your Account, by regular mail, and/or via postings on or through the NFT Marketplace.

39. Third Party Rights. Except as otherwise provided herein, this Agreement is intended solely for the benefit of the parties and is not intended to confer third-party beneficiary rights upon any other person or entity.