Last upated: 17 May 2023
OUR AGREEMENT WITH YOU
AGREEMENT FOR USE OF THE PLATFORM
These Terms are very important. They contain essential information for You regarding Your rights and obligations and govern Your access to and use of the Platform, including any content, functionality and services offered on or through the Platform (including the use, acquisition, purchase, storage, sale, distribution and display of NFTs). THESE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU, THE RIGHTS HOLDER AND BLOCKTRUST, SO PLEASE ENSURE YOU READ THEM THOROUGHLY AND UNDERSTAND THEM PRIOR TO CONTINUING TO USE THE PLATFORM AND PURCHASING OR ACQUIRING ANY SERVICES OR PRODUCTS (INCLUDING ANY NFTs) FROM ANY MARKETPLACE ON THE PLATFORM. The Rights Holder and BlockTrust are only making the Platform and certain services available to You to use on the basis You have agreed to all these Terms. By signing up to, logging in to or by using the Platform or any part of it, in any way, or by transacting via the Platform, You understand and agree to, and You confirm that You understand and agree to, comply with and be bound by all these Terms. If You are accepting these Terms on behalf of a company or other person or entity, You represent and warrant that You have the authority to bind that company, person or entity to these Terms and that Your agreement to these Terms will be treated as the agreement of that company, person or entity. In that event, “User”, “You”, “Your” and “Yourself” will also refer and apply to that company, person or entity. If You do not have that authority, or if You do not accept all of these Terms in their entirety, then the Rights Holder and BlockTrust do not agree to make the Platform available to You in any manner or to allow You to transact with or use the Platform in any manner. BY USING THE PLATFORM OR ANY PART OF IT, IN ANY WAY, OR BY TRANSACTING VIA THE PLATFORM, YOU ARE CONFIRMING THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY AND TO COMPLY WITH ALL OF THE TERMS OF SERVICE AS OF THE “LAST UPDATED DATE”. YOU MAY NOT USE THIS PLATFORM IF YOU: (I) DO NOT AGREE TO THESE TERMS OF SERVICE; (II) ARE NOT OF THE AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE (SEE FURTHER BELOW); OR (III) ARE PROHIBITED FROM ACCESSING OR USING THIS PLATFORM OR ANY OF THIS PLATFORM’S CONTENTS, PRODUCTS OR SERVICES BY APPLICABLE LAW.
CHANGES TO THE TERMS, PLATFORM OR SERVICES
We are constantly and regularly innovating and updating the Platform and Our Services to ensure a terrific user experience. From time to time We may modify functionalities or features, and we may suspend or stop a Service altogether. You therefore acknowledge and agree that the form and nature of the Platform and Services may change from time to time without notice to You and that By using this Platform in any way, You agree that We may in Our absolute and sole discretion: make changes to the functions, formats, nature and general use of the Platform, or any part of the Platform, from time to time, without prior notice to You; and modify the Terms applicable to Your use of the Platform or the Services from time to time, including to reflect changes to the law or a regulatory or other legally enforceable direction or to reflect changes to Our Services. Any changes to the Terms will be updated accordingly on the Platform and will be in effect as of the “Last Updated Date” referred to at the top of this page. It is Your duty to stay up to date regularly with changes to the Terms so before using this Platform on each occasion, You should review the Terms as of the “Last Updated Date”. You agree that the posting on the Platform of any updated version of the Terms (or any relevant part of it) will be sufficient notification of any changes or modification, without the need to specifically identify the changes or modifications. Modifications and changes will not apply retroactively and will become effective on the date specified. If You do not agree to the modified or changed Terms, You must cancel Your Account and terminate the Terms. By logging into the Platform after We have posted any modifications or changes on the Platform or provided a notice to You, You accept and agree to be bound by the Terms as modified or changed and Your continued use of this Platform after the “Last Updated Date” will constitute Your acceptance of and agreement to all such changes to the Terms.
By using this Platform, You confirm that You are over the age of 18. If You are under the age of 18, You may not use the Platform. We do not knowingly collect information from or direct any of Our content specifically to children under the age of 18. If We learn or have reason to suspect that You are a User under the age of 18, We will have to close Your Account. Other countries may have different minimum age limits, and if You are below the minimum age for providing consent for data collection in Your country, You may not use the Platform.
IDENTITY, SECURITY AND SUSPENSION
All User identity information associated with an Account on the Platform must be real and verifiable. Only the Person specified during the process of registering an Account may use that Account, and no User may have more than one Account. We may validate User information at any time by any reasonable means. Failure to provide identity verification when reasonably requested, having false, inaccurate, or outdated User information, or having more than one Account may result in suspension of Your Account or restricted access.
Any breach of security or access to Your Account or Wallet could result in the loss or theft of NFTs and/or funds held in Your Account, associated accounts, linked bank accounts, credit cards or Wallets. The security and monitoring of, control over and/or access to Your Account and any associated Wallet (as defined below) is therefore Your sole responsibility. You agree that access to Your Account and Wallet is limited solely to You and that You will not sell, rent, lease, transfer or provide access to Your Account or Wallet to any other Person. You must also ensure and maintain the secrecy and security of any username and password that You enter or We provide to You in connection with the Platform or Your Account or Your Wallet. You must not disclose any of these usernames or passwords to any third party. You will need to change Your passwords regularly by following the relevant instructions. We will be entitled to treat any use of, or action taken through the use of, such passwords on the Platform as being made or authorised by You. You must not allow any third party to perform any action, including uploading of content, creation of smart contracts, minting of NFTs, listing NFTs for sale, or purchasing NFTs under or through Your Account, and You remain entirely responsible for any and all activities that occur on the Platform or otherwise under Your login name. You agree that You are solely responsible for monitoring Your Account and that We are not liable, and will not be held liability or responsible, for security breaches of Your Account that are attributable to Your actions, inaction, negligence or fault. You agree to immediately notify us at email@example.com if You become aware of any unauthorised use of Your Account, Your Wallet, Your login name or password or any other breach of security known to You. You must not misuse Our Services. For example, You must not interfere with Our Services or try to access them using a method other than using the Platform and following the instructions and restrictions that we provide. You may use Our Services only as permitted by law, including applicable export and re-export control laws and regulations. You must not enter into these Terms or use the Platform or Services if You are: (a) a citizen of, or reside in, a country in which doing so is prohibited by law, decree, regulation, treaty or any other administrative act; (b) a citizen or resident of, or located in, a country or region that is subject to Hong Kong sanction regulations, Hong Kong Trade and Industry Department sanctions or United National Security Council sanctions(c) an individual or an individual employed by or associated with an entity identified on the Hong Kong CEDB or Security Bureau lists or otherwise ineligible to receive items subject to relevant export control laws and regulations.
We reserve the right to suspend, pause, close or cancel Your Account if we suspect Your Account, in Our sole discretion, is or has; been used for money laundering, fraudulent or illegal activity in any jurisdiction; been used in connection with any Banned Activities; been created using false or concealed identification information or other such details; been involved or engaged in any transaction or activity that results or threatens to result in any security breach and/or data breach of or in respect of the Platform; or been involved or engaged in any transaction or activity that violates or could potential violate any of the Terms.
ACCOUNT AND WALLET SET-UP AND REGISTRATION
ACCOUNT & WALLET SET-UP
In order to collect or purchase NFTs from the Platform, You will need to set up an electronic wallet that is supported by the Platform (a “Wallet”). Each NFT will be minted on the Polygon blockchain network and/or any other network determined by us in our absolute discretion (the “Network”).
You must provide accurate and complete personal information when creating an Account for use of the Platform. By creating an Account, You agree to provide accurate, current and complete information about Yourself and to maintain update Your Account information as necessary, when and as required. You will not be able to use the Platform if you provide false, inaccurate, or outdated User information. We reserve the right to reclaim usernames without liability to You. We also reserve the right to restrict, suspend, terminate or block Your access the Platform.
As a condition to using the Platform and purchasing, selling or displaying any NFTs, You represent and warrant that You have completed the “know-your-customer” process made available at https://www.moonpay.com/legal/aml_kyc_policy in accordance with the terms listed at that domain name (the “KYC Process”), and the Wallet is owned by the person whose information was provided in the KYC Process, the information provided in connection with the KYC Process is true and accurate and continues to be true and accurate and You are not purchasing any NFT on behalf of, or for the benefit of, any other person or entity. If You did not complete the KYC Process prior to purchasing any NFT, You must complete the KYC Process within 30 days of registering Your Account or Your Account will be suspended, restricted or terminated by Us. If You failed verification, You will not receive any refunds for any purchases that You have made on or through the Platform – whether for NFTs or any other items or Services.
PURCHASING AND EARNING YOUR NFTS
ACQUISITION OF NFTS
The Platform allows You to purchase, acquire, earn, collect, trade, sell, store or display NFTs. Each NFT is an asset on the Network.
PURCHASE OF NFTS
You can purchase NFTs either directly from Rights Holder (single NFTs, or packs of NFTs (a “Pack”)) or from other Users in the Platform’s marketplace. There will at times be different types and packs of NFTs available for purchase on the Platform and We reserve the right to modify the types, prices, selling formats, utility and bundles at Our absolute discretion. Depending on the type of NFT or the Pack or bundle of NFTs that You purchase, You may be collecting NFTs with varying levels of scarcity or utility. We strongly encourage You to purchase NFTs associated with the NoLimits Program from this Platform only. Should You purchase NFTs via any other platform or website, Your purchase will be entirely at Your own risk and We do not accept any liability or responsibility for Your purchase, or any associated risks. Transactions involving NFTs may be irreversible and losses due to fraudulent or accidental transactions may not be recoverable.
We may from time to time, at Our sole discretion, provide the opportunity for Users to earn NFTs for free by participating in activities (including tasks and marketing activities) on the Platform or associated platforms.
CHARACTERISTICS OF THE NFT
NFTs may consist of an image, an artistic representation of something, audio-visual or visual or audio-only recordings, statistics or other items, physical or digital, associated with the NoLimits Program.
VALUE OF NFTS
Each NFT has a defined set of attributes, which may bear different scarcity level to help determine the value of the NFT. Moreover, the price, value and liquidity of each NFT is volatile and is inherently subjective. Fluctuations in the price of other digital assets could materially and adversely affect the price of NFTs available for purchase or previously purchased on the Platform. Regulatory and legislative changes or actions could adversely affect the conditions of sale, use, transfer and value of the NFTs available for purchase or previously purchased on the Platform. NFTs are not classified as legal tender and are not backed by any government. By accepting the acquisition of NFTs on the Platform, You accept and agree You are solely responsible for determining its suitability for Your own collection and the associated risks, including but not limited to its value and potential future value. We do not provide any financial advice or recommendations regarding investment value or appropriateness of any collection of NFTs.
OWNERSHIP OF NFTS AND USE RESTRICTIONS
OWNERSHIP OF THE NFTS
Each NFT purchased on the Platform is a digital asset on the Network. When You purchase or acquire an NFT from the Platform in accordance with these Terms (“Your NFT”), in addition to the NFT Use Rights and Limited IP Licence (see below), You have the right to claim ownership of Your NFT. You understand and agree that the right to claim ownership of Your NFT means only that You have the right to sell, trade, swap or give away Your ownership of Your NFT in accordance with the Terms. You further understand and agree that ownership of Your NFT is entirely mediated on the Network. You acknowledge and agree that if: We are legally or contractually obliged to do so; or We reasonably believe such action should be taken to avoid legal liability or any breach of these Terms; or We determine that Your NFT has not been rightfully acquired from a legitimate and authorised source and not through any Banned Activities (as defined below), We have the right to, and may, at any time: seize, freeze or otherwise modify the ownership of Your NFT or any Service related to the NFT or associated program; and/or blur, remove, edit, replace, obscure, or otherwise modify any Content or Art in Your NFT and, in such circumstances, where appropriate, We will use reasonable efforts to provide You with replacement Art or Content to be used or incorporated in Your NFT. Other than Your right to claim ownership of Your NFT, the grant of the NFT Use Rights and the Limited IP Licence set out below, You do not own any other underlying rights to Your NFT or any Art or Content relating to that NFT, including any Intellectual Property contained in or relating to Your NFT.
NON-OWNERSHIP OF THE NFT ART, CONTENT OR PLATFORM MATERIALS
Your right to claim ownership of Your NFT does not provide You with any other rights to the NFT or Content or Art in the NFT, including any Intellectual Property contained in or relating to the NFT, except for NFT Use Rights and Limited IP Licence (see below). Intellectual Property contained in and/or to the NFT and/or related services, including but not limited to any Content and Art, remains entirely the property of the original owners (including Us) and may not be copied, imitated or used, in any way and in whole or in part, without the permission of the applicable Intellectual Property owner or licensee in writing and, in each case, in their absolute discretion. Furthermore, You understand and agree that Your acquisition or purchase of an NFT on this Platform or other platform, does not give You any rights, ownership or license to (a) the materials contained within this Platform, the Services or any related NFTs and (b) reproduce, distribute or otherwise commercialise any elements of the Platform or acquired NFTs.
NFTS USE RIGHTS
Subject to the sections titled ‘Changes to NFT Use Rights’ and ‘Ownership and License of Intellectual Property Rights’ and Your continued compliance with the Terms, upon the acquisition or purchase of Your NFT, You are granted a worldwide, non-exclusive, personal, non-transferable (except as expressly provided in these Terms), non-assignable, non-sub-licensable, revocable license solely: to display Your NFT and the Art and Content in Your NFT for Your own personal and non-commercial use; as part of a marketplace that permits the trade, purchase and sale of NFTs, provided that the marketplace verifies Your rights to display Your NFT and the Art and Content in Your NFT; or as part of a third party website, platform or application that permits the inclusion, involvement or participation of Your NFT, provided (i) the website, platform or application is approved by Us, (ii) the website, platform or application verifies Your rights to display Your NFT and the Art and Content in Your NFT, and (iii) Your NFT or any Art or Content in Your NFT is no longer visible or displayed on the website, platform or application once You leave or terminate Your association with (or no longer have an account with or You’re no longer registered on) the website, platform or application (together, the “NFT Use Rights”).
RESTRICTIONS ON NFTS USE RIGHTS
All rights not expressly granted to You in these Terms is reserved. You understand and agree that, notwithstanding Your NFT Use Rights, You must not do or attempt to do any of the following or permit or encourage any third party to do or attempt to do any of the following: use, sell, transmit or distribute any NFT or any part of it (including any Content, Art or Intellectual Property): for the purpose of or in connection with the advertising, marketing, selling, distributing or endorsing any third party product or service or any product or service any services or products of Yours other than the NFT; for Your or any other third-party’s commercial benefit; in any movies, videos, visual or audio-visual content or any other forms of media (including on any social media account or platform or content delivery platform); for commercial gain (including, without limitation, giving away in the hopes of eventual commercial gain), or otherwise commercialise merchandise or other products or services that includes, contains, or consists of any Content, Art of other Intellectual Property in or relating to that NFT, other than as part of a permitted transfer in accordance with these Terms; or profit from, licence or otherwise commercialise any NFT (or any Art or Content), other than as part of a permitted transfer in accordance with these Terms use, sell, transmit or distribute any NFT or any part of its content (including any Art, Content or other Intellectual Property) in a way that, or connection with any form of media that: depicts hatred, hate speech, intolerance, violence, cruelty, or anything else that could reasonably be determined to infringe on the rights (including Intellectual Property rights) of other Persons or entities; or that might bring either of Us, Our NFT program, a Service Provider, a Client, the Platform or any interests associated with Us into disrepute; or that might adversely affect any right or reputation of either of Us, Our NFT program, a Service Provider, a Client, the Platform or any interests associated with Us; or reproducing any NFT, Art or Content as a non-fungible token; modify the NFT or any part of its content (including any Content, Art or Intellectual Property relating to that NFT, including, without limitation, the shapes, designs, drawings, attributes or colour schemes) in any way; create any derivative works based on any NFT or any Content, Art or Intellectual Property relating to an NFT; combine any NFT or any Content, Art or Intellectual Property relating to an NFT into any other media or content; create, sell or attempt to create or sell, fractionalised interests in any NFT or any Content, Art or Intellectual Property relating to an NFT; separate, unlink, or decouple any Content, Art or other Intellectual Property from any NFT; or trademark, copyright or otherwise acquire Intellectual Property rights in or to any NFT or any Content, Art, Platform Materials or Services contained in or relating to the NFT (including any Intellectual Property).
CHANGES TO NFT USE RIGHTS
At times, depending on the nature of the license extended by the owner of third party Intellectual Property, We may need to issue additional restrictions for Your use, display and future purchase, transfer or swap of Your NFT and any other NFT Use Rights. To the extent that we make such changes and additional restrictions by updating these Terms, You will be responsible for complying with all such changes and additional restrictions and failure to comply will deemed a breach of the Terms.
OWNERSHIP AND LICENCE OF INTELLECTUAL PROPERTY RIGHTS
The parties agree that as between You and Us, the Rights Holder owns all Intellectual Property Rights in and to each NFT (including Your NFT) and any Art and Content, including all Intellectual Property Rights in and to any improvements, derivatives or modifications to that NFT and any Art and Content. To the extent You have or acquire any Intellectual Property Rights in any NFT (including Your NFT) or Content, You hereby assign those Intellectual Property Rights to the Rights Holder effective immediately on those Intellectual Property Rights vesting in or being acquired by You and You must sign any documents, deeds or agreements and take any other steps reasonably required by Us to perfect or give effect to that assignment. Subject to Your continued compliance with all the Terms, We and the Rights Holder grant to You a limited, worldwide, non-exclusive, personal, non-transferable, non-assignable, non-sub-licensable, revocable licence to use the Content and Art in Your NFT solely to the extent such use is necessary for You to utilise the NFT Use Rights and perform Your obligations under these Terms (Your “Limited IP Licence”). You understand and agree that this Limited IP Licence terminates immediately upon the earlier of Your transfer or sale of Your NFT in accordance with the Terms and termination or expiry of these Terms.
THIRD PARTY INTELLECTUAL PROPERTY
If Your NFT contains, includes or implicates any Intellectual Property Rights owned by a third party (“Third Party IP”), You acknowledge and agree that: You will not have the right to use that Third Party IP in any way except as incorporated in the NFT, and subject to the NFT Use Rights and these Terms; depending on the nature of the license granted from the owner of the Third Party IP, We may need to (and We reserve every right to) pass through additional restrictions on Your ability to use Your NFT and NFT Use Rights and to the extent that either of Us informs You of such additional restrictions in writing, You will be responsible for complying with all such restrictions from the date that you receive the notice and Your failure to do so will be deemed a breach of these Terms.
TERM AND TERMINATION OF NFT USE RIGHTS AND LIMITED IP LICENCE
The term of your NFT Use Rights and Limited IP Licence in and to Your NFT will commence upon Your purchase or acquisition of Your NFT and will continue in effect until terminated under any provision of these Terms. Either of Us may terminate these Terms immediately if You: at any time use, sell, swap, trade, donate, burn, give away, transfer, or otherwise dispose of an NFT except as expressly provided for in these Terms; or breach any of these Terms, and that termination will be immediately effective with or without notice from either or both of Us. Upon termination of these Terms for any reason, in addition to any other rights or remedies provided by law: the NFT Use Rights and Limited IP Licence granted to You will immediately terminate and You will have no further rights in or to any NFT, Content or Art; You must immediately cease using each NFT; You must, within 2 days of termination of expiry of these Terms, transfer each NFT to the Rights Holder or, if and as notified by BlockTrust or the Rights Holder, to a third party nominated by BlockTrust or the Rights Holder; and We may delete the Content and Art in respect of an NFT from the marketplace where you obtained that NFT (including the marketplace on the Platform).
TRANSFER OF OWNERSHIP
You acknowledge and agree that if at any time You sell, swap, transfer, donate, give away, transfer or otherwise dispose of Your NFT: You are no longer permitted to use, and have no further rights in connection with, that NFT or the Art, Content or Intellectual Property in or relating to that NFT; and the NFT Use Rights and Limited IP Licence will immediately expire without further notification from or by Us; The restrictions in the section titled ‘Restrictions on NFT Use Rights‘ above will survive the expiration or termination of the Terms.
OUR OWNERSHIP AND YOUR USE OF THE PLATFORM, SERVICES AND PLATFORM MATERIALS
We or Our Service Providers, Clients and/or other licensors own all legal right, title and interest in and to all other elements of the Platform and Services, including, without limitation, any and all art, designs, systems, methods, information, computer code, software, services, ‘look and feel’, organisation, compilation of the content, code, data, and all other elements of the Platform or Services that You may access on or through the Platform or Services, including NFTs (collectively, the “Platform Materials”). You acknowledge that the Platform, Services and Platform Materials are protected by various intellectual property laws and other applicable laws, and that Our and Our Service Providers’, Clients’ and/or other licensors’ copyrighted property and all trademarks, service marks and trade names associated with the Platform or otherwise contained in the Platform Materials are proprietary to Us or Our Service Providers, Clients and/or other licensors. Your use of the Platform, Services, Platform Materials or Your purchase of any NFT, whether from the Platform or otherwise, does not grant You ownership of or any other rights (including Intellectual Property) with respect to the Platform, Services or Platform Materials. We reserve all rights in and to the Platform, Services and Platform Materials that are not expressly granted to You in these Terms. You acknowledge and agree that You do not have the right, except as otherwise set out in these Terms, to distribute or otherwise commercialise any elements or parts of the Platform, the Services or the Platform Materials (including, without limitation, any Art or Content) and You will not apply for, register or otherwise use or attempt to use any of Our trademarks or service marks, or any confusingly similar marks, anywhere in the world without Our prior written consent. You may not use content from our Services, the Platform or any Platform Materials unless You obtain permission from its owner or are otherwise permitted by law. The Terms do not grant You any right or licence to use any branding or logos used in our Services, Platform Materials, the Platform or any NFT. You must not remove, obscure, or alter any legal notices displayed in or along with our Services, Platform Materials or the Platform. You may not copy, modify, reproduce, distribute, sell, or lease any part of our Platform, Services, Platform Materials or NFTS, nor may You reverse engineer or attempt to extract the source code of any software related to our Platform, Services or Platform Materials, unless You have Our prior written approval or (and only to the extent) any applicable laws actually prohibit such restrictions.
CONTENT FROM YOU
Some of our Services allow You to submit content. You retain ownership of any Intellectual Property that You hold in that content. You are liable for any content You upload, transmit or otherwise submit to or communicate via the Services or the Platform or otherwise embed or include in any NFT (“Your Personal Content”). If We receive any notice of alleged infringement of Intellectual Property by You, then We will respond as we see fit, which may include removing the Your Personal Content from the Platform and/or suspending or terminating Your Account, Your use of or rights to any NFT or the provision of Services to You, or terminating the Terms with You. When You upload or otherwise submit Your Personal Content via the Services or the Platform or include it in any NFT, You give Us, our Clients and Service Providers a non-exclusive, transferable, sub-licensable, royalty-free, perpetual, worldwide licence to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations, variations or other changes we make so that Your Personal Content works better with the Services and the Platform), communicate, commercialise, analyse, publish, publicly perform, publicly display and/or distribute, in any way now known or in the future developed, Your Personal Content. In some of our Services, there are terms or settings that narrow the scope of Our use of the content submitted in those Services. Some Services may offer You ways to access and remove content that has been provided to the Platform. However, content (including Your Personal Content) may continue to exist on Our systems where: (a) immediate deletion is not possible due to technical limitations; (b) Your Personal Content has been used by Clients and/or Service Providers and they have not deleted it; (c) Your Personal Content has become embedded into the NFT or (d) where deletion would restrict Our ability to: (i) investigate illegal activity or breaches of the Terms; (ii) to comply with Our legal obligations; or (iii) to comply with a request from a law enforcement, judicial or administrative authority or a government agency. We may also use content in accordance with the licence in de-identified form, including statistical information that is aggregated and anonymised. In each of these cases, this licence will continue even if You stop using our Services, cancel Your Account and/or terminate the Terms. It is Your responsibility to ensure You have all necessary rights to grant us this licence for Your Personal Content. You agree not to infringe or violate any third party Intellectual Property rights in connection with, and remain liable for, Your Personal Content or any other content or information You may make available on or through, Your use of the Platform or the Services. If You submit feedback or suggestions about Our Services or the Platform, We and our Service Providers and Clients may use Your feedback or suggestions without obligation to You.
FEES, PAYMENTS & TAXES
FEES FOR USERS
Any payments or financial transactions that You engage in via the Platform will be conducted through the Network. Every transaction on the Network will incur a transaction fee (“Gas Fee”). The Gas Fees fund the network of computers that run the Network and You expressly agree to be solely responsible for any related Gas Fee and other transaction fees that are instigated by Your acquisition of any product or service on the Platform (including but not limited to any NFT), disclosed at the time of sale. You authorise Us to automatically deduct fees directly from payments to You and/or add fees to Your payments on the Platform, where applicable. Where You are a Client, any charges for the Services will be governed by Our commercial agreement with the Client.
BILLING AND PAYMENTS
If any fees apply to Your use of the Platform or Services You must pay BlockTrust any applicable fees at the time those amounts are due and payable using agreed payment method(s).
You will be solely liable and responsible to determine what, if any, taxes apply to You and/or Your NFT-related transactions and to pay any and all sales, use, GST, value-added and other taxes, duties, and assessments, taxes 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, including any foreign, federal and/or state and/or local taxes and assessments in any jurisdiction as may be applicable to You or Your business in connection with Your access to, or use or receipt of, the Services or the Platform, in each case as are now or hereafter may be imposed under the authority of any national, state, local or any other taxing jurisdiction, except taxes on Our net income (together, “Taxes”). Except for income taxes levied on Us, You will pay or reimburse Us for all Taxes and will not be entitled to deduct the amount of any Taxes from payments (including Gas Fees) made to any of Us pursuant to these Terms. We are not responsible for determining the Taxes that apply to any of Your transactions on the Platform.
Subject to applicable laws, We do not provide refunds for any purchases on the site of NFTs, memberships, loyalty programs, services or anything else on or using the Platform.
COSTS FOR OVERDUE FEES
If We are required to collect overdue fees from You, You must pay all costs (including legal fees), if any, incurred by Us in collecting those overdue fees from You and any interest payments reasonable in the circumstances.
Any voucher, coupon, discount or any other offer used to pay for or reduce any fees can only be used once. Where there isn’t an expiry identified on a voucher, coupon, discount or any other offer, and where permitted by law, it is valid for only 30 days from the date of the offer or notice date.
We may charge Users for Our mobile services, but in any event please be aware that Your carrier’s normal rates and fees, such as text messaging and data fees, will also apply. Where You are a Client, any mobile charges will be governed by Our commercial agreement with the Client. In the event You change or deactivate Your mobile telephone number, You must update Your account information on the Platform within 48 hours to ensure that any messages or notifications are not sent to any Person who may acquire Your old number. You authorise other Users to sync (including through an application) their contact list information onto their mobile devices, which may include the transfer of Your basic information visible to them on the Platform, as well as Your name and profile picture if this is public.
GENERAL USER OBLIGATIONS & BANNED ACTIVITIES
YOUR GENERAL OBLIGATIONS
You must provide a consistent and high level of courtesy, respect and professionalism toward each other User. You must also use good judgement when posting information, comments, feedback, or other content regarding either of Us, the Platform, the NoLimits Program, other Users or any other third party anywhere within the Platform. Any content that You submit via the Platform must not be Unacceptable Content, must not contain any information enabling or requesting contact or payment outside of the Platform. You must take Your own precautions (including antivirus software) to ensure that Your access to the Platform and Services does not expose You to viruses or other code that is harmful or may assist in causing harm. You further agree that You are responsible and liable for Your own conduct while accessing or using the Platform and for all direct, indirect, foreseeable and unforeseeable consequences of that conduct.
We do Our best to keep the Platform safe, however we cannot guarantee safety. You agree to help us keep the Platform safe and agree that You will not, on or through the Platform or in connection with the Services, engage in any Banned Activities.
You agree that it is a condition on Your use of the Platform and the Services that You only use the Platform for purposes that are legally permissible and in accordance with these Terms and all applicable laws and that You will not, and You will not allow or encourage any third party to: mislead or deceive others or engage in any conduct that is misleading or deceptive (or likely to mislead or deceive), malicious, or discriminatory, including by any act or omission; engage in unlawful conduct, including in any multi-level marketing such as a pyramid scheme, or post unauthorised commercial communications (such as spam); solicit login information or access an Account belonging to someone else; upload, post, transmit, send, distribute or disseminate or otherwise make available through the Platform any Unacceptable Content, or otherwise bully, intimidate, or harass any User or any other Person; upload or distribute viruses, worms, Trojan horses, defects, corrupted files, hoaxes or other malicious code or content or items of a destructive nature; use any spider, site search/retrieval application or other device to retrieve or index any portion of the Platform or the content posted on the Platform, or to collect information about Users for any unauthorised purpose; use any data mining, screen scraping or similar software or other data gathering, analysis or extraction tools or processes on the Platform; do anything that could disable, overburden or impair the proper working or appearance of the Platform, such as a denial service attack or interference with page rendering or other Platform functionality; modify, adapt, translate or reverse engineering any portion of the Platform; use the Platform to violate the legal rights (such as rights of privacy and publicity) of others, or to engage in, promote, or encourage illegal activity (including, without limitation, money laundering); interfere with other users’ enjoyment of the Platform; exploit the Platform for any unauthorised commercial purpose or access or use the Platform for the purpose of creating a product or service that is competitive with any of Our products or services; remove any copyright, trademark or other proprietary rights notices contained in or on the Platform or any part of it; create any ‘links’ to any part of the Platform, alter, reformat, frame or mirror any content on, or accessible through, the Platform or any portion of the Platform, on any server or internet-based device without Our prior written consent; use the Platform in any manner involving: creating user accounts by automated means or under false or fraudulent pretences; the impersonation of another Person or business (via the use of an email address or otherwise); using, employing, operating, or creating a computer program to simulate the human behaviour of a User (“Bots”); using, employing, or operating Bots or other similar forms of automation to engage in any activity or transaction on the Platform (including, without limitation, purchases of NFTs on the Platform); acquiring NFTs through inappropriate or illegal means (including, among other things, using a stolen credit card, or a payment mechanism that You do not have the right to use, or purchasing an NFT and then attempting to charge the cost back to Your payment method while still maintaining ownership or control of the NFT or selling, gifting or trading the NFT to someone else); or the purchasing, selling or facilitating the purchase and sale of any User’s account(s) to other Users or third parties for cash or cryptocurrency consideration outside of the Platform; or resulting in the wrongful seizure or receipt of any NFTs or other digital assets; or facilitate or encourage any of the above or any other violations of the Terms or any policies set out on Our Platform, (each, “Banned Activities”)
CONSEQUENCES OF YOU ENGAGING IN BANNED ACTIVITIES
Without limiting Our rights elsewhere in the Terms or Our remedies at law or in equity, if You engage in any of the Banned Activities, or we reasonably believe You have, or will, engage in any Banned Activities, We may, at Our sole and absolute discretion, without notice or liability to You: immediately suspend or terminate Your Account; and/or delete Your NFTs’ images and descriptions from the Platform. If We delete Your NFTs’ images and descriptions from the Platform, the deletion will not affect Your ownership rights in any NFTs that You already own, but You will not receive a refund of any amounts You paid for those NFTs; and/or deem any transaction by You on the Platform to be void ab initio; and/or immediately confiscate any NFTs that were purchased or acquired as a result of a Banned Activity.
TERMINATION, SUSPENSION AND CANCELLATION OF ACCOUNTS
BY US FOR CAUSE
Without limiting any other remedies available to us, We may suspend or cancel Your Account and terminate these Terms at any time by notice to You if: You breach any of the Terms or otherwise violate Our rights or those of another User; We are unable to verify or authenticate any information You provide to Us; or We reasonably believe that Your actions might cause a legal liability to any other User or Us; or We believe You will breach any of the Terms or will encourage any other Person or entity to do so. Also, if You engage in any action or activity that circumvents the Platform or any of these Terms in such a way as to avoid or reduce fees that would otherwise be payable to us, then You will be liable to us for the difference and we may suspend or cancel Your Account.
BY US WITHOUT CAUSE
We may terminate the Terms and suspend and/or cancel Your Account at any time, at Our sole discretion for any or no reason, without provision of prior notice. You agree that any suspension or termination of Your access to the Platform may be without prior notice, and that We will not be liable to You or to any third party for any such suspension, cancellation or termination.
BY YOU WITHOUT CAUSE
You can cancel Your Account and terminate the Terms at any time by notice to Us, or terminate these Terms at any time by cancelling Your Account and discontinuing Your access to and use of the Platform, although We will be sorry to see You go. If You created or have been using Your Account in connection with Your role with a Client or Service Provider, the cancellation of Your Account will not automatically result in the cancellation or termination of any agreement between us and that Client or Service Provider, which will instead be governed by the terms of that agreement and applicable law.
CONSEQUENCES OF TERMINATION, SUSPENSION OR CANCELLATION
If we suspend or cancel Your Account, or You cancel Your Account, or these Terms are terminated by either You or Us, then (without limiting any other rights We may have at law or in equity or under any statute): You must not continue to use or access the Platform or any Service, including under a different Account, or re-register under a new Account; to the extent permitted by law, no amount paid in advance by You will be refundable and You will not receive any refunds for any purchases that You might make on or through the Platform – whether for NFTs, Packs of NFTs or anything else; We may obtain payment of any outstanding amount (or that becomes payable) through any payment methods available to Us in connection with Your suspended or cancelled Account or any other Account that You register; You may no longer have access to information that You have posted on the Platform or that is related to Your Account and You acknowledge that We will have no obligation to maintain any such information in Our databases or to forward any such information to You or to any third party; if You have purchased or acquired an NFT, Your NFT Use Rights and Limited IP Licence will immediately terminate, You must immediately cease using that NFT, You must transfer that NFT in accordance with Our instructions and We can delete any Content or Art with respect to that NFT from a marketplace where You obtained the NFT; and We may refuse to provide an Account to You in the future. All of Your and Our accrued rights, and the provisions of the Terms that by their nature are intended to survive termination or expiry of the Terms (including this section and the sections titled ‘Ownership and Use of the Platform, Services and Platform Materials’ and the sections below titled ‘Warranties and Disclaimers’ and ‘Limitations of Liability’) will survive any termination or expiry of the Terms.
REFERRALS TO GOVERNMENT AGENCIES
We have the right, without provision of prior notice, to take appropriate legal action, including, without limitation, referral to any government agency, law enforcement agency or regulatory authority, or notifying the harmed party of any illegal or unauthorised use of the Platform. Without limiting the foregoing, We have the right to fully cooperate with any government agency, law enforcement agency, regulatory authority or court or tribunal order or ministerial directions requesting or directing Us to disclose the identity or other information of anyone using the Platform or any other information relating to You or Your Account.
WARRANTIES AND DISCLAIMERS
We provide the Platform and Our Services using a reasonable level of skill and care and We hope that You will enjoy using them. But there are certain things that We don’t promise about the Platform and Our Services. You must not rely on the Platform, any information in it, or its continuation. You: accept the inherent security risks of providing information over the internet and dealing online; agree that any information or content made available by Us on the Platform or via the Services is intended to provide general information only in summary form, including in relation to legal or other issues, and agree that in no event will We be liable to You or anyone else for any decision made or action taken by You or anyone else in reliance upon any information contained on or omitted from the Platform. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR ACCESS TO AND USE OF THE PLATFORM IS AT YOUR SOLE RISK, AND THAT THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. You agree that, to the fullest extent permissible pursuant to applicable law, We make, and Our Related Entities, each Service Provider and, to the extent applicable, each Client: makes no express warranties and hereby disclaim all implied warranties, representations, conditions and guarantees, regarding the Platform and any part of it, including the implied warranties, representations, conditions and guarantees of merchantability, fitness for a particular purpose, title, non-infringement, correctness, accuracy, or reliability; do not represent or warrant to You that: (i) Your access to or use of the Platform or Services will meet Your requirements or will be uninterrupted, timely, secure or free from error; (ii) usage data provided through the Platform will be accurate; (iii) the Platform or any content, Services, or features made available on or through the Platform or Services are free of viruses or other harmful components; or (iv) that any data that You disclose when You use the Platform will be secure.; has no liability or responsibility for any breach of security unless it is due to Our gross negligence; exclude any warranties, representations, conditions and guarantees about the Platform or Services, including about the content within the Platform or the Services, the specific functions of the Platform or the Services, or their reliability, availability or ability to meet Your needs, the safety or security of the Platform or the Services or regarding the delivery of any messages (such as emails, in-mails, SMS, social media, posting of answers or transmission of any other user generated content) sent through the Platform or the Services to anyone, or that the Services or Platform will function without interruption or errors, and You acknowledge that the Services and Platform may be interrupted, or subject to errors, due to maintenance, updates, or system or network failures or other causes and, to the extent permitted by law, We and Our Related Entities, each Service Provider and, to the extent applicable, each Client hereby disclaim all liability for any Losses as may be caused by or in connection with any such interruption or errors in functioning; will not be responsible or liable to You for any Losses You incur as the result of Your use of the Network or Your Wallet, including but not limited to any Losses, damages or claims arising from: (i) user error, such as forgotten passwords or incorrectly construed smart contracts or other transactions; (ii) server failure or data loss; (iii) corrupted Wallet files; or (iv) unauthorised access or activities by third parties, including, but not limited to, the use of viruses, phishing, brute-forcing or other means of attack against the platform, the Network or any Wallet; are not responsible for Losses due to blockchains or any other features of the Network or any other protocol or network, or any Wallet, including but not limited to late report by developers or representatives (or no report at all) of any issues with the blockchain supporting the Network, including forks, technical node issues, or any other issues having fund losses as a result; and do not have any obligation to verify the identity of the persons subscribing to Our Services or the Platform, nor any obligation to monitor the use of Our Services or the Platform by other Users. NFTS ARE INTANGIBLE DIGITAL ASSETS THAT EXIST ONLY BY VIRTUE OF THE OWNERSHIP RECORD MAINTAINED IN THE NETWORK. ALL SMART CONTRACTS ARE CONDUCTED AND OCCUR ON THE DECENTRALISED LEDGER WITHIN THE NETWORK. WE HAVE NO CONTROL OVER AND MAKE NO GUARANTEES OR PROMISES WITH RESPECT TO SMART CONTRACTS. The Platform may contain links to internet sites or resources maintained or controlled by third parties. You acknowledge and agree that: (a) We have no control over, and are not responsible for, the contents of any such sites (including the accuracy, legality or decency of any information) or any link contained on such sites; (b) such link does not imply any endorsement by Us; (c) we are not responsible for the legality or Intellectual Property compliance of any such site; and (d) We will not be liable for any damages or loss arising in any way out of, in connection with or incidental to any information or third party service provided by any third party. While We take all reasonable due care in ensuring the privacy and integrity of information You provide to Us (see the section entitled ‘Privacy’ below), the possibility always exists that this information could be unlawfully accessed or observed by third parties while in transit over the internet or while stored on Our system. To the greatest extent possible pursuant to law, We expressly disclaim any liability to You should this occur. If You are dissatisfied or harmed by Us or anything related to Us, then You may cancel Your Account and terminate the Terms in accordance with the section above titled ‘Termination, Suspension and Cancellation of Accounts’ and, to the extent permitted by law, such cancellation and termination will be Your sole and exclusive remedy. In consideration for the benefits of registering an Account in accordance with the Terms, You agree that in no event will You seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Platform or the Services, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Platform or the Services or any content or other material used or displayed through the Platform or Services. Some jurisdictions do not allow the exclusion of implied warranties in contracts with consumers, so some or all of the above exclusions may not apply to You.
LIMITATIONS OF LIABILITY
To the extent permitted by law, other than as expressly provided below, in no event will either of Us (jointly and/or severally) or any Service Provider or Client be responsible to You or any other Person in connection with any lost profits, revenues, or data, financial losses, cost of substitute goods or services, loss of goodwill, work stoppage, computer and/or device or technology failure or malfunction or any other indirect, special, consequential, exemplary or punitive loss or damages relating to or in connection with Your ownership or use of any NFT or Your use of the Platform or the Services. This limitation of liability will: apply regardless of whether: (i) You base Your claim on contract, tort, statute or any other legal theory; (ii) We knew or should have known about the possibility of such damages; or (iii) the limited remedies provided in this section fail their purpose; not apply to any damage that We cause You intentionally and in fundamental breach of the Terms or any applicable law, or as otherwise mandated by applicable law that cannot be disclaimed from in the Terms; and not apply if You have entered into a non-standard agreement to purchase Services with a separate limitation of liability provision that expressly supersedes this section in relation to those Services.
We recognise that in some countries, You might have legal rights as a consumer. To the extent permitted by law, any liability of Ours in connection with the Services or Platform under any statutory right (including any condition or warranty implied by law or any guarantee or other right under any statute) that by law cannot be excluded is, where permitted by law, limited at Our option to the resupply of the relevant services or the payment of the cost of same.
YOU AGREE THAT OUR TOTAL, AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR YOUR INABILITY TO ACCESS OR USE) ANY PORTION OF THE PLATFORM OR SERVICES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, IS LIMITED TO THE AMOUNTS YOU HAVE ACTUALLY AND LAWFULLY PAID US UNDER THESE TERMS IN THE TWO (2) MONTH PERIOD PRECEDING THE DATE THE CLAIM AROSE.
THIRD PARTY CONTENT
To the extent permitted by law, We expressly exclude any liability for any remarks, information or other content posted or made available on the Platform or via the Services, including by any User or third party, even if it may not be Unacceptable Content. Other than as required by law, We do not have, and expressly exclude any liability for, any obligation to monitor content on the Platform or submitted via the Services for Unacceptable Content. We will remove or restrict access to any information or content posted or made available on the Platform or via the Services where required by law or if ordered to do so by a court. Otherwise, We may remove or restrict access to any such information or content if We consider such information or content to be Unacceptable Content, but We have no obligation to do so.
CONSIDERATION FOR LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT WE HAVE MADE THE PLATFORM AVAILABLE TO YOU AND ENTERED INTO THE TERMS IN RELIANCE UPON THE REPRESENTATIONS AND WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY SET OUT IN THE TERMS, WHICH REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN US AND YOU AND FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN US AND YOU. WE WOULD NOT BE ABLE TO PROVIDE THE PLATFORM TO YOU WITHOUT THESE LIMITATIONS.
You agree to hold harmless and indemnify Us, Our Related Entities and Service Providers and each of Our and their officers, agents, employees, contractors, advertisers, licensors, suppliers or partners from and against any claim, liability, Losses, damage (actual and consequential) of any kind or nature, suit, judgement, litigation cost and lawyers’ fees arising out of or in any way related to: (i) Your breach of any of the Terms; (ii) Your misuse of the Platform or Services; (iii) Your breach of any law or regulation arising as a result of Your use of any NFT, (iii) Your violation or infringement of any Intellectual Property Rights or any applicable laws, rules or regulations in connection with Your access to or use of the Platform or Services or ownership of Your NFT and (iv) Your Personal Content. You agree that We will have control of the defence or settlement of any such claims. YOU WAIVE AND HOLD US, OUR RELATED ENTITIES AND SERVICE PROVIDERS AND EACH OF OUR AND THEIR OFFICERS, AGENTS, EMPLOYEES, CONTRACTORS, ADVERTISERS, LICENSORS, SUPPLIERS OR PARTNERS AND EACH OF THEIR SUCCESSORS HARMLESS FROM ANY AND ALL CLAIMS RESULTING FROM ANY ACTION TAKEN BY US AND ANY OF THE FOREGOING PARTIES RELATING TO ANY INVESTIGATIONS BY EITHER US OR SUCH PARTIES OR BY LAW ENFORCEMENT AUTHORITIES.
RISKS ASSOCIATED WITH THE PLATFORM, SERVICES AND NFTS
By registering Your Account and/or using the Platform or Services and/or purchasing, selling or dealing in any way with any NFT, You understand and agree to the following risks:
FRAUD AND OTHER ATTACKS
By acquiring NFTs on the Platform, You accept that NFTs are subject to the risk of fraud, counterfeiting, cyber-attacks and other technological risks which may prevent Your access or use of them.
VALUE AND VOLATILITY OF NFTS
The prices of collectible blockchain assets are extremely volatile and subjective and collectible blockchain assets have no inherent or intrinsic value. 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. Each NFT has no inherent or intrinsic value. It is Your responsibility to independently determine the value of Your NFTs. We cannot guarantee that any NFT purchased will retain their original value, as the value of collectibles and other types of NFTs is inherently subjective and factors occurring outside of the Platform may materially impact the value and desirability of any particular NFT..
Moreover, any purchase or sale You make, accept or facilitate outside of the Platform of an NFT, or any other transaction You make relating to an NFT outside of this Platform, will be entirely at Your risk. We do not endorse or control purchases or sales of NFTs outside of the Platform. We expressly deny any liability in relation to, and any obligation to indemnify You or hold You harmless for or in relation to, any liabilities, damages, expenses, costs, claims or losses You may incur by transacting, or facilitating transactions, in NFTs outside of this Platform.
USE OF BLOCKCHAIN/PROTOCOLS AND OTHER TECHNOLOGICAL RISKS
There are risks associated with using any blockchain technology and any internet-based currency, 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 within Your Wallet. Moreover, transactions conducted through the Network may take time to be confirmed or, in some cases, are not completed. Upgrades to the Network, a hard fork in the Network, or a change in how transactions are confirmed on the Network may have unintended, adverse effects on all blockchains using the Network’s NFT standard, including the Platform. The Platform does not store, send, or receive NFTs. This is because NFTs exist only by virtue of the ownership record maintained on the Platform supporting blockchain in the Network. Any transfer of NFTs occurs within the supporting blockchain in the Network, and not on the Platform.You accept and acknowledge that We will not be responsible for any communication failures, disruptions, errors, distortions or delays You may experience when using the Platform or Network, however caused.
The regulatory regime governing blockchain technologies, cryptocurrencies and fungible and non-fungible tokens is uncertain and new laws, regulations or policies may materially adversely affect the development of the Platform and, therefore the potential utility or value of Your NFTs, including but not limited to tax, financial services, securities and other laws, regulations and policies.
We will not be liable or responsible to You or be deemed to have defaulted under or breached the Terms, due to any failure or delay by Us to comply with the Terms as a result of any Force Majeure Event. In the event of any Force Majeure Event affecting Us, We will use Our reasonable efforts to promptly notify You of the Force Majeure Event stating the period of time the occurrence is expected to continue. We will use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Events are minimised. We will resume the performance of our obligations as soon as reasonably practicable after the removal of the cause.
Where we have provided You with a translation of the English language version of the Terms and/or any other documentation, You agree that the translation is provided for Your convenience only and that the English language versions of the Terms and any other documentation will govern Your relationship with Us.
Each User must provide and maintain a valid Address on the Platform. You consent to the use of: (a) electronic signatures or other electronic means to complete the Terms and any other agreements to be entered into between You and Us; (b) electronic means to deliver any notices and provide any disclosures pursuant to the Terms; and (c) electronic records to store information related to the Terms or Your use of the Platform. Notices will be invalid unless made in writing and given: (i) by us, via email to the relevant Address that You provide and maintain on the Platform; (ii) by us, by posting on the Platform; or (iii) by You, via email to firstname.lastname@example.org. An email will be taken to have been served at the time of sending, unless within 24 hours of it being sent the sender receives a manual or automated response indicating that it was not delivered successfully.
DATES AND TIMELINES
All references to days shall be to calendar days, except as expressly noted otherwise.
The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorised representative of each party.
ASSIGNABILITY AND CONTINUED APPLICABILITY
These Terms will be binding upon and inure to the benefit of the Rights Holder and its successors and assigns. The Rights Holder may assign, delegate or otherwise transfer (including without limitation, by way of merger or contribution), any of its rights or obligations under these Terms and/or otherwise subcontract any of its obligations under these Terms, in whole or in part, to any of its affiliates and/or to any third party, without Your consent or approval. BlockTrust may, with the approval of the Rights Holder and without Your content or approval, assign, delegate or otherwise transfer (including without limitation, by way of merger or contribution), any of its rights or obligations under these Terms to the Rights Holder.
THIRD-PARTY BENEFICIARY RIGHTS
Except to the extent that the Terms purport to confer a right on any of our Related Entities or any Client, Service Provider or director, officer, employee, agent, contractor or other representative of either of Us, any of our Related Entities or any Client or Service Provider (which we hold in trust for each of them), the Terms will: (a) create rights and obligations only between Us and each User; and (b) not create any rights for any other Person. For the avoidance of doubt, no User will be entitled to enforce the Terms as they apply between Us and another User.
If and to the extent any provision of these Terms is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction shall not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
Each party must, at its own expense, whenever reasonably requested by the other party, promptly do or arrange for others to do everything reasonably necessary to give full effect to these Terms.
The courts in some countries will not apply the laws of Hong Kong to some types of disputes. If You reside in a country where the laws of Hong Kong are excluded from applying, then Your country’s laws will apply to such disputes related to these Terms. Otherwise, You agree that the laws of Hong Kong, excluding its choice of law rules, will apply to any disputes arising out of or relating to the Terms or the Services. Similarly, if the courts in Your country will not permit You to consent to the jurisdiction and venue of the courts in Hong Kong, then Your local jurisdiction and venue will apply to such disputes related to the Terms. Otherwise, all claims arising out of or relating to the Terms or the Services will be litigated exclusively in the courts of Hong Kong.
RULES OF INTERPRETATION
Capitalised terms in these Terms have the meaning set out in these Terms, including the ‘Definitions’ section at the end of these Terms. In addition, the following rules of interpretation also apply to these Terms: including means including, but not limited to; the singular includes the plural, and vice versa; and headings are for ease of reference only and should otherwise be ignored.
In these Terms, the following phrases have the following meanings:Account means a User’s account in the Platform.Address means, in respect of a User, each of the User’s email address and postal address (where the User can usually be contacted) registered for that User’s Account. Art means the art, design, drawings, and works of authorship (in any form or media, including, without limitation, video or photographs), which includes certain Intellectual Property, that is associated with an NFT. BlockTrust Content means any content, including trademarks, and any code and software and technology processes, and any improvements thereto, used in or incorporated into an NFT that is owned or controlled by, or licensed to, BlockTrust. Client means an entity, organisation or individual that has a commercial arrangement with either of Us that permits them to use Our Services and/or Platform, primarily to mint digital content, list in a marketplace environment and facilitate commercial transactions. Content means Rights Holder Content and BlockTrust Content. Force Majeure Event means any acts of God, flood, fire, earthquake, epidemics, pandemics (including COVID-19 or any variation thereof or regulation, direction, law or ordinance relating to it), tsunami, explosion, war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, government order, law, or action, embargoes or blockades in effect on or after the date of these Terms, strikes, labour stoppages or slowdowns or other industrial disturbances (other than of the labour force of the party claiming a Force Majeure Event), shortage of adequate or suitable Internet connectivity, telecommunications breakdown or shortage of adequate power or electricity and other similar events beyond the control of a party. Intellectual Property means any and all intellectual property (whether created under any statute, common law or otherwise), including all rights in copyright and copyrighted materials, trademarks, trade names, designs, designs marks, service marks, logos, insignia, domain names, business names, brand names, biographical information, inventions, patents, patent applications, know how, trade secrets and rights in confidential information and the names, nicknames, numbers, likenesses, images, footage, voice, data or persona of the Rights Holder and/or BlockTrust, their affliates, partners, Related Entity or other individuals or entities that are owned or controlled by, or associated with, the Rights Holder or BlockTrust, and all and any other intellectual property rights, whether registered or unregistered, and including all applications and rights to apply for any of the same and, in each case, whether registrable or not and wherever existing in the world, including all renewals, extensions and revivals of, and all rights to apply for, any of the foregoing. For clarity, Intellectual Property includes any media that constitutes footage, photography, sounds or other content from You. Intellectual Property Rights means rights in or to any Intellectual Property and any eligible layout right, chip topography right and any other rights of a proprietary nature in or to the results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields. Losses means all claims, legal proceedings, judgements, adjudications, damages, liabilities, losses (including losses of revenue), costs, and expenses (including reasonable lawyers’ fees and all related costs and expenses on a solicitor and own client basis). Member means a User who registers with the Platform as a buyer, seller, or browser of NFT content. Person means any individual, buyer, seller, company, partnership, joint venture or other legal entity or entities. Personal Information has the meaning in The Personal Data (Privacy) Ordinance (Hong Kong), as amended. Platform means the Platform and all associated software, apps, files, emails, SMS, pictures, data, hardware, technology, business systems and processes and other resources. Related Entity has the meaning given to it in the Companies Ordinance (Cap. 622). Rights Holder Content means any content used in or incorporated into an NFT, including Art, Rights Holder Trademarks, audio-visual content, audio content, visual content, still images, photographs, club team uniforms, statistics, information, data and names, likenesses, images of key persons and other individuals or entities that are owned or controlled by, or associated with, the Rights Holder. Rights Holder Trademarks means the logos, names, symbols, emblems, designs, devices, product and brand names and other indicia and trademarks (registered or unregistered) owned by the Rights Holder. Service Providers means and include a range of parties to whom We outsource certain functions of Our business for Our back-office, IT, professional support services (such as partners, service providers, contractors, suppliers, distributors and agents, including IT and web support contractors, cloud service providers, finance agencies, marketing partners and analysis companies). Services means any products, goods or services that we or any Client or Service Provider provide to or for You, whether or not via the Platform. Unacceptable Content means any content (including any images, audio, visual or audio-visual content and any language) that We determine: is racist, hateful, violent, harmful, defamatory, harassing, abusive, vulgar, threatening, malicious, offensive (including but not limited to ethnically or racially), inflammatory or otherwise objectionable, including when communicating with other User of the Platform or any of Our authorised representatives, customer service personnel, chat board moderators, or staff (including, without limitation, filing support tickets with false information, sending excessive emails or support tickets, obstructing Our employees from doing their jobs, refusing to follow the instructions of Our employees, or publicly disparaging us); contains any material, products or services that violate or encourage conduct that is unlawful or would violate any criminal laws, any other applicable laws, or any third party rights; is pornographic, sexually explicit, obscene or excessively profane; is fraudulent, false, misleading or deceptive or likely to mislead or deceive; infringes or violates, or encourages the infringement or violation of, any Person’s rights, including Intellectual Property, confidentiality, security or privacy rights; amounts to commercial advertising of any other website, product or service; or contains any link to any website that includes any of the above types of content. User means a Person whose name is specified during an online registration process to create an Account on the Platform in the name of that Person, whether that Person then uses the Platform as, or on behalf of, a Client or Service Provider, as a Member, or on some other basis. Website means the website(s) located at www.nolimitscrew.xyz, our blog and all other related domains and subdomains.